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CORRESP
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 filename1.htm

 July 3, 2025

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Frank Knapp

 Isaac Esquivel

 Pearlyne Paulemon

 Pam Howell

 Re:
 Chenghe Acquisition III Co.

 Response to Staff’s Comments to

 Draft Registration Statement on Form S-1

 Submitted January 31, 2025

 CIK
No. 0002047177

 Ladies and Gentlemen:

 On behalf of our client, Chenghe
Acquisition III Co., a company incorporated under the laws of the Cayman Islands (the “ Company ”), we submit
to the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and Exchange
Commission (the “ Commission ”) the Company’s response to the comments contained in the Staff’s letter,
dated February 27, 2025 (the “ Comment Letter ”), with respect to the above-referenced Draft Registration Statement
on Form S-1 submitted on January 31, 2025.

 Concurrently with the submission
of this letter, the Company has filed via EDGAR a Registration Statement on Form S-1 (the “ Registration Statement ”),
which reflects the Company’s responses to the comments received from the Staff and certain other updated information.

 For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references
in the responses set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in
this response letter have the meanings ascribed to such terms in the Registration Statement.

 Draft Registration Statement on Form S-1
submitted January 31, 2025

 Cover Page

 1. We note that your sponsor and certain of your executive officers and directors
are located in or have significant ties to China. Please revise here and relevant sections throughout the prospectus to identify each
officer and director located in China, including Hong Kong and clarify whether the Sponsor is located in China, including Hong Kong.

 In response to the Staff’s
comment, we have revised the cover page and pages 4, 14, 77, 78, 116, 117, 133 and 143 of the Registration Statement.

 2. We note potential conflicts of interest disclosure on the cover page. Please
clearly state that there may be actual or potential material conflicts of interest between the sponsor, its affiliates, or promoters;
and purchasers in the offering. Please also revise your cross-references to include cross-references to all related disclosures in the
prospectus. See Item 1602(a)(5) of Regulation S-K.

 In response
to the Staff’s comment, we have revised the cover page of the Registration Statement.

 3. Please revise the disclosure on the cover page to clearly state that the class
B ordinary shares will have the right to vote on the election of directors prior to the initial business combination. Please also
reconcile this disclosure with the disclosure on page 177 that “Holders of Class A ordinary shares and holders of Class B ordinary
shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.”

 In response
to the Staff’s comment, we have revised the cover page and pages 27, 178, 185 and 188 of the Registration Statement.

 Our Company and Co-Sponsors, page
2

 4. We note disclosure beginning on page 38 regarding payments that may be made
to insiders, including your sponsor, officers, directors and their affiliates. Please revise your compensation tables on page 4 and 129
to reference the potential payments that may be made to your sponsor, its affiliates or promoters of any fees for their services rendered
prior to or in connection with the completion of the initial business combination. Please also disclose the anti-dilution adjustment of
the founder shares in the table. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 5 and 134.

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 Anticipated expenses and funding
sources, page 30

 5. Please revise this section or include a new section within the Summary under
an appropriate subcaption to provide a more comprehensive discussion regarding whether you have any plans to seek additional financing
and how such financings may impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K. In this regard, we
note your disclosures that you intend to target businesses with enterprise values that are greater than you could acquire with the net
proceeds of this offering and the sale of the private placement units, as stated on page 65 and we note the potential to conduct a PIPE
transaction or issue notes or other debt securities in connection with the initial business combination, as referenced on pages 62, 65,
and 97.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 33 to add a new section captioned “Possible need
for additional financing.” We have also added a section on pages 13 and 143 under the caption “Potential Additional Financing”
in response to the Staff’s comment.

 Ability to extend time to complete
initial business combination, page 31

 6. Please disclose your plans if you do not consummate a de-SPAC transaction within
24 months, including whether you expect to extend the time period, whether there are any limitations on the number of extensions, including
the number of times, and the consequences to the SPAC sponsor of not completing an extension of this time period. See Item 1602(b)(4)
of Regulation S-K.

 In response to the Staff’s
comment and to reflect an update to the amount of time allotted for completion of the initial business combination, we have revised the
cover page and pages 1, 15, 33, 34, 56, 63, 121, 128, 130, 145, 159 and 172 of the Registration Statement.

