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SEC Company Response from ITHAX Acquisition Corp III (ITHA) — Dec 9, 2025

ITHAX Acquisition Corp III
Date: Dec. 9, 2025 · CIK: 0002080985 · Accession: 0001104659-25-119729

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File numbers found in text: 333-291600

Date
December 9, 2025
Author
CANTOR FITZGERALD & CO.
Form
CORRESP
Company
ITHAX Acquisition Corp III

Letter

Re: ITHAX Acquisition Corp III Registration Statement on Form S-1 (as amended) File No. 333-291600

December 9, 2025

VIA EDGAR

United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of ITHAX Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. ET on December 11, 2025, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as may copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

Very truly yours,
CANTOR FITZGERALD & CO.

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CORRESP
 1
 filename1.htm

 December 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

 Re: ITHAX Acquisition Corp III
Registration Statement on Form S-1 (as amended)
File No. 333-291600

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended (the "Act"), the undersigned hereby joins in the request of ITHAX Acquisition Corp. III that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. ET on December
11, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as may copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 cc: Ari
Edelman, Esq.