SecProbe.io

CORRESP
 1
 filename1.htm

 April
16, 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:
 Texas Ventures Acquisition III Corp

 Registration Statement on Form S-1

 File No. 333-284793

 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 & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representative
of the underwriters and the lead book running manager and Clear Street LLC, as joint book-runner 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 April 21, 2025 at 4:30 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 April 16, 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 April 2, 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
 & COMPANY CAPITAL MARKETS,
 A DIVISION OF J.V.B. FINANCIAL GROUP, LLC

 By:
 /s/
 Jerry Serowik

 Name:
 Jerry
 Serowik

 Title:
 Senior
 Managing Director

 CLEAR
 STREET LLC

 By:
 /s/
 Ryan Gerety

 Name:
 Ryan
 Gerety

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 TEXAS VENTURES ACQUISITION III CORP

 5090 Richmond Ave, Suite 319

 Houston, Texas 77056

 April 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Eric McPhee

 Isaac Esquivel

 Stacie Gorman

 Pam Long

 Re:
 Texas Ventures Acquisition III Corp

 Registration Statement on Form S-1

 Filed April 4, 2025, as amended
 File No. 333-284793

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Texas Ventures Acquisition III Corp hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Monday, April 21, 2025 or as soon as thereafter
practicable.

 Very truly yours,

 /s/ E. Scott Crist

 E. Scott Crist

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 VIA EDGAR

 April 4, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Eric McPhee

 Isaac Esquivel

 Stacie Gorman

 Pam Long

 Re: Texas Ventures Acquisition III
Corp

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

 Filed April 2, 2025

 File No. 333-284793

 Ladies and Gentlemen:

 Texas Ventures Acquisition III Corp (the " Company ")
hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and
Exchange Commission (the " Commission ") on April 3, 2025, relating to the Company's Amendment No.2 to Registration
Statement on Form S-1, filed by the Company with the Commission on April 2, 2025. This letter will be filed concurrently with the filing
of Amendment No. 3 to the Registration Statement (" Amendment No. 3 ").

 For the Staff's convenience, we have repeated
below the Staff's comments in bold and have followed each comment with the Company's response.

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

 Part II. Information not Required in Prospectus

 Item16. Exhibits and Financial Statement Schedules, page II-2

 1.

 Please request your auditor to revise its consent in Exhibit
23.1 to reflect the report date of April 1, 2025 as reflected in their report on page F-2.

 Response: The Company has filed a revised auditor's
consent as Exhibit 23.1 to Amendment No. 3 in response to the Staff's comment.

 2.

 Please request Cayman counsel to revise its opinion in Exhibit
 5.2 to remove inappropriate assumptions. In this regard, for example, we note paragraphs 9, 11, and 20 of Schedule 2. Refer to
 Section II.B.3.a of Staff Legal Bulletin No. 19.

 Response: The Company has filed a revised Cayman counsel
opinion as Exhibit 5.2 to Amendment No. 3 in response to the Staff's comment.

 We thank the Staff for its review of the foregoing. If you have further
comments, please feel free to contact our counsel, Richard I. Anslow at ranslow@egsllp.com and Lijia Sanchez at lsanchez@egsllp.com, or
by telephone at (212) 370-1300.

 Sincerely,

 Texas Ventures Acquisition III Corp

 /s/ E. Scott Crist

 E. Scott Crist, Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

E. Scott Crist
Chief Executive Officer
Texas Ventures Acquisition III Corp
5090 Richmond Ave
Suite 319
Houston, TX 77056

 Re: Texas Ventures Acquisition III Corp
 Amendment No. 2 to Registration Statement on Form S-1
 Filed April 2, 2025
 File No. 333-284793
Dear E. Scott Crist:

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

 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.

