SecProbe.io

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 Citigroup Global Markets Inc.
 388 Greenwich Street New York, New York 10013
 Evercore Group L.L.C. 55 E. 52nd St.
 New York, New York 10055 July 22, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Jenny O’Shanick
 Re: Karman Holdings Inc. Registration Statement on
Form S-1 File No. 333-288809
 Acceleration Request Requested Date: July 23,
2025 Requested Time: 4:00 P.M. Eastern Time
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “ Act ”), we, as the representative of the several underwriters, hereby join in the request of Karman Holdings Inc. (the “ Company ”) for acceleration of the effective date of the
above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on July 23, 2025, or at such later time as the Company or its outside counsel, Willkie Farr & Gallagher LLP, may request via telephone
call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised
that we, as the representative of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the
Registration Statement. We, the undersigned, as the representative of the several underwriters, have complied and will comply, and we have been informed
by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 By:

 /s/ Stephen Edelman

 Name:

 Stephen Edelman

 Title:

 Head of Global Industrials

 [Signature Page to
Underwriters’ Acceleration Request]

 Very truly yours,

 EVERCORE GROUP L.L.C.

 By:

 /s/ Kristen Grippi

 Name:

 Kristen Grippi

 Title:

 Senior Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

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 KARMAN HOLDINGS INC.
 5351 Argosy Avenue Huntington
Beach, CA 92649 July 22, 2025 Via EDGAR
Submission United States Securities and Exchange Commission
 Division of Corporation Finance Office of Technology
 100 F Street, N.E. Washington, D.C. 20549
 Attention: Jenny O’Shanick

 Re:
 Karman Holdings Inc.
 Registration Statement on Form S-1
 File No. 333-288809
 Ladies and Gentlemen: Pursuant
to Rule 461 of the Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, the registrant named above (the “ Registrant ”) hereby requests that the effective date of the
Registrant’s Registration Statement on Form S-1 (File No. 333-288809) (the “ Registration Statement ”) be accelerated so that it may
become effective at 4:00 p.m., New York City time on July 23, 2025, or as soon as practicable thereafter, or at such other time as the Registrant or its legal counsel may request by telephone to the staff. Please orally confirm this request
with our legal counsel, Sean Ewen of Willkie Farr & Gallagher LLP. Our legal counsel has full authority to withdraw or modify this acceleration request, orally or in writing.
 Once the Registration Statement is effective, please contact Sean Ewen of Willkie Farr & Gallagher LLP, counsel to the Registrant, at
(212) 728-8867, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
 [ Signature Page Follows ]

 Sincerely,

 KARMAN HOLDINGS INC.

 By:

 /s/ Mike Willis

 Name:

 Mike Willis

 Title:

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 14, 2025

Mike Willis
Chief Financial Officer
Karman Holdings Inc.
5351 Argosy Avenue
Huntington Beach, CA 92649

 Re: Karman Holdings Inc.
 Draft Registration Statement on Form S-1
 Submitted July 10, 2025
 CIK No. 0002040127
Dear Mike Willis:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Sean M. Ewen
</TEXT>
</DOCUMENT>

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 KARMAN HOLDINGS INC.

5351 Argosy Avenue

 Huntington
Beach, CA 92649

 February 10, 2025

 Via EDGAR
Submission

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Eiko Yaoita Pyles, Ernest Greene, Eranga Dias, Asia Timmons-Pierce

Re:
 Karman Holdings Inc.

Registration Statement on Form S-1

File No. 333-284382

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of
1933, as amended, the registrant named above (the “Registrant”) hereby requests that the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-284382) (the “Registration Statement”) be accelerated so that it may become effective at 3:30 p.m., New York City time on February 12, 2025, or as soon as practicable thereafter,
or at such other time as the Registrant or its legal counsel may request by telephone to the staff. Please orally confirm this request with our legal counsel, Sean Ewen of Willkie Farr & Gallagher LLP. Our legal counsel has full authority
to withdraw or modify this acceleration request, orally or in writing.

