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VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jeffrey Lewis

  Shannon Menjivar

  Kibum Park

  Mary Beth Breslin

  Division of Corporation Finance

  Office of Real Estate &
Construction

Re: GSR III Acquisition Corp.

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

  Filed September 10, 2024

  File No. 333-280842

To the addressees set forth above:

On behalf of our client, GSR
III Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the
comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated October 9, 2024 (the “Comment Letter”) with respect to the Registration Statement
on Form S-1/A filed with the Commission by the Company on September 10, 2024. Concurrently with the filing of this letter, the Company
has filed a Registration Statement on Form S-1/A (the “Registration Statement”) through EDGAR.

For your convenience, we have
set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s response thereto. Unless
otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

October 24, 2024

Page
2

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

General

1. We note your revised disclosure in response to prior comment 3. Please also disclose that the additional
issuance of securities that may occur as a result of the conversion of sponsor loans into units may result in a material dilution of purchasers’
equity interests. See Item 1602(a)(3).

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on the cover page and pages 79 and
87 of the Registration Statement.

2. We note your response to prior comment 5 that “no anti-dilution adjustments of the founder shares
in connection with our initial business combination are contemplated at this time.” However, as there is a mechanism allowing for
anti-dilution adjustment to occur in connection with an initial business combination, please revise your disclosure to address the potential
material dilutive effect any use of this mechanism may have on purchasers in this offering. See Item 1602(a)(3) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on the cover page and pages 34, 62-63,
71, 82 and 85 of the Registration Statement. The Company further advises the Staff that the anti-dilution rights in the proposed Amended
and Restated Memorandum and Articles of Association will be customary provisions for share sub-divisions, share dividends, rights issuances,
reorganizations, recapitalizations and not an actual ownership dilution risk to shareholders.

3. We note your response to comment 7. Please tell us if the investors in the company’s sponsor are contractually
required to contribute at least $5,000,001, which will satisfy the net tangible asset requirement.

Response: The
Company acknowledges the Staff’s comment and respectfully advises the Staff that our investors are contractually required to
contribute approximately $3,659,280. The
Company further advises the Staff that the Company has revised disclosure on pages 26, 36, 39, 112, 114 and 139 of the Registation
Statement to clarify that the Company will not consummate a business combination unless it maintains net tangible assets of at least
$5,000,001.

Summary

Our Sponsor, page 5

4. We note your response to prior comment 9. Please revise the table on page 5 to provide the disclosures required
by Item 1602(b)(6) of Regulation S-K with respect to the anti-dilution adjustment of the founder shares. In this regard, we note your
disclosure on page 71 about the possible “issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion
of the founder shares” in connection with the anti-dilution provisions of the founder shares.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages the cover page and pages
6, 34, 62-63, 71, 82, 85 and 94 of the Registration Statement. The Company further advises the Staff that the anti-dilution rights in
the proposed Amended and Restated Memorandum and Articles of Association will be customary provisions for share sub-divisions, share
dividends, rights issuances, reorganizations, recapitalizations and not an actual ownership dilution risk to shareholders.

October 24, 2024

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 5. We note your response to prior comment 10. Following the table on page 5, please revise to disclose
the extent to which the securities issuance of shares may result in a material dilution of
the purchasers’ equity interests, including the potential dilution due to the anti-dilution provisions of the founder shares. In
this regard, we note your disclosure on pages 62-63 that the “dilution would increase to the extent that the anti-dilution provisions
of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder
shares at the time of our initial business combination” and that “because of the anti- dilution protection in the founder shares,
any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive
to our Class A ordinary shares.”

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on the cover page and pages 6, 34,
62-63, 71, 82, 85 and 94 of the Registration Statement. The Company further advises the Staff that the anti-dilution rights in the proposed
Amended and Restated Memorandum and Articles of Association will be customary provisions for share sub-divisions, share dividends, rights
issuances, reorganizations, recapitalizations and not an actual ownership dilution risk to shareholders.

Redemption of public shares and distribution..., page 29

 6. We note your response to prior comment 15. Please revise to disclose whether there are any limitations
on extensions, including the number of times you may seek to extend. Furthermore, disclose the consequences to the sponsor of not completing
an extension of this time period. See Item 1602(b)(4) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 30 and 109 of the Registration
Statement. The Company further advises the Staff that there are no limitations to the number of extensions that may be approved by shareholder
vote, including the number of times that the Company may seek to extend.

Risk Factors

We may not be able to complete an initial business combination since
such initial business combination may be subject..., page 43

 7. We note your response to prior comment 17 addresses the SPAC rather than your sponsor, GSR III Sponsor
LLC. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial
ties with, a non-U.S. person.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the sponsor is not controlled by, or has substantial ties with, a non-U.S.
person.

October 24, 2024

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Conflicts of Interest, page 118

 8. We note your response to prior comment 23. Please revise to state the basis for your disclosure on
pages 10, 98 and elsewhere that the fiduciary duties or contractual obligations of your officers or directors will not materially affect
your ability to complete your initial business combination.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 10, 32, 98, 119 and 129of
the Registration Statement.

Officer and Director Compensation, page 125

 9. We note your response to prior comment 24. To the extent you do not plan to determine the amount of
membership interests in the sponsor that you will issue to independent directors for services as a director prior to this offering, please
revise this section to so state. Please also expand your disclosure regarding conflicts of interest, such as in the section beginning
on page 128, to discuss conflicts of interest arising from the manner in which your independent directors will be compensated.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 119, 128 and 135 of the
Registration Statement.

Principal Shareholders, page 132

 10. We note your response to prior comment 25. We further note that Gus Garcia, Lewis Silberman and Anantha
Ramamurti are identified in note 2 to the table as the managers of GSR Sponsor. Please revise the disclosure in the footnote, if true,
to clarify that they share voting and investment control over the shares held by GSR Sponsor. If so, please revise the amount and percentage
of shares beneficially owned by each of the managers of your sponsor to reflect the shares held by the sponsor. See Exchange Act Rule
13d-3 and Item 403(a) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on page 132 of the Registration Statement.

October 24, 2024

Page
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We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible.

Please direct any questions
or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com.

 Very truly yours,

 /s/ Steven B. Stokdyk

 Steven B. Stokdyk

cc: Gus Garcia, Co-Chief Executive Officer, GSR III Acquisition
Corp.

 Lewis Silberman, Co-Chief Executive Officer, GSR III Acquisition
Corp

 Mike Blankenship, Winston & Strawn LLP