CORRESP Filing
Spring Valley Acquisition Corp. III
Date: Aug. 18, 2025 · CIK: 0002074850 · Accession: 0001104659-25-079898
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289294
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.C. 20549-3561 Re: Spring Valley Acquisition Corp. III Registration Statement on Form S-1 Filed August 6, 2025 File No. 333-289294
Dear Ms. Gama and Mr. Edwards:
On behalf of Spring Valley Acquisition Corp. III (the "Company"), we are hereby responding to the letter, dated August 13, 2025 (the "Comment Letter"), from the staff (the "Staff") of the Office of Life Sciences of the Securities and Exchange Commission (the "Commission"), regarding the Company's draft Registration Statement on Form S-1 filed on August 6, 2025 (the "Registration Statement"). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing its Amendment No. 1 to Registration Statement on Form S-1 (the "Amended Registration Statement") with the Commission, today.
For ease of reference, the text of each of the Staff's comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's response.
Registration Statement on Form S-1
Proposed Business
Sponsor Information, page 13
1. We note your response to prior comment 7. Please state the current amount of interest Christopher Sorrells has in the sponsor. See Item 1603(a)(7) of Regulation S-K.
Response: The Company has revised the disclosure on page 15 of the Amended Registration Statement in response to the Staff's comment.
Greenberg Traurig, LLP www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
August 18, 2025
Page 2
* * *
Please do not hesitate to call me at (703) 749-1386 should you have any questions regarding the Registration Statement or the above responses.
Sincerely yours,
/s/ Jason T. Simon
Show Raw Text
CORRESP 1 filename1.htm Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 SimonJ@gtlaw.com August 18, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.C. 20549-3561 Re: Spring Valley Acquisition Corp. III Registration Statement on Form S-1 Filed August 6, 2025 File No. 333-289294 Dear Ms. Gama and Mr. Edwards: On behalf of Spring Valley Acquisition Corp. III (the "Company"), we are hereby responding to the letter, dated August 13, 2025 (the "Comment Letter"), from the staff (the "Staff") of the Office of Life Sciences of the Securities and Exchange Commission (the "Commission"), regarding the Company's draft Registration Statement on Form S-1 filed on August 6, 2025 (the "Registration Statement"). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing its Amendment No. 1 to Registration Statement on Form S-1 (the "Amended Registration Statement") with the Commission, today. For ease of reference, the text of each of the Staff's comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's response. Registration Statement on Form S-1 Proposed Business Sponsor Information, page 13 1. We note your response to prior comment 7. Please state the current amount of interest Christopher Sorrells has in the sponsor. See Item 1603(a)(7) of Regulation S-K. Response: The Company has revised the disclosure on page 15 of the Amended Registration Statement in response to the Staff's comment. Greenberg Traurig, LLP www.gtlaw.com Securities and Exchange Commission Office of Trade and Services Division of Corporation Finance August 18, 2025 Page 2 * * * Please do not hesitate to call me at (703) 749-1386 should you have any questions regarding the Registration Statement or the above responses. Sincerely yours, /s/ Jason T. Simon Jason T. Simon cc: Mr. Christopher Sorrells, CEO Greenberg Traurig, LLP www.gtlaw.com