 Once the Registration Statement is effective,
please contact Sean Ewen of Willkie Farr & Gallagher LLP, counsel to the Registrant, at (212) 728-8867, to provide notice of effectiveness, or if you have any other questions or concerns regarding
this matter.

 [Signature Page Follows]

Sincerely,

KARMAN HOLDINGS INC.

By:

 /s/ Mike Willis

Name:

Mike Willis

Title:

Chief Financial Officer

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787 Seventh Avenue

 New York, NY 10019-6099

 Tel: 212 728
8000

Fax: 212 728 8111

 February 10, 2025

 Via
EDGAR Submission

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Eiko Yaoita Pyles, Ernest Greene, Eranga Dias, Asia Timmons-Pierce

Re:
 Karman Holdings Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed February 5, 2025

File No. 333-284382

Ladies and Gentlemen:

 On behalf of our client,
TCFIII Spaceco Holdings LLC, a Delaware limited liability company (to be renamed and converted to a Delaware corporation named Karman Holdings Inc.) (the “Company”), set forth below are the Company’s responses to the comments
of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated February 7, 2025 relating to the above referenced Amendment No. 2 to the Registration Statement on Form
S-1 submitted on February 5, 2025.

 In connection with such responses, the Company will be
filing, electronically via EDGAR, Amendment No. 3 (the “Amendment”) to the Registration Statement on Form S-1 initially filed on January 21, 2025 (the “Registration
Statement”).

 For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the
Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning
ascribed to such term in the Amendment.

 BRUSSELS CHICAGO DALLAS FRANKFURT
HOUSTON LONDON LOS ANGELES MILAN

 MUNICH
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

 Securities and Exchange Commission

February 10, 2025

 Page 2

 Amendment No. 2 to Registration Statement on Form S-1 filed
February 5,

 2025 Capitalization, page 62

1.
 Please address the following items related to your capitalization table:

•

 Revise to double-underline your cash and cash equivalent balance so that it is clear that cash and cash
equivalent is not part of your total capitalization;

•

 Revise to present separate captions for additional paid-in capital and
accumulated deficit on pro forma basis and pro forma as adjusted basis; and

•

 Revise the cash and cash equivalents and stockholders’ equity balances on pro forma basis and pro forma
as adjusted basis to reflect the automatic vesting of the P Units and Phantom Units upon the completion of the IPO and corporate conversion, or explain why you do not believe such revision is necessary.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 62 of the Amendment accordingly.

Dilution, page 64

2.
 The pro forma as adjusted net tangible book value (deficit) amount used in the dilution calculation does not
appear to reflect the payment to be made to Phantom Unit holders upon the completion of the IPO. Please advise or revise accordingly.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Dilution disclosures had already reflected the
payments to be made to Phantom Unit holders upon the completion of the IPO at an assumed offering price of $19.00. The Company has revised the disclosure on pages 20, 59, 63 and 64 of the Amendment for clarity.

Summary Compensation Table, page 105

3.
 It appears that the amount reflected in the Options Awards column for Mr. Koblinski should be for 2024
and not 2023. Please revise or advise.

 The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on page 105 of the Amendment accordingly.

 Karman LLC Agreement, page 112

4.
 We note your disclosure that Mr. Koblinski will receive a cash bonus from the proceeds from this
offering. Please revise to quantify the cash bonus.

 The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 109-110 and 113 of the Amendment accordingly.

 Subsequent events, page F-51

5.
 Please tell us and disclose, if material, whether any equity-based awards, including grants of P Units, have
been issued subsequent to interim period ended September 30, 2024. If so, provide your analysis comparing the valuation used for those issuances to the estimated price range of this offering.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that no new P Units or other equity-based awards have been
issued subsequent to the interim period ended September 30, 2024.

 * * * * *

 Securities and Exchange Commission

February 10, 2025

 Page 3

 Please do not hesitate to contact Sean M. Ewen at (212)
728-8867 at Willkie Farr & Gallagher LLP with any questions you may have regarding this submission or if you wish to discuss any of the above responses.

