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    October
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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

Jeffrey
Gabor

Division
of Corporation Finance

Office
of Real Estate & Construction

Re: GSR
                                            III Acquisition Corp.

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

Filed
October 25, 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 30, 2024 (the “Comment Letter”)
with respect to the Registration Statement on Form S-1/A filed with the Commission by the Company on October 25, 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
31, 2024

Page
2

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

Conflicts
of Interest, page 118

1. We
                                            note your response to prior comment 8 and that you are “not aware of any fiduciary
                                            duties or contractual obligations of [your] officers or directors that will materially affect
                                            [your] ability to identify and pursue business combination opportunities or complete [your]
                                            initial business combination.” We also note the entities that your directors and officers
                                            have legal obligations relating to presenting business opportunities, listed on pages 130-131.
                                            Please reconcile your disclosure on page 119 and elsewhere as applicable.

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, 129 and 131 of the Registration Statement.

Officer
and Director Compensation, page 125

2. We
                                            note your response to prior comment 9. Please revise to disclose here the number of founder
                                            shares that you intend to transfer to your independent directors, as disclosed on page 70.
                                            In addition, 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. In this regard, we note the disclosure
                                            on page 94 and elsewhere that your “independent directors will receive for their services
                                            as a director an indirect interest in the founder shares through membership interests in
                                            GSR Sponsor.”

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 5, 94 and 125 of the Registration Statement.

October
31, 2024

Page
3

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