SecProbe.io

CORRESP
 1
 filename1.htm

 June
6, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Blue
 Water Acquisition Corp. III

 Registration
 Statement on Form S-1

 File
 No. 333-285075

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned, as representative
of the underwriters for the proposed public offering of units of Blue Water Acquisition Corp. III (the "Company") pursuant
to the above-referenced Registration Statement, hereby joins in the request of the Company for acceleration of the effective date of
the above-referenced Registration Statement so that it becomes effective at 4:00 p.m., Eastern time, on Monday, June 9, 2025, or as soon
as possible thereafter.

 Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act, the undersigned advises you that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many 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 Exchange
Act of 1934, as amended, in connection with the above-referenced proposed offering.

 [ Signature
Page Follows ]

 Very
truly yours,

 BTIG,
LLC

 By:

 /s/
 Paul Wood

 Name:

 Paul
 Wood

 Title:

 Managing
 Director

 [ Signature
Page to SEC Letter from Underwriters Requesting Acceleration of Effectiveness ]

CORRESP
 1
 filename1.htm

 Blue
Water Acquisition Corp. III

 15
E. Putnam Avenue

 Suite
363

 Greenwich,
CT 06830

 June
6, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Blue Water Acquisition Corp. III (the "Company")

 Registration Statement on Form S-1

 (File No. 333-285075) (the "Registration Statement")

 Ladies
and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern time, on June 9, 2025,
or as soon thereafter as practicable.

 The
Company hereby acknowledges that:

 ●
 Should
 the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare
 the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
 Statement;

 ●
 The
 action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
 does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
 and

 ●
 The
 Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel,
Loeb & Loeb LLP.

 [ Signature
page follows ]

 Very
 truly yours,

 Blue
 Water Acquisition Corp. III

 By:
 /s/
 Joseph Hernandez

 Name:
 Joseph
 Hernandez

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Andrei
 Sirabionian
 Partner

 345
 Park Avenue
 New
 York, NY 10154

 Direct 212.407.4089
 Main
 212.407.4000
 Fax
 212.937.4990
 asirabionian@loeb.com

 June
5, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate and Construction

 100
F Street, NE

 Washington,
DC 20549

 Re:
 Blue
 Water Acquisition Corp. III

 Amendment
 No. 2 to Registration Statement on Form S-1

 Filed
 May 23, 2025

 File
 No. 333-285075

 Ladies
and Gentlemen:

 On
behalf of our client, Blue Water Acquisition Corp. III (the " Company "), we are writing to submit responses to the
comments of the staff (the " Staff ") of the Division of Corporation Finance of the United States Securities and Exchange
Commission (the " Commission ") set forth in its letter dated June 5, 2025, relating to the above-referenced Registration
Statement on Form S-1.

 The
Company is filing via EDGAR Amendment No. 3 to Registration Statement on Form S-1 (the " Amended Registration Statement "),
which reflects responses to the comments received by the Staff and certain updated information.

 We
have set forth below the comments in the Staff's letter, in bold, and the responses thereto. All page references in the responses
set forth below refer to the page numbers in the Amended Registration Statement.

 Amendment
No. 2 to Registration Statement on Form S-1

 Part
II. Information not required in prospectus

 Item
16. Exhibits and Financial Statement Schedules

 Exhibit
5.2, page II-2

 1.
 We
 note that assumption 2.10 in Exhibit 5.2, assumes the due authorization and execution of all documents. This assumption appears overly
 broad as it relates to the company. Please have counsel revise the opinion as appropriate to exclude the company from this assumption.
 Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 Response :
 In response to the Staff's comment, the Company is filing the revised Exhibit 5.2 removing assumption 2.10.

 If
you have any questions, please feel free to contact me at (212) 407-4089. Thank you for your cooperation and prompt attention to this
matter.

 Sincerely,

 /s/ Andrei
 Sirabionian

 Andrei Sirabionian, Esq.

 cc: Joseph Hernandez

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 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
 Amendment No. 2 to Registration Statement on Form S-1
 Filed May 23, 2025
 File No. 333-285075
Dear Joseph Hernandez:

 We have reviewed your amended registration statement and have the
following
comment.

 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.

Amendment No. 2 to Registration Statement on Form S-1
Part II. Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules
Exhibit 5.2, page II-2

1. We note that assumption 2.10 in Exhibit 5.2, assumes the due
authorization and
 execution of all documents. This assumption appears overly broad as it
relates to the
 company. Please have counsel revise the opinion as appropriate to
exclude the
 company from this assumption. Refer to Section II.B.3.a of Staff Legal
Bulletin No.
 19.
 June 5, 2025
Page 2

 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 Pamela Long at
202-551-3765
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Andrei Sirabionian, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Andrei
 Sirabionian
 Partner

 345
 Park Avenue
 New
 York, NY 10154

 Direct
 212.407.4089
 Main
 212.407.4000
 Fax
 212.937.4990
 asirabionian
 @loeb.com

 March
28, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate and Construction

 100
F Street, NE

 Washington,
DC 20549

 Re:
 Blue
 Water Acquisition Corp. III

 Registration
 Statement on Form S-1

 Filed
 February 20, 2025

 File
 No. 333-285075

 Ladies
and Gentlemen:

 On
behalf of our client, Blue Water Acquisition Corp. III (the " Company "), we are writing to submit responses to the
comments of the staff (the " Staff ") of the Division of Corporation Finance of the United States Securities and Exchange
Commission (the " Commission ") set forth in its letter, dated March 14, 2025, relating to the above-referenced Registration
Statement on Form S-1.

 The
Company is filing via EDGAR Amendment No. 1 to Registration Statement on Form S-1 (the " Amended Registration Statement "),
which reflects responses to the comments received by the Staff and certain updated information.

 We
have set forth below the comments in the Staff's letter, in bold, and the responses thereto. All page references in the responses
set forth below refer to the page numbers in the Amended Registration Statement.

 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.

 Response : In
response to the Staff's comment, the Company has revised the disclosure on the cover page, pages 35, 104 and 138
of the Amended Registration Statement.

 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 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.

 Response :
 In response to the Staff's comment, the Company has revised the disclosure on the cover page of the Amended Registration Statement.

 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.

 Response :
 In response to the Staff's comment, the Company has revised the disclosure on pages 11, 20, 112 and 149 of the Amended Registration
Statement.

 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.

 Response :
 In response to the Staff's comment, the Company has revised the disclosure on the cover page and on pages 11 and 112 of the
Amended Registration Statement.

 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.

 Response :
 In response to the Staff's comment, the Company has revised the disclosure on pages 19, 26, 30, 121, 125, 144 and 149 of
the Amended Registration Statement.

 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 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.

 Response :
In response to the Staff's comment, the Company has revised the disclosure on page 50 of the Amended Registration Statement.

 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.

 Response :
 In response to the Staff's comment, the Company has revised the disclosure on page F-11 of the Amended Registration Statement.

 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.

 Response :
 In response to the Staff's comment, Exhibits 3.1.1 and 3.1.2 of the Amended Registration Statement have been refiled in the
proper text searchable format.

 If
you have any questions, please feel free to contact me at (212) 407-4089. Thank you for your cooperation and prompt attention to this
matter.

 Sincerely,

 /s/
 Andrei Sirabionian

 Andrei
 Sirabionian, Esq.

 cc:
 Joseph Hernandez

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>