CORRESP Filing
Spring Valley Acquisition Corp. III
Date: Aug. 29, 2025 · CIK: 0002074850 · Accession: 0001104659-25-085706
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289294
Letter
Re: Spring Valley Acquisition Corp. III
August 29, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-1
File No. 333-289294
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC , and Clear Street LLC, as representatives of the underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on September 3, 2025 at 4:00 p.m., Eastern time, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through August 29, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated August 18, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[ Signature Page Follows ]
Very truly yours,
COHEN AND COMPANY CAPITAL MARKETS,
Show Raw Text
CORRESP 1 filename1.htm August 29, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Spring Valley Acquisition Corp. III Registration Statement on Form S-1 File No. 333-289294 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC , and Clear Street LLC, as representatives of the underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on September 3, 2025 at 4:00 p.m., Eastern time, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through August 29, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated August 18, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature Page Follows ] Very truly yours, COHEN AND COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC By: /s/ Jerry Serowik Name: Jerry Serowik Title: Senior Managing Director; Head of Capital Markets CLEAR STREET LLC By: /s/ Ryan Gerety Name: Ryan Gerety Title: COO Investment Banking [Signature Page to Acceleration Request]