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 March 14, 2025

Joseph Hernandez
Chief Executive Officer
Blue Water Acquisition Corp. III
15 E. Putnam Avenue
Suite 363
Greenwich, CT 06830

 Re: Blue Water Acquisition Corp. III
 Registration Statement on Form S-1
 Filed February 20, 2025
 File No. 333-285075
Dear Joseph Hernandez:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 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
Cover Page

1. We note your disclosure in paragraph 9 that you may pay finder's fees,
advisory fees,
 consulting fees, success fees or salaries to your sponsor, officers,
directors or your or
 their affiliates. On page 35 and elsewhere, you refer to this fee only
being paid to
 independent directors, advisors, or their respective affiliates. Please
revise your
 disclosure, as appropriate, to address this discrepancy.
2. We note disclosure on page 18 and elsewhere that if you increase or
decrease the size
 of the offering, you will effect a share capitalization or other
mechanism with respect
 to your Class B shares so as to maintain the ownership of founder shares
by the initial
 shareholders, on an as-converted basis, at approximately 20% of your
issued and
 outstanding ordinary shares upon consummation of the offering. We also
note your
 discussion on page 21 of anti-dilution provisions applicable to the
conversion of
 March 14, 2025
Page 2

 founder shares at the time of the business combination. Please discuss
 these provisions, which could involve the issuance of additional shares,
on the cover
 page. Provide sufficient information for investors to understand the
amount of Class A
 shares that would be issuable in each case. Finally, please provide a
cross reference to
 the locations of the disclosure related to compensation and securities
issuances in the
 prospectus. Please see Item 1602(a)(3) of Regulation S-K.
Sponsor Information, page 11

3. Please disclose the nature and amount of the material interests in the
sponsor that are
 held by your officers and directors. Clarify whether the nature of the
interests in the
 sponsor held by your officers and directors is different from nature of
the interests
 held by independent directors. Please also clarify, if true, that
non-managing sponsor
 investors will hold their interests in private placement units through
interests in the
 sponsor, and if material, state the amount and nature of these
interests. Finally, please
 reconcile any inconsistencies regarding the nature or amount of interest
of the
 members of the sponsor with disclosure on page 20 describing the two
classes of
 membership interest units that "all members of the sponsor" will hold.
Please see Item
 1603(a)(7) of Regulation S-K.
4. On your cover page and in the tabular disclosure on pages 11 and 112
please revise to
 clarify, if true, that up to $1.5 million of working capital loans and
private placement
 warrants issued upon conversion thereof may be received or issued to
members of
 your management team who are affiliates of the sponsor or their
affiliates, as
 disclosed on page 26. Please also disclose that you may engage your
sponsor or an
 affiliate of your sponsor as an advisor or otherwise in connection with
your initial
 business combination and certain other transactions and pay your sponsor
or an
 affiliate of your sponsor a salary or fee in an amount that constitutes
a market standard
 for comparable transactions, as described on page 35.
The Offering
Founder shares, page 18

5. We note disclosure on page 19 and elsewhere in the filing that if the
non-managing
 sponsor investors purchase all of the units for which they have
expressed interest or
 otherwise hold a substantial number of units, then they will potentially
have different
 interests than other public shareholders. Please revise to clarify that
regardless of the
 number of units they purchase, non-managing sponsor investors will have
different
 interests than other public shareholders in that they will be
incentivized to vote for a
 business combination due to their indirect interest in founder shares
and private
 warrants.
Risk Factors, page 42

6. Please include a risk factor that describes the potential material
effect on your
 shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
 Act in August 2022. If applicable, include in your disclosure that the
excise tax could
 reduce the trust account funds available to pay redemptions or that are
available to the
 combined company following a de-SPAC. Also describe, if applicable, the
risk that if
 existing SPAC investors elect to redeem their shares such that their
redemptions
 March 14, 2025
Page 3

 would subject the SPAC to the stock buyback excise tax, the remaining
shareholders
 that did not elect to redeem may economically bear the impact of the
excise tax.
 Further, please revise your disclosure, as appropriate, to clarify if
the interest you
 withdraw to pay taxes may be used to pay the excise tax if it were
imposed.
Notes to Financial Statements, page F-7

7. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07, or revise accordingly.
Part II. Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules., page II-2

8. Please refile Exhibits 3.1.1 and 3.1.2 in the proper text-searchable
format, rather than
 as an image. For guidance, refer to Item 301 of Regulation S-T and
Regulation S-T
 C&DI Question 118.01.
 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.

 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 William Demarest at 202-551-3432 or Jennifer Monick at
202-551-
3295 if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at
202-551-3765 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Andrei Sirabionian, Esq.
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