 Permissions and Approvals from Chinese
Authorities, page 43

 7. We note the disclosure that you believe you are not required to obtain permissions
or approvals from any PRC government authorities. Please revise to disclose whether your officers and directors are required to obtain
such permissions or approvals from PRC government authorities to search for a target company.

 In response
to the Staff’s comment, we have revised the cover page and pages 46, 78 and 85 of the Registration Statement to state that our officers
and directors do not need such permissions or approvals.

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 Dilution, page 45

 8. We note that one of your calculations assumptions is that no ordinary shares
and convertible equity or debt securities are issued in connection with additional financing in connection with an initial business combination.
Please expand your disclosure to highlight that you may need to do so 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
units, as stated on page 65 of your prospectus.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 48.

 9. We note the narrative outside the table on page 46 states that for purposes
of presenting the maximum redemptions scenario, you have reduced your NTBV after this offering by $150 million because holders of up to
100% of the public shares may exercise their redemption rights. Please reconcile with the dilution table, which reflects the limitation
under your amended and restated memorandum and articles of association that will prohibit redemptions in an amount that would cause your
net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001. Similarly reconcile the Maximum
Redemptions header on the prospectus cover page.

 In response
to the Staff’s comment, we have revised the cover page and page 49 of the Registration Statement.

 Risk Factors, page 48

 10. We note the disclosure on page 5 that in order to facilitate your initial business
combination your sponsor may surrender or forfeit, transfer or exchange your founder shares, private placement units 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 sponsors 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.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 101.

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 If we seek shareholder approval
of our initial business combination ..., page 53

 11. We note the disclosure in this risk factor that permitted purchases of public
shares by the sponsor, initial shareholders, directors, officers, advisors or their affiliates would not be voted in favor of the initial
business combination. Please reconcile with the disclosure on page 34 that pursuant to the letter agreement, your sponsor, officers and
directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in
open market and privately- negotiated transactions) in favor of your initial business combination. Please disclose how such purchases
would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for guidance.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 27, 37, 151, 175 and 187.

 If we are deemed to be an investment
company . . ., page 59

 12. We note statements such as “[b]y restricting the investment of proceeds
to these instruments” you intend to avoid being deemed an investment company, and that you do not believe your anticipated principal
activities will subject you to the Investment Company Act under the applicable laws and regulations. These statements suggest that by
investing funds in U.S. government securities or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act,
you will avoid being deemed to be an investment company. Please revise to clarify that you may be deemed to be an investment company at
any time, notwithstanding your investment in these securities. Please also confirm that if your facts and circumstances change over time,
you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered
investment company.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 63. If any facts and circumstances relating to our activities
change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating
as an unregistered investment company.

 Our warrant agreement will designate
the courts . . ., page 105

 13. We note this provision applies to federal securities law claims. As the provision
applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 110 and 193.

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 Use of Proceeds, page 115

 14. We note that you have included the cost for the office space, secretarial and
administrative services for only 12 months, although you have up to 24 months to complete an initial business combination. With a view
toward revised disclosure in the table, please tell us why you have not included costs assuming you continue for a 24-month period and
how you expect to cover those costs if not from proceeds held outside the trust.

 In response
to the Staff’s comment and to reflect an update to the amount of time allotted for completion of the initial business combination,
we have revised the Registration Statement on pages 120, 121 and 172 to reflect the cost for office space, secretarial and administrative
services for 18 months.

 Capitalization, page 121

 15. We note you disclose within the Class A ordinary share line caption 287,500
issued and outstanding shares on an “as adjusted” basis, instead of the 475,000 shares to be issued in connection with the
private placement. Please revise.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 20, 28, 48, 108, 109, 124, 125, 126, 178, 185 and 203
to update the number of shares to be issued in connection with the private placement to 375,000 shares.

 Our Company and Co-Sponsors, page
127

 16. Please describe the general character of the Sponsor’s business, as required
by Item 1603(a)(2) of Regulation S-K.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 4 and 133 to reflect that the co-sponsors were formed
to invest in the Company.

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 Please do not hesitate to
contact Will Burns at (713) 860-7352 or Chris Centrich at (713) 860-7309 if you require additional information with respect to any of
the foregoing. Thank you.

 Sincerely,

 /s/ R. William Burns

 R. William Burns

 cc:
 Chris Centrich, Paul Hastings LLP

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