Amendment No. 2 to Registration Statement on Form S-1
Part II. Information not Required in Prospectus
Item16. Exhibits and Financial Statement Schedules, page II-2

1. Please request your auditor to revise its consent in Exhibit 23.1 to
reflect the report
 date of April 1, 2025 as reflected in their report on page F-2.
2. Please request Cayman counsel to revise its opinion in Exhibit 5.2 to
remove
 inappropriate assumptions. In this regard, for example, we note
paragraphs 9, 11, and
 20 of Schedule 2. Refer to Section II.B.3.a of Staff Legal Bulletin No.
19.
 April 3, 2025
Page 2

 Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at
202-551-3765 with
any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Lijia Sanchez, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 March 17, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Eric McPhee

 Isaac Esquivel

 Stacie Gorman

 Pam Long

 Re: Texas Ventures Acquisition III
Corp

 Registration Statement on Form S-1

 Filed February 7, 2025

 File No. 333-284793

 Ladies and Gentlemen:

 Texas Ventures Acquisition III Corp (the " Company ")
hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and
Exchange Commission (the " Commission ") on February 25, 2025, relating to the Company's Registration Statement
on Form S-1, filed by the Company with the Commission on February 7, 2025. This letter will be filed concurrently with the filing of Amendment
No. 1 to the Registration Statement (" Amendment No. 1 ").

 For the Staff's convenience, we have repeated
below the Staff's comments in bold and have followed each comment with the Company's response.

 Registrant Statement on Form S-1

 Cover page

 1.
 Regarding your new disclosures about the NMSI private placement warrants, we note that the warrant agreement does not contain the provision requiring the separate consent of a majority of NMSI holders to approve any forfeiture, transfer, exchange or amendment of such warrants in connection with a business combination. Please reconcile. Please also address whether such approval, if withheld, may impact your ability to complete a business combination. Revise similar disclosures where they appear throughout the prospectus.

 Response:
The Company has updated the form warrant agreement as Exhibit 4.4,
and Amendment No. 1 on cover page and pages 28, 67, 71, and 174 to include the required disclosures.

 2.
 Clarify when the NMSI private placement warrants will be purchased by the non-managing sponsor investors. Disclosure on the cover page suggests that this will take place simultaneously with the closing of the offering, however, disclosure on page 1 states that the NMSI private placement warrants will be distributed upon closing of your business combination. Also clarify whether the non-managing sponsor members will hold the NMSI private placement warrants directly, or whether they will be held through the sponsor. If the latter, please reconcile disclosure that the consent of non-managing sponsor members is required to approve forfeitures and other dispositions of the NMSI private placement warrants with disclosure on page 13 under "Sponsor Information" stating that non-managing sponsor investors will have no right to participate in any decision regarding the disposal of any security held by the sponsor.

 Response: The Company respectfully submits that the NMSI private placement warrants
will be purchased by the sponsor at the closing of the initial public offering and will be held by the sponsor until the closing of the
business combination. The NMSI private placement warrants will be distributed to the non-managing sponsor investors following the business
combination. To the extent non-managing sponsor investors purchase any NMSI private placement warrants at the closing of the initial public
offering, such purchase will be carried out indirectly through the sponsor. The Company has revised the disclosures on cover page and
pages 13, 23, 27, 67, 71, 120, 159, and 160 of Amendment No. 1.

 3.
 We note your disclosure that the conversion of NMSI private placement warrants to Class A shares may cause significant dilution to public shareholders when the market price of the Class A shares is low. Please add disclosure that this may also incentivize non-managing sponsor members to vote their public shares in favor of a business combination target that may decline in value and be unprofitable for public shareholders, given that non-managing sponsor members will be able to receive shares in exchange for warrants even when the warrants are out of the money.

 Response: The Company has revised the disclosures on cover page and pages 28,
67, and 174 of Amendment No. 1.

 Conflict of Interests, page 42

 4.
 We note your response to prior comment 3 and reissue in part. Please disclose how you intend to allocate opportunities among Texas Ventures and any new SPACs that they may form in the future.

