SecProbe.io

CORRESP
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 filename1.htm

 Tidal
Trust III

 234
West Florida Street, Suite 203

 Milwaukee,
Wisconsin 53204

 August
5, 2025

 VIA
EDGAR TRANSMISSION

 Ms.
Deborah O'Neal

 Division
of Investment Management, Disclosure Review Office

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re: Tidal
Trust III (the "Trust")

 Post-Effective
Amendment No. 115 to the Trust's Registration Statement on Form N-1A (the "Amendment")

 File
Nos. 811- 23312; 333- 221764

 Dear
Ms. O'Neal:

 This
correspondence responds to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the "Staff"
or the "Commission") on July 28, 2025, with respect to the Registration Statement and the Trust's proposed seven new
series, VistaShares Pershing Square Select ETF, VistaShares Scion Asset Management Select ETF, VistaShares Target 15 Scion Asset
Management Select Income ETF, VistaShares Duquesne Select ETF, VistaShares Target 15 Duquesne Select Income ETF, and VistaShares Berkshire
Select ETF (each, a "Fund," and together, the "Funds"). For your convenience, the comments have been reproduced
with responses following each comment. Capitalized terms not otherwise defined here have the same meaning as in the Amendment.

 As
noted in response to Comment 2 below, certain the Funds' names will be revised as reflected in the corresponding response.

 Prospectus

 1. General
 Comment – please apply comments made on one section of the registration statement to
 similar sections of the registration statement, as applicable.

 Response:
 The Trust confirms that has, where applicable, applied the below comments and responses related to one section of the registration
statement to other similar sections of the registration statement.

 2. In
 determining whether a particular name is misleading the standard is whether the name would
 lead a reasonable investor to conclude that the Fund invests in a manner that is inconsistent
 with the Fund's intended investment or the risks of those investments. See Investment
 Company Names, Release IC-24828 (Jan. 17, 2001). Considering that the Funds' strategies
 are all subject to an Upside Cap, please explain why inclusion of "Pershing Square,"
 "Scion Asset Management," "Duquesne," and "Berkshire"
 in the respective Funds' name are not materially deceptive or misleading given that
 those investment managers are neither a sponsor, distributor, investment adviser or otherwise
 affiliated with the relevant Fund(s) or consider revising the names of the Funds.

 Response:
 The Trust acknowledges the Staff's comment. In addition, the Trust notes that it has determined to revise the following Fund
names as shown in the following chart to better reflect each Fund's strategies:

 Old
 Name
 New
 Name

 VistaShares
 Pershing Square Select ETF
 VistaShares
 ACKtivist Select ETF

 VistaShares
 Target 15 Pershing Square Select Income ETF
 VistaShares
 Target 15 ACKtivist Select ETF

 VistaShares
 Scion Asset Management Select ETF
 VistaShares
 BigShort Select ETF

 VistaShares
 Target 15 Scion Asset Management Select Income ETF
 VistaShares
 Target 15 BigShort Select Income ETF

 VistaShares
 Duquesne Select ETF
 VistaShares
 DRUKMacro Select ETF

 VistaShares
 Target 15 Duquesne Select Income ETF
 VistaShares
 Target 15 DRUKMacro Select Income ETF

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 Regarding
the VistaShares Berkshire Select ETF, the Trust respectfully believes that the current name accurately reflects the Fund's strategy
and is neither materially deceptive nor misleading because, among other things, the Fund will invest 10% of its assets in such security.
Furthermore, the Trust has significantly bolstered the Prospectus disclosures to clarify that each of the foregoing entities has no involvement
in the Funds' strategies. For example, each Fund's Item 4 prospectus disclosures will include language substantially similar
to the following:

 The
Fund was not developed or created by, and is not sponsored, endorsed, or approved by [Firm]. Moreover, [Firm] did not participate in
the development of the Fund's investment strategy. [Firm] does not select or approve the Fund's portfolio holdings, nor does
it participate in the construction, design, or implementation of the Fund. [Firm] does not provide any assurances, guarantees, or representations
regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by [Firm].

 3. With
 respect to each Fund that discloses, in its Principal Investment Strategies section, that
 it is an actively managed fund but that its management approach, " closely resembles
 that of a passively managed fund, with limited discretion used primarily to address regulatory
 or tax considerations," please supplementally explain how each Fund is not a passively
 managed fund.

 Response:
 In seeking to achieve the Fund's investment objective, the investment sub-adviser will use investment discretion to determine
whether to invest directly or synthetically in each security in the Index based on relevant market factors and will reallocate each Fund's
portfolio holdings more frequently than the Index is rebalanced when it believes doing so is in the Fund's interest. The Funds'
investment strategy disclosures have been supplemented to reflect the foregoing.

 4. For
 each Fund that qualifies the disclosure referenced in Comment 4 above, with disclosure that
 it will concentrate its investments to "approximately" the same extent as the
 Index, please deleted the word "approximately," as this is not permitted under
 relevant guidance. See SEC No-Action, First Australia Fund Inc., (July 29, 1999) ("First
 Australia"), available at: Division of Investment Management No-Action Letter: The
 First Australia Fund, Inc..

