SecProbe.io

CORRESP
 1
 filename1.htm

 December 31, 2025

 VIA EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Black Spade Acquisition III Co

 Registration Statement on Form S-1

 File No. 333-290602

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Chardan Capital Markets, LLC, as
representatives of the underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on January 5, 2026 at 4:00 p.m., Eastern time, or
as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through December 31, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be
invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus
dated December 17, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF COHEN & COMPANY SECURITIES, LLC,

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director

 CHARDAN CAPITAL MARKETS, LLC

 By:
 /s/ George Kaufman

 Name:
 George Kaufman

 Title:
 Partner and Head of Investment Banking

CORRESP
 1
 filename1.htm

 Black Spade Acquisition III Co

 Suite 2902, 29/F The Centrium

 60 Wyndham Street, Central

 Hong Kong

 December 31, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Pam Howell

 Re:           Black
Spade Acquisition III Co

 Registration Statement on Form S-1

 File No. 333-290602

 Dear Sir or Madam:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby respectfully requests that the effective
date of the Registration Statement referred to above be accelerated by the Securities and Exchange Commission to January 5, 2026 at 4:00
p.m., Eastern time, or as soon as practicable thereafter.

 We
request that we be notified of such effectiveness by a telephone call to Sharon Lau at +65 6437 5464 or Stacey Wong at +65 6437
5450 of Latham & Watkins LLP, and we request that such effectiveness also be confirmed in writing.

 [Signature page follows]

 Sincerely,

 Black Spade Acquisition III Co

 By:
 /s/
 Chi Wai DennisTam

 Name:
 Chi Wai Dennis Tam

 Title:
 Executive Chairman and Co-Chief Executive Officer

 cc:              (via
email)

 Kester Ng, Co-Chief Executive Officer
and Chief Financial Officer, Black Spade Acquisition III Co

 Richard Taylor, Co-Chief Executive
Officer and Chief Operating Officer, Black Spade Acquisition III Co

 Sharon Lau, Partner, Latham &
Watkins LLP

 Stacey Wong, Partner, Latham &
Watkins LLP

 Mitchell S. Nussbaum, Partner,
Loeb & Loeb LLP

 David
J. Levine , Partner, Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 Black Spade Acquisition III
Co

 Suite 2902, 29/F The Centrium

 60 Wyndham Street, Central

 Hong Kong

 December 19, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Pam Howell

 Re: Black
 Spade Acquisition III Co

 Withdrawal of
 Acceleration Request for Registration Statement on Form S-1

 File No. 333-290602

 Dear Sir or Madam:

 Reference
is made to our letter, filed as correspondence via EDGAR on December 18, 2025, in which we requested the acceleration of the effective
date of the Registration Statement on Form S-1 (File No. 333-290602) (the " Registration Statement ") of Black
Spade Acquisition III Co (the " Company ") to 4:00 p.m. Eastern Time on December 22, 2025 or as soon as practicable
thereafter, pursuant to Rule 461 under the Securities Act of 1933, as amended. As communicated telephonically prior to 4:00 p.m. Eastern
Time on December 22, 2025, we are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date.

 Please
contact Sharon Lau at +65 6437 5464 or Stacey Wong at +65 6437 5450 of Latham & Watkins LLP with any questions you have concerning
this request.

 [Signature page follows]

 Sincerely,

 Black Spade Acquisition III Co

 By:
 /s/
 Chi Wai DennisTam

 Name:
 Chi Wai Dennis Tam

 Title:
 Executive Chairman and Co-Chief Executive Officer

 cc:
 (via email)

 Kester Ng, Co-Chief Executive Officer and Chief
 Financial Officer, Black Spade Acquisition III Co

 Richard Taylor, Co-Chief Executive Officer and
 Chief Operating Officer, Black Spade Acquisition III Co

 Sharon Lau, Partner, Latham & Watkins LLP

 Stacey Wong, Partner, Latham & Watkins LLP

 Mitchell S. Nussbaum, Partner, Loeb & Loeb
 LLP

 David J. Levine, Partner, Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 December 19, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Black Spade Acquisition III Co (the "Company")

 Registration Statement on Form S-1

 File No. 333-290602

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence
via EDGAR on December 18, 2025, in which we, Cohen & Company Capital Markets, a division of Cohen & Company Securities,
LLC, and Chardan Capital Markets, LLC, as representatives of the underwriters of the offering, joined the Company's request for
acceleration of the effective date of the above-referenced Registration Statement for December 22, 2025, at 4:00 p.m., Eastern time,
or as soon thereafter as practicable. The Company is no longer requesting that such Registration Statement be declared effective at this
time and we hereby formally withdraw our request for acceleration of the effective date.