 Response: The Company has revised the disclosures on pages
12, 42, 80, 119, 124, and 155 of Amendment No. 1.

 We thank the Staff for its review of the foregoing. If you have further
comments, please feel free to contact our counsel, Richard I. Anslow at ranslow@egsllp.com and Lijia Sanchez at lsanchez@egsllp.com, or
by telephone at (212) 370-1300.

 Sincerely,

 Texas Ventures Acquisition III Corp

 /s/ E. Scott Crist

 E. Scott Crist, Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

February 26, 2025
E. Scott Crist
Chief Executive Officer
Texas Ventures Acquisition III Corp
5090 Richmond Ave
Suite 319
Houston, TX 77056
Re:Texas Ventures Acquisition III Corp
Registration Statement on Form S-1
Filed February 7, 2025
File No. 333-284793
Dear E. Scott Crist:
            We have reviewed your registration statement and have the following comments.
            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
Cover page
1.Regarding your new disclosures about the NMSI private placement warrants, we note
that the warrant agreement does not contain the provision requiring the separate
consent of a majority of NMSI holders to approve any forfeiture, transfer, exchange or
amendment of such warrants in connection with a business combination. Please
reconcile. Please also address whether such approval, if withheld, may impact your
ability to complete a business combination. Revise similar disclosures where they
appear throughout the prospectus.
Clarify when the NMSI private placement warrants will be purchased by the non-
managing sponsor investors. Disclosure on the cover page suggests that this will take
place simultaneously with the closing of the offering, however, disclosure on page 1
states that the NMSI private placement warrants will be distributed upon closing of 2.

February 26, 2025
Page 2
your business combination. Also clarify whether the non-managing sponsor members
will hold the NMSI private placement warrants directly, or whether they will be held
through the sponsor. If the latter, please reconcile disclosure that the consent of non-
managing sponsor members is required to approve forfeitures and other dispositions
of the NMSI private placement warrants with disclosure on page 13 under "Sponsor
Information" stating that non-managing sponsor investors will have no right to
participate in any decision regarding the disposal of any security held by the sponsor.
3.We note your disclosure that the conversion of NMSI private placement warrants to
Class A shares may cause significant dilution to public shareholders when the market
price of the Class A shares is low. Please add disclosure that this may also incentivize
non-managing sponsor members to vote their public shares in favor of a business
combination target that may decline in value and be unprofitable for public
shareholders, given that non-managing sponsor members will be able to receive shares
in exchange for warrants even when the warrants are out of the money.
Conflicts of Interest, page 42
4.We note your response to prior comment 3 and reissue in part. Please disclose how
you intend to allocate opportunities among Texas Ventures and any new SPACs that
they may form in the future.

            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.
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lijia Sanchez, Esq.

CORRESP
1
filename1.htm

VIA EDGAR

February 7, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Eric McPhee

Isaac Esquivel

Stacie Gorman

Pam Long

Re: Texas Ventures Acquisition III
Corp

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

Submitted January 17, 2025

CIK No. 0002033991

Ladies and Gentlemen:

Texas Ventures Acquisition III Corp (the “Company”)
hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) on January 31, 2024, relating to the Amendment No.1 to Draft Registration Statement
on Form S-1, filed by the Company with the Commission on January 17, 2025. This letter will be filed concurrently with the filing of the
Registration Statement (“Registration Statement”).

For the Staff’s convenience, we have repeated
below the Staff’s comments in bold and have followed each comment with the Company’s response.