 Response:
 The Trust acknowledges the Staff's comments and respectfully notes that First Australia also provides that:

 Section
8 (b)(1) permits a fund to implement a concentration 'policy that allows for some degree of discretion, provided that the circumstances
under which the manager may exercise its discretion to change the fund's concentration status are described, to the extent practicable,
in the fund's registration statement.

 [p.
2]

 We
also respectfully note that First Australia permits First Australia Fund Inc., a non-diversified investment company to utilize discretion
to concentrate its portfolio differently than the concentration of the Index that it primarily tracks, provided it describes in its registration
statement, "insofar as practicable, the extent to which the Fund intends to concentrate in an industry by setting clear, objective
limitations on the manager's ability to freely concentrate in an industry." (Id., at p. 3). The Fund respectfully believes
that its registration statement disclosure, as revised, appropriately describes the circumstances where it may use some degree of discretion
in otherwise tracking the index and its concentration (e.g. more frequent rebalancing than the Index). Accordingly, the Trust respectfully
believes that the use of "approximately" in this context both provides accurate information to shareholders and is permissible
under First Australia.

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 5. For
 each Fund that discloses, in its Principal Investment Strategies – Fund Attributes
 section, that it will concentrate its investments to the extent the Index concentrates in
 the securities of a particular industry or group of related industries, please also:

 a. Disclose,
 as applicable, the industry or industries in which the Index currently concentrates.

 Response:
 The Trust has revised the relevant disclosure consistent with the Staff's comment.

 b. Disclose
 the risks of such industry or industries in the Principal Investment Risks section of each
 Fund's prospectus, as applicable.

 Response:
 The Trust has revised the relevant disclosure consistent with the Staff's comment.

 c. In
 each Fund's SAI, make corresponding revisions to each Fund's fundamental investment
 restriction related to concentrating its investment in an industry or group of related industries,
 as applicable.

 Response:
 The Trust has revised each Fund's fundamental investment restriction related to concentrating its investment in an industry
or group of related industries consistent with this Staff comment and the Trust's response to Comment 4.

 6. For
 each Fund that discloses in its prospectus that, "NONE OF THE FUND, TIDAL TRUST III,
 THE ADVISER, OR THE SUB-ADVISER ARE AFFILIATED WITH . . ," please add the Index Provider
 to the listed entities in this disclosure, if accurate.

 Response:
 The Trust has added the Index Provider to the listed entities in this disclosure.

 7. For
 each Fund that contains "Target 15" in its name, please file a 485BXT in EDGAR
 to extend the effective date of such Funds' registration statements until such time
 as current discussion between Staff and the Adviser related to fund names containing this
 and similar terms results in an agreed upon approach.

 Response:
 The Trust agrees that if there is not a mutually agreed upon approach in place prior to the effective date, the Trust will make one
or more 485BXT filings consistent with the Staff's comment.

 8. In
 the Principal Investment Strategies section of each Fund's prospectus, please add additional
 disclosure regarding the index methodology, including (1) the frequency of rebalancing; and
 (2) the weighting methodology.

 Response:
 The Trust has revised the relevant disclosure consistent with the Staff's comment.

 9. In
 the Purchase and Sale of Shares section of each Fund's prospectus, please disclose
 that purchases and redemptions of creation units primarily with cash, rather than through
 in-kind delivery of portfolio securities, may cause the ETF to incur certain costs. Please
 also disclose that these costs could include brokerage costs or taxable gains or losses that
 it might not have incurred if it had made redemption in-kind. In addition, please disclose
 that these costs could be imposed on the ETF, and thus decrease the ETF's net asset
 value, to the extent that the costs are not offset by a transaction fee payable by an authorized
 participant.

 Response:
 The Trust has added the requested disclosure to the Purchase and Sale of Shares section of each Fund's prospectus.

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 10. In
 the Additional Information About the Funds section of the prospectus, in the disclosure related
 to each Index's methodology, please add additional details describing each Index's
 selection day, including clarifying the frequency of each selection day.

 Response:
 The Trust has revised the relevant disclosure to provide additional detail and clarify the frequency of each selection day.

 11. In
 the risk chart contained in the Additional Information About the Funds -- Principal Risks
 of Investing, please supplementally explain why "Index Strategy Risks" is not
 indicated as principal risk for the Target 15 funds or, alternatively revise the chart to
 indicate that "Index Strategy Risks" is also a principal risk for each of the
 target 15 Funds.

 Response:
 The Trust has revised the chart to indicate that "Index Strategy Risks" is also a principal risk for each of the target
15 Funds.

 SAI

 12. In
 each Fund's Fundamental Investment Restriction related to industry concentration(s),
 please disclose that if the applicable Index relating to each fund concentrates in the securities
 of a particular industry or group of industries, that fund will concentrate its investments
 in the same industry or group of industries. In addition, please disclose whether each
 Index is currently concentrated and, if so, disclose the specific industry or group of industries
 in which the Index is concentrated.

 Response:
 The Trust has revised the relevant disclosure consistent with this Staff comment and the Trust's response to Comment 4.

 If
you have any questions or require further information, please contact Jonathan Massey at (262) 226-4032 or jmassey@tidalfg.com.

 Sincerely,

 /s/
Jonathan R. Massey

 Jonathan
R. Massey

 SVP
of Legal Services

 Tidal
Investments LLC

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