 [ Signature Page Follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF COHEN & COMPANY SECURITIES,
LLC,

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director

 CHARDAN CAPITAL MARKETS, LLC

 By:
 /s/ George Kaufman

 Name:
 George Kaufman

 Title:
 Partner and Head of Investment Banking

CORRESP
 1
 filename1.htm

 Black Spade Acquisition III Co

 Suite 2902, 29/F The Centrium

 60 Wyndham Street, Central

 Hong Kong

 December 18, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Pam Howell

 Re:           Black
Spade Acquisition III Co

 Registration Statement on Form S-1

 File No. 333-290602

 Dear Sir or Madam:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby respectfully requests that the effective
date of the Registration Statement referred to above be accelerated by the Securities and Exchange Commission to December 22,
2025 at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

 We
request that we be notified of such effectiveness by a telephone call to Sharon Lau at +65 6437 5464 or Stacey Wong at +65 6437
5450 of Latham & Watkins LLP, and we request that such effectiveness also be confirmed in writing.

 [Signature page follows]

 Sincerely,

 Black Spade Acquisition III Co

 By:
 /s/ Chi Wai DennisTam

 Name:
 Chi Wai Dennis Tam

 Title:
 Executive Chairman and Co-Chief Executive Officer

 cc:              (via
email)

 Kester Ng, Co-Chief Executive Officer
and Chief Financial Officer, Black Spade Acquisition III Co

 Richard Taylor, Co-Chief Executive
Officer and Chief Operating Officer, Black Spade Acquisition III Co

 Sharon Lau, Partner, Latham &
Watkins LLP

 Stacey Wong, Partner, Latham &
Watkins LLP

 Mitchell S. Nussbaum, Partner,
Loeb & Loeb LLP

 David
J. Levine , Partner, Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 December 18, 2025

 VIA EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Black Spade Acquisition III Co

 Registration Statement on Form S-1

 File No. 333-290602

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Chardan Capital Markets, LLC, as
representatives of the underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on December 22, 2025 at 4:00 p.m., Eastern time, or
as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through December 18, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be
invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus
dated December 17, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF COHEN & COMPANY SECURITIES, LLC,

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director

 CHARDAN CAPITAL MARKETS, LLC

 By:
 /s/ George Kaufman

 Name:
 George Kaufman

 Title:
 Partner and Head of Investment Banking

CORRESP
 1
 filename1.htm

 9 Raffles Place

 #42-02 Republic Plaza

 Singapore 048619

 Tel: +65.6536.1161 Fax: +65.6536.1171

 www.lw.com

 UEN No. T09LL1649F

 FIRM / AFFILIATE OFFICES

 Austin
 Milan

 Beijing
 Munich

 Boston
 New York

 Brussels
 Orange County

 December 4, 2025
 Chicago
 Paris

 Dubai
 Riyadh

 Düsseldorf
 San Diego

 Frankfurt
 San Francisco

 Hamburg
 Seoul

 Hong Kong
 Silicon Valley

 Houston
 Singapore

 London
 Tel Aviv

 Los Angeles
 Tokyo

 Madrid
 Washington, D.C.

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Pam Howell

 Re:
 Black Spade Acquisition III Co

 Registration Statement on Form S-1

 Filed September 30, 2025

 File No. 333-290602

 Dear Sir or Madam:

 On
behalf of our client, Black Spade Acquisition III Co, a blank check company incorporated under the laws of the Cayman Islands as an exempted
company with limited liability (the " Company "), we hereby transmit the responses of the Company to the comments
provided by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
in its comment letter dated December 2, 2025 (the " Comment Letter ") with respect to the Registration Statement
on Form S-1 filed with the Commission on September 30, 2025 (the " Registration Statement "). Concurrently
with the filing of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-1 (" Amendment
No. 1 ") through EDGAR.

 The
Staff's comments are repeated below in italic and are followed by the Company's responses. We have included page references
to Amendment No. 1 where a response refers to the revised disclosure therein. Capitalized terms used but not otherwise defined herein
have the meanings set forth in Amendment No. 1.