Very truly yours,

 /s/ Sean M. Ewen

Sean M. Ewen, Willkie Farr & Gallagher LLP

cc:
 Tony Koblinski, TCFIII Spaceco Holdings LLC

Mike Willis, TCFIII Spaceco Holdings LLC

Brandon McCoy, Willkie Farr & Gallagher LLP

Hugh McLaughlin, Willkie Farr & Gallagher LLP

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 Citigroup Global Markets Inc.

388 Greenwich Street

 New York,
New York 10013

 Evercore Group L.L.C.

 55 E. 52nd St.

New York, New York 10055

 February 10, 2025

VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Eiko Yaoita Pyles

 Ernest Greene

 Eranga Dias

 Asia Timmons-Pierce

 Re: Karman Holdings Inc.

Registration Statement on Form S-1

File No. 333-284382

Acceleration Request

 Requested Date: February 12,
2025

 Requested Time: 3:30 P.M. Eastern Time

Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representative of the several underwriters, hereby join in the request of Karman Holdings Inc. (the “Company”) for
acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 3:30 P.M., Eastern Time, on February 12, 2025, or at such later time as the Company or its outside counsel, Willkie
Farr & Gallagher LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, please be advised that we, as the representative of the several underwriters, will take reasonable steps
to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We, the undersigned, as the representative of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Stephen Edelman

Name: Stephen Edelman

Title: Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

Very truly yours,

EVERCORE GROUP L.L.C.

By:

/s/ Kristen Grippi

Name: Kristen Grippi

Title: Senior Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

February 7, 2025
Tony Koblinski
Chief Executive Officer
Karman Holdings Inc.
5351 Argosy Avenue
Huntington Beach, CA 92649
Re:Karman Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 5, 2025
File No. 333-284382
Dear Tony Koblinski:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 31, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed February 5, 2025
Capitalization, page 62
1.Please address the following items related to your capitalization table:
•Revise to double-underline your cash and cash equivalent balance so that it is
clear that cash and cash equivalent is not part of your total capitalization;
•Revise to present separate captions for additional paid-in capital and accumulated
deficit on pro forma basis and pro forma as adjusted basis; and
•Revise the cash and cash equivalents and stockholders’ equity balances on pro
forma basis and pro forma as adjusted basis to reflect the automatic vesting of the
P Units and Phantom Units upon the completion of the IPO and corporate
conversion, or explain why you do not believe such revision is necessary.

February 7, 2025
Page 2
Dilution, page 64
2.The pro forma as adjusted net tangible book value (deficit) amount used in the
dilution calculation does not appear to reflect the payment to be made to Phantom
Unit holders upon the completion of the IPO. Please advise or revise accordingly.
Summary Compensation Table, page 105
3.It appears that the amount reflected in the Options Awards column for Mr. Koblinski
should be for 2024 and not 2023. Please revise or advise.
Karman LLC Agreement, page 112
4.We note your disclosure that Mr. Koblinski will receive a cash bonus from the
proceeds from this offering.  Please revise to quantify the cash bonus.
Subsequent events, page F-51
5.Please tell us and disclose, if material, whether any equity-based awards, including
grants of P Units, have been issued subsequent to interim period ended September 30,
2024. If so, provide your analysis comparing the valuation used for those issuances to
the estimated price range of this offering.
            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

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787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

 February 5, 2025

 Via
EDGAR Submission

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Eiko Yaoita Pyles, Ernest Greene, Eranga Dias, Asia Timmons-Pierce

Re:
 TCFIII SPACECO HOLDINGS LLC

Amendment No. 1 to Registration Statement on Form S-1

Filed January 24, 2025

File No. 333-284382

Ladies and Gentlemen:

 On behalf of our client,
TCFIII Spaceco Holdings LLC, a Delaware limited liability company (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to
the Company, dated January 31, 2025 relating to the above referenced Amendment No. 1 to the Registration Statement on Form S-1 submitted on January 24, 2025.

In connection with such responses, the Company will be filing, electronically via EDGAR, Amendment No. 2 (the
“Amendment”) to the Registration Statement on Form S-1 initially filed on January 21, 2025 (the “Registration Statement”).

