CORRESP Filing
Cantor Equity Partners III, Inc.
Date: June 17, 2025 · CIK: 0002034268 · Accession: 0001213900-25-055236
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287847
Referenced dates: June 13, 2025
Letter
June 17, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attention: Pearlyne Paulemon and Pam Long
Re: Cantor Equity Partners III, Inc.
Registration Statement on Form S-1
Filed June 6, 2025
File No. 333-287847
Ladies and Gentlemen:
Cantor Equity Partners III, Inc. (the " Company ," " we ," " our " or " us ") hereby transmits its response to the comments of the staff (the " Staff ") of the Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff's letter dated June 13, 2025 (the " Letter ") regarding the above-referenced Registration Statement on Form S-1 (the " Registration Statement ") submitted on June 6, 2025. For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff's comments presented in bold font type.
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.
Response: The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on pages 11, 93, 101, 112, 149, 151, 155 and 160 of the Registration Statement to address the Staff's comment.
* * * * *
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Very truly yours,
CANTOR EQUITY PARTNERS III, INC.
Show Raw Text
CORRESP 1 filename1.htm June 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Pearlyne Paulemon and Pam Long Re: Cantor Equity Partners III, Inc. Registration Statement on Form S-1 Filed June 6, 2025 File No. 333-287847 Ladies and Gentlemen: Cantor Equity Partners III, Inc. (the " Company ," " we ," " our " or " us ") hereby transmits its response to the comments of the staff (the " Staff ") of the Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff's letter dated June 13, 2025 (the " Letter ") regarding the above-referenced Registration Statement on Form S-1 (the " Registration Statement ") submitted on June 6, 2025. For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff's comments presented in bold font type. 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. Response: The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on pages 11, 93, 101, 112, 149, 151, 155 and 160 of the Registration Statement to address the Staff's comment. * * * * * We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300. Very truly yours, CANTOR EQUITY PARTNERS III, INC. By: /s/ Brandon Lutnick Name: Brandon Lutnick Title: Chief Executive Officer cc: Stuart Neuhauser, Esq. [Signature Page to Response Letter to the SEC – Form S-1 Registration Statement of Cantor Equity Partners III, Inc. – June 2025]