Amendment No.1 to Draft Registrant Statement on Form S-1

Cover page

    1.
    We note your disclosure on page 27 that the private placement warrants held by the non-managing sponsor investors will be exchangeable for Class A shares at one-half the market price pf the Class A shares. Please revise to clarify how this is consistent with the term that such warrants are exercisable for $11.50 per share. Explain why non-managing sponsor investor would choose to exchange its warrants in this way versus exercising the warrant, and discuss the impact on public investors. Please also revise your cover page to disclose the exchange terms, and explain whether the private placement warrants retained by the sponsor and others also include this provision. If so, discuss any additional conflicts of interest and address the extent to which the issuance of Class A shares in exchange for private warrants may result in a material dilution of the purchasers’ equity interests

Response: The Company acknowledges the Staff’s comment
and has amended its disclosure on cover page, pages 27, 28, 42, 160, 175, and F-17 of the Registration Statement.

    2.
    Please revise disclosure here and under “Sponsor Information” on page 14, and elsewhere that similar disclosure appears, to address whether conversion of the working capital loans into warrants may result in a material dilution of the purchasers’ equity interests, as requested in prior comments 2 and 5.

Response: The Company respectfully advises the Staff that
such disclosures were included in the Amendment No.1 to Draft Registration Statement on Form S-1 on cover page and pages 14, 101 and 121
that similar disclosure appears.

Conflict of Interests, page 41

    3.

    We note your response to prior comment 8, including disclosure
    that your sponsor and officers and directors may sponsor or form other special purpose acquisition companies similar to yours or may
    pursue other business or investment ventures during the period in which you are seeking an initial business combination. You state
    that you believe conflicts are mitigated "by the differing nature of the acquisition targets those other special purpose
    acquisition companies typically consider most attractive and the types of acquisitions we expect to find most attractive,"
    suggesting that your sponsor, officers and directors are involved in other SPACs that are currently seeking targets. Please clarify
    whether this is the case, and if so, how opportunities to acquire targets will be allocated among SPACs. If they are not currently
    involved in other SPACs seeking targets, please revise to remove the implication that they are and disclose how you intend to
    allocate opportunities among

    Texas Ventures and any new SPACs.

Response: The Company acknowledges the
Staff’s comment and has amended its disclosure on page 12, 42, 119, 124, and 155 of the Registration Statement.

Management, page 112

    4.
    We note your response to prior comment 14 and reissue in part. Please clarify whether any of the other entities listed in the prior experience or affiliated companies of your officers and directors are or were acquisition companies and provide disclosure required by Item 1603(a)(3) of Regulation S-K.

Response: The Company respectfully advises the Staff that
among the entities listed in the prior experience or affiliated companies of its officers and directors, only Industrial Tech Acquisitions
II, Inc. (Nasdaq: ITAQ) and Industrial Tech Acquisitions, Inc. (Nasdaq: ITAC) was an acquisition company, as disclosed on pages 4-5, 112-114,
and 147-148 of the Amendment No.1 to Draft Registration Statement on Form S-1. The Company’s officers and directors are not currently
involved in other special purpose acquisition companies.

We thank the Staff for its review of the foregoing. If you have further
comments, please feel free to contact our counsel, Richard I. Anslow at ranslow@egsllp.com and Lijia Sanchez at lsanchez@egsllp.com, or
by telephone at (212) 370-1300.

    Sincerely,

    Texas Ventures Acquisition III Corp

    /s/ E. Scott Crist

    E. Scott Crist, Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

January 31, 2025
E. Scott Crist
Chief Executive Officer
Texas Ventures Acquisition III Corp
5090 Richmond Ave
Suite 319
Houston, TX 77056
Re:Texas Ventures Acquisition III Corp
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 17, 2025
CIK No. 0002033991
Dear E. Scott Crist:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 31, 2024, letter.
Amendment No. 1 to Draft Registrant Statement on Form S-1
Cover Page
We note your disclosure on page 27 that the private placement warrants held by the
non-managing sponsor investors will be exchangeable for Class A shares at one-half
the market price of the Class A shares. Please revise to clarify how this is consistent
with the term that such warrants are exercisable for $11.50 per share. Explain why
non-managing sponsor investor would choose to exchange its warrants in this way
versus exercising the warrant, and discuss the impact on public investors. Please also
revise your cover page to disclose the exchange terms, and explain whether the private 1.

