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September 6, 2023
Nathan P. Pereira
Chief Executive Officer
Unite Acquisition 3 Corp.
12 E. 49th Street, 11th Floor,
New York, NY 10017
Re:Unite Acquisition 3 Corp.
Registration Statement on Form 10-12G
Filed August 10, 2023
File No. 000-56582
Dear Nathan P. Pereira:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-12G filed August 10, 2023
Business of the Issuer, page 1
1.Please reconcile your disclosure in the fourth paragraph that there have been no “specific”
discussions with the disclosure in the first paragraph on page 7 that your sole officer and
director has not had any preliminary contact or discussions with any representative of any
other entity regarding a business combination with you.
2.We note your statements on page 3 that your sole officer and director is "currently
involved with two other blank check companies and may become associated with
additional blank check companies at any time in the future," and that he is "employed on a
full-time basis by other companies."  Please revise to state how many companies your sole
officer and director is employed on a full-time basis.  Also explain how he will allocate
his time if there is a concurrent acquisition opportunity for any of the other blank check
companies with which he is involved.

 FirstName LastNameNathan P.  Pereira
 Comapany NameUnite Acquisition 3 Corp.
 September 6, 2023 Page 2
 FirstName LastNameNathan P.  Pereira
Unite Acquisition 3 Corp.
September 6, 2023
Page 2
3.We note your disclosure in Item 9 on page 11 that your common stock is not trading on
any stock exchange. Where you discuss your competition to complete a business
acquisition, please expand to address how the lack of trading on an exchange may impact
your likelihood of success in finding a target company and completing a business
combination.
Management's Discussion & Analysis, page 5
4.We note your first sentence on page 7 that your sole officer and director has not had any
preliminary contact or discussions with any representative of any other entity regarding a
business combination with you.  Given your relationship with Lucius Partners and
your statement that you contemplate Lucius Partners may introduce business combination
opportunities to you, please revise to confirm that Lucius Partners has not had, on your
behalf, any such contact or discussions with other entities regarding a business
combination with you.
5.We note your statement that your management believes there are opportunities for a
business combination with firms seeking the perceived benefits of becoming a publicly
traded corporation.  Please revise your disclosure to state clearly how a private operating
company would benefit by completing a business combination with you rather than by
filing its own Exchange Act registration statement, given the information about the target
company that you state will be filed in a Form 8-K at the time of the business
combination.
Item 5. Directors and Executive Officers, page 8
6.In light of the statement on page 3 that Mr. Pereira is employed on a full-time basis by
other companies, please revise to ensure that you have disclosed all principal occupations
and employment during the past five years, including the name and principal business of
any corporation or other organization in which such occupations and employment were
carried on and whether such corporation or organization is a parent, subsidiary or other
affiliate of the registrant.  Refer to Item 401(e)(1) of Regulation S-K.
Item 6. Executive Compensation
Summary Compensation Table, page 9
7.We note your disclosure that your sole officer and director has not received any cash or
other compensation since inception.  Please clarify whether he has earned any
compensation.
8.We note your disclosure that there are currently no understandings or agreements
regarding compensation your management will receive after a business combination.
Please expand your disclosure to clarify whether there are any arrangements, whether
written or unwritten, under which your sole officer and director will receive any
compensation prior to a business combination, and if so, please describe the material
terms.  Please provide similar clarification and disclosure of the material terms of any

 FirstName LastNameNathan P.  Pereira
 Comapany NameUnite Acquisition 3 Corp.
 September 6, 2023 Page 3
 FirstName LastName
Nathan P.  Pereira
Unite Acquisition 3 Corp.
September 6, 2023
Page 3
arrangements, whether written or unwritten, pursuant to which the sole officer and
director would receive any potential payments upon termination or change in
control.  Refer to Item 402(o) and (q) 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.
            You may contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Barrett DiPaolo