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UPLOAD Filing

Cantor Equity Partners III, Inc.
Date: June 13, 2025 · CIK: 0002034268 · Accession: 0000000000-25-006265

Capital Structure Offering / Registration Process Financial Reporting

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File numbers found in text: 333-287847

Date
June 13, 2025
Author
Division of
Form
UPLOAD
Company
Cantor Equity Partners III, Inc.

Letter

Re: Cantor Equity Partners III, Inc. Registration Statement on Form S-1 Filed June 6, 2025 File No. 333-287847 Dear Brandon Lutnick:

June 13, 2025

Brandon Lutnick Chief Executive Officer Cantor Equity Partners III, Inc. 110 East 59th Street New York, NY 10022

We have reviewed your registration statement and have the following comment.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe the comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed June 6, 2025 Cover page

1. We note the revision made in response to prior comment 1. The revised disclosure appears to relate only to dilution upon conversion at the time of the business combination, but does not include the potential dilutive effect of a mechanism employed at the time of the offering in order to maintain a 20% interest upon an increase in the size of the offering. Please revise to address the potential dilutive effect in this instance. 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. June 13, 2025 Page 2

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

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 Pamela Long at 202-551-3765 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Stuart Neuhauser

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Brandon Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022

 Re: Cantor Equity Partners III, Inc.
 Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287847
Dear Brandon Lutnick:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed June 6, 2025
Cover page

1. We note the revision made in response to prior comment 1. The revised
disclosure
 appears to relate only to dilution upon conversion at the time of the
business
 combination, but does not include the potential dilutive effect of a
mechanism
 employed at the time of the offering in order to maintain a 20% interest
upon an
 increase in the size of the offering. Please revise to address the
potential dilutive effect
 in this instance.
 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.
 June 13, 2025
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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 Pamela Long at
202-551-3765
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stuart Neuhauser
</TEXT>
</DOCUMENT>