January 31, 2025
Page 2
placement warrants retained by the sponsor and others also include this provision. If
so, discuss any additional conflicts of interest and address the extent to which the
issuance of Class A shares in exchange for private warrants may result in a material
dilution of the purchasers' equity interests.
2.Please revise disclosure here and under "Sponsor Information" on page 14, and
elsewhere that similar disclosure appears, to address whether conversion of the
working capital loans into warrants may result in a material dilution of the purchasers'
equity interests, as requested in prior comments 2 and 5.
Conflicts of Interest, page 41
3.We note your response to prior comment 8, including disclosure that your sponsor and
officers and directors may sponsor or form other special purpose acquisition
companies similar to yours or may pursue other business or investment ventures
during the period in which you are seeking an initial business combination. You state
that you believe conflicts are mitigated "by the differing nature of the acquisition
targets those other special purpose acquisition companies typically consider most
attractive and the types of acquisitions we expect to find most attractive," suggesting
that your sponsor, officers and directors are involved in other SPACs that are
currently seeking targets. Please clarify whether this is the case, and if so, how
opportunities to acquire targets will be allocated among SPACs. If they are not
currently involved in other SPACs seeking targets, please revise to remove the
implication that they are and disclose how you intend to allocate opportunities among
Texas Ventures and any new SPACs.
Management, page 112
4.We note your response to prior comment 14 and reissue in part. Please clarify whether
any of the other entities listed in the prior experience or affiliated companies of your
officers and directors are or were acquisition companies and provide disclosure
required by Item 1603(a)(3) of Regulation S-K.
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lijia Sanchez, Esq.

October 31, 2024
E. Scott Crist
Chief Executive Officer
Texas Ventures Acquisition III Corp
5090 Richmond Ave
Suite 319
Houston, TX 77056
Re:Texas Ventures Acquisition III Corp
Draft Registration Statement on Form S-1
Submitted October 4, 2024
CIK No. 0002033991
Dear E. Scott Crist:
            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.We note that non-managing sponsor investors will indirectly purchase private
warrants through the purchase of non-managing sponsor membership interests. Please
clarify whether these private warrants are in addition to the 4,000,000 warrants to be
purchased by the sponsor.
We note your disclosure in paragraph 8. Please revise to address the finder’s fees,
advisory fees, consulting fees or success fees you may pay, as disclosed on page 13.
Further, please revise to state whether the exercise of the private warrants on a
cashless basis and the conversion of the working capital loans into warrants may
result in a material dilution of the purchasers' equity interests. Please refer to Item 2.

October 31, 2024
Page 2
1602(a)(3) of Regulation S-K.
Acquisition Process, page 9
3.We note your disclosure on page 53 that you expect to encounter significant
competition from other entities having a business objective similar to yours and that
you may have a competitive disadvantage in successfully negotiating a business
combination. Please revise disclosure regarding your acquisition process and effecting
your initial business combination on pages 9 and 124 to address how competition may
impact your ability to identify and evaluate a target company.
Summary
Initial Business Combination, page 9
4. Please revise your disclosure here and on pages 40 and 151 to further explain how the
type of transaction that you would target being of a nature substantially different than
what your sponsor, directors, and officers would target supports the conclusion that
potential conflicts of interest would not materially affect your ability to complete a
business combination. Also, please elaborate on why the fact that the sponsor,
directors and officers have financial interests in your completion of a business
combination resolves conflicts of interest that the sponsor, directors and officers may
have as a result of their fiduciary, contractual or other duties to other entities.
Sponsor Information, page 12
5.Please revise the disclosures on page 13, outside of the table, to describe the extent to
which the exercise of the private warrants on a cashless basis and the conversion of
the working capital loans into warrants may result in a material dilution of the
purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K. Please make
similar revisions to your disclosure on page 118 in accordance with Item 1603(a)(6)
of Regulation S-K. Additionally, we note your disclosure that you may pay finder's
fees, advisor fees, consulting fees, or success fees to your sponsor, officers, directors,
advisors or affiliates. However, on page 39, you state that such fees may only be paid
to your independent directors or their respective advisors. Please revise your
disclosure throughout to reconcile this discrepancy.
Proceeds to be held in trust account, page 27
6.We note your disclosure on page F-7 that you will not redeem shares in an amount
that would cause its net tangible assets to be less than $5,000,001. Please revise your
cover page and disclosure throughout as appropriate to address this limitation on
redemptions. Please refer to Item 1602(b)(2) of Regulation S-K.
Conflicts of Interest, page 40
7.We note your disclosure on page 53 that you expect to encounter significant
competition from other entities having a business objective similar to yours and that
you may have a competitive disadvantage in successfully negotiating a business
combination. Please revise disclosure regarding your acquisition process and effecting
your initial business combination on pages 9 and 124 to address how competition may
impact your ability to identify and evaluate a target company.

