SecProbe.io

October 15, 2024
Howard W. Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022
Re:Cantor Equity Partners III, Inc.
Draft Registration Statement on Form S-1
Submitted September 18, 2024
CIK No. 0002034268
Dear Howard W. Lutnick:
            We have reviewed your draft registration statement and have the following comments.
            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.
Draft Registration Statement Submitted September 18, 2024
Cover Page
1.Where you discuss conflicts of interest, please include additional cross-references to
the locations of related disclosures in the prospectus, such as in the summary
disclosure provided in response to Item 1602(b)(7).
Prospectus Summary, page 1
2.Please revise the tables beginning on pages 10 and 105 to disclose the lock-up
agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.
Our Company, page 2
Please expand your discussion of the manner in which you will identify and evaluate 3.

October 15, 2024
Page 2
potential business combination candidates to include disclosure of how significant
competition among other SPACs pursuing business combination transactions may
impact your ability to identify and evaluate a target company.
4.We note that the Active Cantor SPACs are currently searching for businesses in
industries similar to the industries in which your search is focused, and that your
officers and directors may have conflicts of interest with respect to the Active Cantor
SPACs. Please revise to address how opportunities to acquire targets are allocated
among the Active Cantor SPACs and the company. Also continue to update the status
of the Active Cantor SPACs in amendments to the registration statement prior to
effectiveness.
Risks Relating to Cantor, our Sponsor and Management Team, page 57
5.We note the disclosure on page 11 and elsewhere that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement shares or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
Dilution, page 88
6.We note that one of your calculation assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
for an initial business combination. Please expand your disclosure to highlight that
you may need to obtain such financing as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement shares,
as stated on page 101 of your prospectus.
            Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser