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

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
 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