For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In
addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the
Amendment.

 BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON
LONDON LOS ANGELES MILAN

 MUNICH NEW
YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

 Securities and Exchange Commission

February 5, 2025

  Page
 2

 Amendment No. 1 to Registration Statement on Form S-1 filed
January 24, 2025

 Prospectus Summary

Recent Developments, page 10

1.
 We note your statement in your disclosure suggesting not to place undue reliance on your preliminary
results, which may differ from actual results. If you choose to disclose preliminary results, you should be able to assert that the actual results are not expected to differ materially from that reflected in the preliminary results. Accordingly,
please remove this statement, as it implies that investors should not rely on the information presented.

 The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 10 of the Amendment accordingly.

 * * * * *

 Securities and Exchange Commission

February 5, 2025

  Page
 3

 Please do not hesitate to contact Sean M. Ewen at (212)
728-8867 at Willkie Farr & Gallagher LLP with any questions you may have regarding this submission or if you wish to discuss any of the above responses.

Very truly yours,

 /s/ Sean M. Ewen

Sean M. Ewen, Willkie Farr & Gallagher LLP

cc:
 Tony Koblinski, TCFIII Spaceco Holdings LLC

Mike Willis, TCFIII Spaceco Holdings LLC

Brandon McCoy, Willkie Farr & Gallagher LLP

Hugh McLaughlin, Willkie Farr & Gallagher LLP

January 31, 2025
Tony Koblinski
Chief Executive Officer
TCFIII SPACECO HOLDINGS LLC
5351 Argosy Avenue
Huntington Beach, CA 92649
Re:TCFIII SPACECO HOLDINGS LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284382
Dear Tony Koblinski:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 21, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 24, 2025
Prospectus Summary
Recent Developments, page 10
1.We note your statement in your disclosure suggesting not to place undue reliance on
your preliminary results, which may differ from actual results. If you choose to
disclose preliminary results, you should be able to assert that the actual results are not
expected to differ materially from that reflected in the preliminary results.
Accordingly, please remove this statement, as it implies that investors should not rely
on the information presented.
            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

January 31, 2025
Page 2
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

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 787 Seventh Avenue

 New York, NY 10019-6099

Tel: 212 728 8000

 Fax: 212 728 8111

 January 24, 2025

 Via
EDGAR Submission

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Eiko Yaoita Pyles, Ernest Greene, Eranga Dias, Asia Timmons-Pierce

Re:
 TCFIII SPACECO HOLDINGS LLC

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted January 7, 2024

CIK No. 0002040127

 Ladies and
Gentlemen:

 On behalf of our client, TCFIII Spaceco Holdings LLC, a Delaware limited liability company (the “Company”),
set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated January 21, 2025 relating to the above referenced Amendment No. 2 to
the Draft Registration Statement on Form S-1 confidentially submitted on January 7, 2025.

In connection with such responses, the Company will be filing, electronically via EDGAR, Amendment No. 1 (the
“Amendment”) to the Registration Statement on Form S-1 initially filed on January 21, 2025 (the “Registration Statement”).

For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In
addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the
Amendment.

 BRUSSELS
CHICAGO DALLAS FRANKFURT HOUSTON LONDON LOS ANGELES MILAN

MUNICH NEW YORK PALO ALTO PARIS ROME
SAN FRANCISCO WASHINGTON

 Securities and Exchange Commission

January 24, 2025

  Page
 2

 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.

The Company respectfully acknowledges the Staff’s comment and advises that the Company has labeled each column of the corrected financial
information as “restated,” where appropriate, throughout the filing.

 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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosures on page F-25 and F-49 have been revised to clarify that P Units are required to be converted in connection with a corporate conversion and that no P Units will remain outstanding
after a corporate conversion and related initial public offering.

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.

 The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the disclosures for pro forma per share data have been revised to include the additional expense associated with the vesting of the P Units and Phantom Units and a placeholder for the
assumed conversion of existing equity interests and conversion of P Units. Please see page 20 of the Amendment.

