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 July 30, 2025

Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp. III
2100 McKinney Ave., Suite 1675
Dallas, TX 75201

 Re: Spring Valley Acquisition Corp. III
 Draft Registration Statement on Form S-1
 Submitted July 3, 2025
 CIK No. 0002074850
Dear Christopher Sorrells:

 We have reviewed your draft registration statement and have the
following comments.

 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.

Draft Registration Statement on Form S-1
Cover Page

1. You state that your efforts to identify a prospective initial business
combination target
 will not be limited to a particular industry or sector. If true, please
also state, as you do
 on page 2, that you plan to identify, acquire, and operate a business in
the natural
 resources and decarbonization industries or otherwise advise.
2. You state that you cannot guarantee that your securities will be
approved for listing on
 Nasdaq. Please clarify if this offering is contingent on Nasdaq listing.
3. Please state the amount of compensation received or to be received for
each sponsor,
 sponsor affiliate, and promoter as you do on page 14 and provide a cross
reference to
 the related disclosure. See to Item 1602(a)(3) of Regulation S-K.
 July 30, 2025
Page 2

Proposed Business, page 2

4. You state that your management team has also formed and co-sponsored
Spring
 Valley Acquisition Corp. II which completed its initial public offering
in October
 2022 and has extended its timeframe to consummate a business
transaction. Please
 state the date by which Spring Valley II must consummate a business
transaction, the
 level of redemptions Spring Valley II has experienced and state if the
time frame may
 continue to be extended. Further, please state the current trading price
and the
 industry in which Spring Valley II is searching for potential business
combination
 candidates.
Business Combination Criteria, page 9

5. Please also include disclosure that the SPAC s ability to identify and
evaluate a target
 company may be impacted by significant competition among other SPACs in
 pursuing business combination transaction candidates and that
significant competition
 may impact the attractiveness of the acquisition terms that the SPAC
will be able to
 negotiate.
Initial Business Combination, page 10

6. You state that the company has up to 24 months, from the closing of this
offering, to
 consummate a de-SPAC transaction or such later time as provided for in
any
 amendment to your amended and restated memorandum and articles of
association (an
 Extension Period ) and that you may seek shareholder approval for
such
 amendments. You also state that there are no limits on the number of
extensions you
 may seek but do not expect to extend the time frame beyond 36 months
from closing
 of this offering. Please clarify that when shareholders vote for such
extensions if there
 is set durations of time under each vote and whether there are any
conditions to the
 extensions such as payments of additional funds into the trust.
Sponsor Information, page 14

7. You state that the managing member of the Sponsor is Christopher
Sorrells and that
 no other person has a direct or indirect interest in the sponsor. Please
also state that
 amount of interest Christopher Sorrells has in the sponsor. See Item
1603(a)(7) of
 Regulation S-K.
The Offering
Conflicts of Interest, page 38

8. You state that Christopher Sorrells, your Chairman and Chief Executive
Officer, also
 serves as CEO of Spring Valley II which may lead to some conflicts of
interest. Given
 your disclosure on page 75 that you rely heavily on a small group of
 individuals including Christopher Sorrells and Jeff Schramm please also
discuss here
 that Jeff Schramm also serves as the Chief Financial Officer for the
sponsor of Spring
 Valley II.
 July 30, 2025
Page 3
Risk Factors
If we are deemed to be an investment company under the Investment Company
Act..., page
54

9. Please revise to confirm that if your facts and circumstances change
over time, you
 will update your disclosure to reflect how those changes impact the risk
that you may
 be considered to be operating as an unregistered investment company.

 Please contact Christine Torney at 202-551-3652 or Daniel Gordon at
202-551-3486
if you have questions regarding comments on the financial statements and
related
matters. Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at
202-551-
6761 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jason Simon, Esq.
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