October 31, 2024
Page 3
8.We note your disclosure that your sponsor and officers and directors may sponsor or
form other special purpose acquisition companies similar to yours or may pursue other
business or investment ventures during the period in which you are seeking an initial
business combination. Please clarify how opportunities to acquire targets will be
allocated among SPACs.
Risk Factors, page 47
9.We note your disclosure on pages 16 and 120 that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement warrants or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
If we are deemed to be an investment company under the Investment Company Act . . ., page
57
10.Please revise this risk factor to clarify that you may be deemed to be an investment
company at any time, notwithstanding that the proceeds of the offering will be
invested only in U.S. government treasury obligations or certain money market funds.
In this regard, we note the statements that you do not believe your activities will
subject you to the Investment Company Act, and "[t]o this end, the proceeds held in
the trust account will initially be invested in [government securities]. We also note the
statement that "[b]y restricting the investment of the proceeds to these instruments . . .
[you] intend to avoid being deemed an 'investment company."
Use of Proceeds, page 95
11.We note that, in footnote 5, you have assumed use of proceeds for only 12 months for
the office and administrative support. Given that you have up to 24 months to
complete the initial business combination, please advise why you have not included
costs assuming you continue for that period of time.
Dilution, page 99
We refer you to your tabular presentation of dilution at quartile intervals on the
outside cover page and on page 99. Such tabular presentation appears to assume
your maximum redemption  threshold is the entire amount of shares to be sold to public
shareholders as part of this offering. We further note your disclosure stating that you
may not redeem your public shares in an amount that would cause your net tangible
assets, after payment of the deferred underwriting commissions, to be less than
$5,000,001. Please tell us how you considered this redemption restriction in your
determination of your  maximum redemption  threshold for your dilution presentation.
To the extent you revise your maximum redemption threshold within your dilution
tables, please be certain to disclose quartile intervals based on percentages of the 12.

October 31, 2024
Page 4
maximum redemption threshold. Please refer to Item 1602 of Regulation S-K.
13.It appears that the columns showing the calculation of net tangible book value with
and without the over-allotment option may be reversed, as the amount of ordinary
shares redeemed is greater in the "without over-allotment" columns than the "with
over-allotment" columns. Please revise or advise.
Proposed Business
Management Team, page 110
14.We note your disclosure regarding the prior experience of your officers and directors,
including their involvement with Industrial Tech Acquisitions II, Inc. from January
2022 until October 2023. Please provide additional disclosure here and on page 3
regarding the efforts of Industrial Tech Acquisitions II to acquire an operating
company and the outcome, including the redemption of outstanding shares. Please
also clarify whether any of the other entities listed in the prior experience of your
officers and directors are or were acquisition companies and provide disclosures
required by Item 1603(a)(3) of Regulation S-K.
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lijia Sanchez, Esq.