 We advise the Staff that
the number of shares for which the Company’s outstanding equity interests and P Units will be converted into is dependent upon the ultimate offering price and associated equity value of the Company in connection with the offering. Once an
offering range is included in the Registration Statement, the Company will update the pro forma weighted average shares outstanding to reflect the assumed conversion.

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.

 The Company respectfully acknowledges the Staff’s comment and advises the
Staff that the Company’s analysis consisted of the following considerations.

 Under ASC 718-10-15-3, the guidance in the Compensation or other equity instruments, (b) the awards require or may require settlement by issuing the entity’s equity
shares or other equity instruments. As further discussed in Note 12 of the audited financial statements, according to the equity incentive plan governing the P Units, the P Units were issued to — Stock Compensation Topic applies to all
share-based payment transactions in which a grantor acquires goods or services to be used or consumed in the grantor’s own operations or provides consideration payable to a customer by issuing (or offering to issue) its shares, share options,
or other equity instruments or by incurring liabilities to an employee or a nonemployee that meet either of the following conditions: (a) the amounts are based, at least in part, on the price of the entity’s shares or other equity
instruments, (b) the awards require or may require settlement by issuing the entity’s equity shares or other equity instruments. As further discussed in Note 12 of the audited financial statements, according to the equity incentive plan
governing the P Units, the P Units were issued to certain key management employees of the Company in exchange for their services provided to the Company.

 Securities and Exchange Commission

January 24, 2025

  Page
 3

 Management advises the staff that it considered whether the Class P Units, as profits
interests are more akin to equity interests subject to the scope of ASC 718 or more akin to a profit-sharing arrangement or performance bonus that would generally be in the scope of ASC 710. Judgment is required in determining whether profits
interests represent an equity interest or if the profits interests are more akin to a profit-sharing arrangement or performance bonus.

 Criteria

 Analysis of Class P Unit Profits
Interests

 a.   The legal form of the instrument

 The Class P Units are the legal equity of Spaceco Management Equity LLC.

 Therefore, this criterion is more indicative of equity or
non-determinative. (ASC 718 or non-determinative)

 b.  Participation features such as voting rights, distribution rights, and liquidation
rights

 Voting Rights—The Incentive Units do not hold any voting rights.

 Distribution and Liquidation Rights – Holders of the Class P Units are
eligible for distributions of Net Available Cash and Capital Transaction Proceeds. However, no Class P Unit may participate in a distribution until the aggregate distributions to the Members, pursuant to Section 8.3 of the TCFIII
Spaceco Holdings LLC—Third Amended and Restated LLC Agreement, since the date that such Class P Unit was issued equal the applicable Hurdle Amount for such Class P Unit.

 Distributions to holders may occur prior to an exit event at the discretion of the
board, based on relative percentage interest held. Class P unit holders participate in distributions, based on each holder’s pro rata share of ownership, provided the applicable Hurdle Amount is met and the specified capital accounts have
first been reduced to zero.

 While a lack of voting interests is a characteristic of
a profit-sharing arrangement or performance bonus, participation in the distributions and manner in which the Class P Units participate in distributions is more consistent with equity.

 (ASC 718)

 c.   Transferability of the instrument

 As outlined in Section 10.1 of Spaceco Management Equity LLC Agreement, no holder of the units may Transfer all or any part of such
Units without the prior written consent of the Board of Managers, which the Board of Managers may grant, condition, or withhold in its sole discretion.

This factor has features of both equity and liability instruments.

(Non-Determinative)

 d.  Retention of interests upon termination of employment and/or repurchase
features

 Employees can retain vested awards upon termination or any separation of employment, including a voluntary separation, if not repurchased by
the Company.

 As per section 2.5 of the Spaceco Management Equity LLC Award Agreement
and section 10.7 of Spaceco Management Equity LLC Agreement, the Company would have the optional right to repurchase the vested units. The purchase price of those units shall be the value of the units, approved by the Board of Managers.
The value of the units is intended to represent the fair value of the underlying equity.

 Securities and Exchange Commission

January 24, 2025

  Page
 4

 Additionally, while there is no stated expiration of the Repurchase Right, based upon the Company’s expectations, from the initial grant
date on July 29, 2022, the P Units had an expected life of 2.9 years. Within 2.9 years, the P Units are expected to be settled in connection with a change in control sale transaction, or through an IPO Transaction with a Corporate Conversion.
Management notes that Spaceco Management Equity LLC has the right, but not the obligation, to repurchase the vested units upon certain contingent events that could occur prior to such a change in control or IPO Transaction. Spaceco Management Equity
LLC has full control of whether to exercise the Repurchase Right for any shares or not.

Management also considered that Spaceco Management Equity LLC does not have a history of repurchasing Class P Units, nor do they have an intention to
repurchase Class P Units from the Participants in the future. Management determined that it is not probable that Spaceco Management Equity LLC will exercise the right to repurchase any Class P units under any circumstances prior to the
expiration of the Repurchase Right upon Corporate Conversion or within six months of an employee terminating voluntarily.

The Company has no history of repurchasing the vested units, and did not exercise the Repurchase Right in connection with a voluntary retirement that occurred
in 2023.

 As such, vested units are expected to be retained.

 (ASC 718)

 e.   The settlement features

 The P Units are required to be converted in connection with a Corporate Conversion and would not remain outstanding in connection with a
related IPO. The P Units could be permitted to survive certain change in control or IPO events, which may not require a Corporate Conversion.

Under no circumstances is the Company or Spaceco Management Equity LLC required to settle the Class P units for cash. A lack of cash settlement
requirement is indicative of equity.

(ASC 718)

 Securities and Exchange Commission

January 24, 2025

  Page
 5

 Based on management’s evaluation above, and in consultation with the Company’s
audit committee, the Company’s management concluded that the P Units are more akin to equity. In connection with the analysis above, management determined that the Company has offered to issue an equity instrument as the Company’s P Units
are legal form equity, entitle the recipient to residual interest upon a distribution in excess of a stated threshold amount, which is proportionate to their percentage ownership of the Company’s P Units and do not meet the criteria for
liability classification. Thus, the P Units should be accounted for as equity classified share-based compensation under ASC 718.

 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.

 The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosures regarding
recently issued accounting standards have been revised to disclose the date upon which adoption is required for non-emerging growth companies and also the date of which we will adopt the recently issued
accounting standard assuming we remain an EGC at such time. Please see pages F-39 through F-40 of the Amendment.

Amendment No. 1 to Draft Registration Statement on Form S-1 filed December 23, 2024

General

6.
 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 appropriate risk factor disclosure regarding your forum selection provision.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 54, 56, and 117 of the Amendment
accordingly.

 * * * * *

 Securities and Exchange Commission

January 24, 2025

  Page
 6

 Please do not hesitate to contact Sean M. Ewen at (212)
728-8867 at Willkie Farr & Gallagher LLP with any questions you may have regarding this submission or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Sean M. Ewen

Sean M. Ewen, Willkie Farr & Gallagher LLP

cc:
 Tony Koblinski, TCFIII Spaceco Holdings LLC

Mike Willis, TCFIII Spaceco Holdings LLC

Brandon McCoy, Willkie Farr & Gallagher LLP

Hugh McLaughlin, Willkie Farr & Gallagher LLP

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

November 19, 2024
Tony Koblinski
Chief Executive Officer
TCFIII SPACECO HOLDINGS LLC
5351 Argosy Avenue
Huntington Beach, CA 92649
Re:TCFIII SPACECO HOLDINGS LLC
Draft Registration Statement on Form S-1
Submitted October 22, 2024
CIK No. 0002040127
Dear Tony Koblinski:
            We have conducted a limited review of your draft registration statement and have the
following comment(s).
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission 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 filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Summary, page 1
1.Please balance the disclosure in the summary by addressing the challenges that you
face.  Please disclose your indebtedness.

