SecProbe.io

January 21, 2025
Tony Koblinski
Chief Executive Officer
TCFIII SPACECO HOLDINGS LLC
5351 Argosy Avenue
Huntington Beach, CA 92649
Re:TCFIII SPACECO HOLDINGS LLC
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted January 7, 2024
CIK No. 0002040127
Dear Tony Koblinski:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our November 19, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 filed January 7, 2025
General
1.We note that you have restated the previously issued financial statements for the fiscal
years ended December 31, 2023 and 2022. As appropriate, please label each column
of the corrected financial information as “restated” throughout the filing (e.g.,
Summary of Consolidated Financial Data; Results of Operations). Refer to ASC 250-
10-50-7 through 50-10.

January 21, 2025
Page 2
Summary Consolidated Financial Data, page 17
2.Your disclosures on page F-25 and F-49 state that, in connection with an initial public
offering and potential changes in corporate structure, vested P Units are “entitled” to
be exchanged or converted into new shares of the converted Company. Please revise
to clarify what you mean by “entitled to be exchanged or converted” (e.g., automatic
conversion; exchanged at holders’ discretion) and whether any shares of the P Units
are expected to be outstanding after the IPO and changes in corporate structure. If so,
revise to disclose more detail information about the terms and rights of the P Unit
holders.
3.We also note that your calculation of the pro forma per share data do not appear to
reflect the impact of the exchange or conversion of the P Units. Please revise or
explain, as appropriate.
12. Share-Based Compensation, page F-25
4.We note your revised disclosures in response to prior comment 11. You previously
indicated that ASC 710 was applied to account for your PIUs or P units.  However,
you later determined that the P Units should have been accounted for as share-based
compensation awards under ASC 718.  As previously requested, please provide us
with a comprehensive analysis of the rights and characteristics of the PIUs that you
considered and your basis for the accounting treatment, including specific
authoritative guidance that supports your analysis. Please specifically discuss your
consideration of an employee's rights upon a voluntary termination.
Recently issued accounting pronouncements, page F-39
5.We note that your disclosures regarding adoption of recently issued standards. Given
your intention to take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act, please revise your disclosure to disclose the date on
which adoption is required for non-emerging growth companies and also the date on
which you will adopt the recently issued accounting standard, assuming you remain
an EGC at such time. Refer to Question 14 of the Jumpstart Our Business Startups Act
Frequently Asked Questions.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed December 23, 2024
General
We note your revisions made in response to previous comment 10 and reissue same.
Please revise your disclosure to fully respond to previous comment 10. If the forum
selection provision applies to Securities Act claims, please also state that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations
thereunder. If this provision does not apply to actions arising under the Exchange Act,
please also ensure that the exclusive forum provision in the governing documents
states this clearly or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Exchange Act.  Please add 6.

January 21, 2025
Page 3
appropriate risk factor disclosure regarding your forum selection provision.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733
if you have questions regarding comments on the financial statements and related
matters. Please contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing