SecProbe.io

CORRESP
 1
 filename1.htm

 Spring Valley Acquisition Corp. III

 2100 McKinney Ave., Suite 1675

 Dallas, TX 75201

 August 29, 2025

 VIA EDGAR
United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Doris Stacey Gama and Chris Edwards

 RE:
 Spring Valley Acquisition Corp. III (the "Company")
 Registration Statement on Form S-1 (File No. 333- 289294) (the "Registration Statement")

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 p.m. on September 3, 2025, or as soon thereafter
as practicable.

 [Signature page follows]

 Very truly yours,

 SPRING VALLEY ACQUISITION CORP. III

 By:
 /s/ Christopher Sorrells

 Name: Christopher Sorrells

 Title: Chief Executive Officer

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]

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 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
 Registration Statement on Form S-1
 Filed August 6, 2025
 File No. 333-289294
Dear Christopher Sorrells:

 We have reviewed your registration statement and have the following
comment.

 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.

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.
 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.

 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.
 August 13, 2025
Page 2

 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Jason T. Simon, Esq.

 Tel 703.749.1386

 Fax 703.714.8386

 SimonJ@gtlaw.com

 August 4, 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
Draft Registration Statement on Form S-1
Submitted July 3, 2025
CIK No. 0002074850

 Dear Ms. Torney and Mr. Gordon:

 On behalf of Spring Valley
Acquisition Corp. III (the “Company”), we are hereby responding to the letter, dated July 3, 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 submitted confidentially on July 3, 2025 (the “Draft Registration
Statement”). In response to the Comment Letter and to update certain information in the Draft Registration Statement, the Company
is publicly filing its Registration Statement on Form S-1 (the “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.

 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.

 Response:
The Company has revised the disclosure on the cover page of the 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 4, 2024

 Page 2

 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.

 Response :
The Company has revised the disclosure on the cover page of the Registration Statement in response to the Staff’s comment.

 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.

 Response :
The Company has revised the disclosure on the cover page of the Registration Statement in response to the Staff’s comment.

 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.

 Response :
The Company has revised the disclosure on page 3 of the Registration Statement in response to the Staff’s comment.

 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.

 Response :
The Company has revised the disclosure on page 11 of the 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 4, 2024

 Page 3

 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.

 Response :
The Company has revised the disclosure on page 12 of the Registration Statement in response to the Staff’s comment.

 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.

 Response :
The Company has revised the disclosure on page 15 of the Registration Statement in response to the Staff’s comment.

 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.

 Response :
The Company has revised the disclosure on page 40 of the 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 4, 2024

 Page 4

 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.

 Response :
The Company has revised the disclosure on page 57 of the Registration Statement in response to the Staff’s comment.

 *      *      *

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>