 December 4, 2025
 Page 2

 Registration
Statement on Form S-1

 Cover Page

 1. Please state the amount of the compensation received or to be received by the SPAC sponsor, its affiliates,
and promoters, the amount of securities issued or to be issued by the SPAC to the SPAC sponsor, its affiliates, and promoters and the
price paid or to be paid for such securities. This would include, for example, the $20,000 monthly payment for office space, administrative
and support services, the repayment of loans and the payment of consulting, success or finder fees, as referenced in the table on page 6.
Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus.
See Item 1602(a)(3) of Regulation S-K.

 Response:
 In response to the Staff's comment, the Company has revised the disclosure on the cover page of Amendment No. 1.

 Summary, page 1

 2. Please revise to disclose any actual or potential material conflict of interest between the SPAC sponsor,
its affiliates, or promoters; and purchasers in the offering, including those that may arise in determining whether to pursue a de-SPAC
transaction, as required by Item 1602(b)(7) of Regulation S-K.

 Response:
 In response to the Staff's comment, the Company has revised the disclosure on pages 14, 41 and 42 of Amendment
No. 1.

 Risks, page 41

 3. Please revise to clearly disclose the risks that being based in China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities
you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless.

 Response: The
Company respectfully submits that the Registration Statement included disclosure of the risks that being based in China poses to
investors, and such disclosure is contained on pages 90 to 107 of Amendment No. 1. In addition, in response to the
Staff's comment, the Company has revised the disclosure on pages 15, 44 and 90 of Amendment No. 1.

 Proposed Business, page 123

 4. We note your disclosure on page 107 regarding the enforcement risks related to civil liabilities
due to your sponsor and some of your officers and directors being located in China and Hong Kong. Please identify each officer and director
located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals.

 Response:
 In response to the Staff's comment, the Company has revised the disclosure on pages 99 and 109 of Amendment
No. 1.

 If
you have any questions regarding the Registration Statement, please contact Sharon Lau ( sharon.lau@lw.com or +65 6437 5464) or
Stacey Wong (stacey.wong@lw.com or +65 6437 5450) of Latham & Watkins LLP.

 December 4, 2025
 Page 3

 Thank you for your time
and attention.

 Very truly yours,

 /s/ Sharon Lau

 Sharon Lau

 of LATHAM &WATKINS LLP

 Enclosure

 cc:
 (via email)

 Dennis Tam, Executive Chairman and Co-Chief Executive Officer, Black Spade Acquisition III Co

 Kester Ng, Co-Chief Executive Officer and Chief Financial Officer, Black Spade Acquisition III Co

 Richard Taylor, Co-Chief Executive Officer and Chief Operating Officer, Black Spade Acquisition III Co

 Stacey Wong, Partner, Latham & Watkins LLP

 Mitchell S. Nussbaum, Partner, Loeb & Loeb LLP

 David J. Levine , Partner, Loeb & Loeb LLP

December 2, 2025
Chi Wai Dennis Tam
Co-Chief Executive Officer
Black Spade Acquisition III Co
Suite 2902, 29/F, The Centrium
60 Wyndham Street
Central, Hong Kong
Re:Black Spade Acquisition III Co
Registration Statement on Form S-1
Filed September 30, 2025
File No. 333-290602
Dear Chi Wai Dennis Tam:
            We have conducted a limited review of 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.Please state the amount of the compensation received or to be received by the SPAC
sponsor, its affiliates, and promoters, the amount of securities issued or to be issued
by the SPAC to the SPAC sponsor, its affiliates, and promoters and the price paid or
to be paid for such securities. This would include, for example, the $20,000 monthly
payment for office space, administrative and support services, the repayment of loans
and the payment of consulting, success or finder fees, as referenced in the table on
page 6. Provide a cross-reference, highlighted by prominent type or in another
manner, to the locations of related disclosures in the prospectus. See Item 1602(a)(3)
of Regulation S-K.

December 2, 2025
Page 2
Summary, page 1
2.Please revise to disclose any actual or potential material conflict of interest between
the SPAC sponsor, its affiliates, or promoters; and purchasers in the offering,
including those that may arise in determining whether to pursue a de-SPAC
transaction, as required by Item 1602(b)(7) of Regulation S-K.
Risks, page 41
3.Please revise to clearly disclose the risks that being based in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.
Proposed Business, page 123
4.We note your disclosure on page 107 regarding the enforcement risks related to civil
liabilities due to your sponsor and some of your officers and directors being located in
China and Hong Kong. Please identify each officer and director located in China or
Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce
judgments on those individuals.
            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.

December 2, 2025
Page 3
            Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-
3357 with any other questions.

Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ein Le Lim, Esq.