November 19, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Financial and Non-GAAP Operating Measures, page 68
2.We note you present the Non-GAAP financial measures, Adjusted EBITDA and
Adjusted EBITDA margin, and they include adjustments for integration expenses and
non-recurring restructuring costs and lender and administrative agent fees. Please
address the following:
•You disclose that integration expenses and non-recurring restructuring costs
include amounts incurred or paid as a part of the Company’s rebranding efforts,
which included signage redesign, installation of new signage, and associated
personnel costs. Please explain to us the nature of these costs and why you believe
they do not represent normal, recurring operating expenses. In doing so, please
quantify for us the amounts that represent process improvement and/or strategic
initiatives from the amounts that represent costs related to a formal restructuring
plan and integration costs from actions related to business acquisitions; and
•It appears that lender and administrative agents fees are also normal operating
expense related to your business. Please revise your disclosure to not exclude
lender and administrative agent fees from Non-GAAP performance measures or
explain why you believe the adjustment is appropriate.
Please explain your consideration of Question 100.01 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations in determining the
appropriateness of these adjustments.
3.We note on page 70 that you present Adjusted EBITDA margin, but do not present the
most directly comparable GAAP measure, net income / (loss) margin, with equal or
greater prominence. Please revise your disclosure to present the most directly
comparable GAAP measure with equal or greater prominence in accordance with Item
10(e)(1)(i)(A) of Regulation S-K.
Business
Government Contracts, page 84
4.To the extent material, please quantify the amount of revenue attributable to
government contracts or subcontracts. Refer to Item 101(c)(1)(i) and (iv) of
Regulation S-K.
Properties, page 85
5.Please revise to provide more detailed information regarding your properties.
Intellectual Property, page 86
6.We note your disclosure that you rely on patents, trademarks, trade secrets and
proprietary knowledge and technology in order to maintain a competitive advantage.
Please revise to disclose the duration and effects of any patents, trademarks, licenses,
franchises, and/or concessions held by the company, as applicable. Refer to Item
101(c)(1)(iii) of Regulation S-K.

November 19, 2024
Page 3
Raw Materials, page 86
7.Please revise to identify the raw materials used to manufacture your products.
Executive Compensation, page 93
8.In your next amendment please include the missing information including the
information for your summary compensation table.
Principal Stockholders, page 99
9.Please revise this section to include all the information required by Item 403 of
Regulation S-K. Including prominent disclosure of the title of class of security and the
address of each individual/entity owner.
Forum Selection, page 102
10.We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal district court for the District of Delaware) as the exclusive
forum for certain litigation, including any “derivative action.” Please disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act. If
so, please also state that there is uncertainty as to whether a court would enforce such
provision. If the 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.
Note 10. Membership Units
Profit interest units, page F-23
11.We note that ASC 710, Compensation was applied to account for the PIUs. Please tell
us the specific characteristics of the PIUs that you considered and your basis for the
accounting treatment, including specific authoritative guidance that supports your
analysis. Also, revise to disclose any expected changes to the PIUs upon corporate
conversion.
Notes to Consolidated Financial Statements
Note 11. Provision for Income Tax, page F-23
12.We note that your tax rate reconciliation includes a “Return to provision” line item.
Please clarify for us and disclose in your filing the nature of the return to
provision true-up line item. In addition, please provide us with a comprehensive
analysis to show how you determined whether your return to provision adjustment is a
change in accounting estimate or an error correction pursuant to ASC 250.

November 19, 2024
Page 4
General
13.Please revise your registration statement to provide under separate title
"Determination of Offering Price" the various factors considered in determining your
initial offering price. See Item 505(a) of Regulation S-K.
14.We note your disclosure regarding rights of certain shareholders under the
Stockholder’s Agreement. Please disclose these rights in your summary and include
appropriate risk factor disclosures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            We also remind you that your registration statement must be on file no later than 48
hours prior to the requested effective date and time. Refer to Rules 460 and 461 regarding
requests for acceleration. Please allow adequate time for us to review any amendment prior to
the requested effective date of the registration statement.
            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