SecProbe.io

CORRESP
 1
 filename1.htm

 June 23, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

 Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Pearlyne Paulemon; Pam Long

 Re: Cantor
Equity Partners III, Inc.
Registration Statement on Form S-1
File No. 333-287847

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Cantor
Equity Partners III, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to
become effective at 4:30 p.m., Eastern Time, on June 25, 2025, or as soon thereafter as practicable, or at such other time as the Company
or its outside counsel, Ellenoff Grossman & Schole, LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised 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.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 Cantor Fitzgerald & Co.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director

 [ Signature Page to Underwriters' Acceleration
Request Letter ]

CORRESP
 1
 filename1.htm

 CANTOR EQUITY PARTNERS III, INC.

 110 East 59 th Street
New York, NY 10022

 June 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Pearlyne Paulemon and Pam Long

 Re:
 Cantor Equity Partners III, Inc.

 Registration Statement on Form S-1

 Filed June 6, 2025, as amended
 File No. 333-287847

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Cantor Equity Partners III, Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on Wednesday, June 25, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Brandon Lutnick

 Brandon Lutnick

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 June 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Mail Stop 3030

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon and Pam Long

 Re: Cantor Equity Partners III, Inc.

 Registration Statement on Form S-1

 Filed June 6, 2025

 File No. 333-287847

 Ladies and Gentlemen:

 Cantor Equity Partners III,
Inc. (the " Company ," " we ," " our " or " us ") hereby transmits
its response to the comments of the staff (the " Staff ") of the Division of Corporation Finance of the Securities and
Exchange Commission contained in the Staff's letter dated June 13, 2025 (the " Letter ") regarding the above-referenced
Registration Statement on Form S-1 (the " Registration Statement ") submitted on June 6, 2025. For ease of reference,
the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff's comments presented in bold font
type.

 Registration Statement on Form S-1 filed June 6, 2025

 Cover page

 1. We note the revision made in response to prior comment 1. The revised disclosure appears to relate
only to dilution upon conversion at the time of the business combination, but does not include the potential dilutive effect of a mechanism
employed at the time of the offering in order to maintain a 20% interest upon an increase in the size of the offering. Please revise to
address the potential dilutive effect in this instance.

 Response: The Company respectfully
acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on pages 11, 93, 101, 112, 149, 151, 155
and 160 of the Registration Statement to address the Staff's comment.

 * * * * *

 We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser,
Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Very truly yours,

 CANTOR EQUITY PARTNERS III, INC.

 By:
 /s/ Brandon Lutnick

 Name:
 Brandon Lutnick

 Title:
 Chief Executive Officer

 cc: Stuart Neuhauser, Esq.

 [Signature Page to Response Letter to the SEC –
Form S-1 Registration Statement of Cantor Equity Partners III, Inc. – June 2025]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Brandon Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022

 Re: Cantor Equity Partners III, Inc.
 Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287847
Dear Brandon Lutnick:

 We have reviewed your 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 the 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 filed June 6, 2025
Cover page

1. We note the revision made in response to prior comment 1. The revised
disclosure
 appears to relate only to dilution upon conversion at the time of the
business
 combination, but does not include the potential dilutive effect of a
mechanism
 employed at the time of the offering in order to maintain a 20% interest
upon an
 increase in the size of the offering. Please revise to address the
potential dilutive effect
 in this instance.
 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.
 June 13, 2025
Page 2

 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 Frank Knapp at 202-551-3805 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pamela Long at
202-551-3765
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stuart Neuhauser
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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.

 Mail Stop 3030

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon and Pam Long

 Re: Cantor Equity
Partners III, Inc.

 Amendment No.2
to

 Draft Registration
Statement on Form S-1

 Submitted April
11, 2025

 CIK No. 0002034268

 Ladies and Gentlemen:

 Cantor Equity Partners III,
Inc. (the “ Company ,” “ we ,” “ our ” or “ us ”) hereby transmits
its response to the comments of the staff (the “ Staff ”) of the Division of Corporation Finance of the Securities and
Exchange Commission contained in the Staff’s letter dated April 21, 2025 (the “ Letter ”) regarding the above-referenced
Amendment No.2 to Draft Registration Statement on Form S-1 (the “ Draft Registration Statement ”) submitted on April
11, 2025. For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s
comments presented in bold font type. This letter will be filed concurrently with the filing of a Registration Statement on Form S-1 (“ Registration
Statement ”).

 Draft Registration Statement on Form S-1

 Cover Page

 1. We note your disclosure regarding the maintenance of a
20% interest of the founder shares in the event of an increase or decrease in the size of the offering. Please also state whether the
issuance of additional shares to maintain this interest may result in a material dilution of the purchasers' equity interests, here and
elsewhere in the prospectus where similar disclosure appears. See Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page of and throughout the
Registration Statement to address the Staff’s comment.

 * * * * *

 We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser,
Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Very truly yours,

 CANTOR EQUITY PARTNERS III, INC.

 By:
 /s/ Brandon Lutnick

 Name:
 Brandon Lutnick

 Title:
 Chief Executive Officer

 cc: Stuart Neuhauser, Esq.

 [Signature Page to Response Letter to the SEC –
Form S-1 Registration Statement of Cantor Equity
Partners III, Inc. – June 2025]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Brandon Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022

 Re: Cantor Equity Partners III, Inc.
 Amendment No.2 to
 Draft Registration Statement on Form S-1
 Submitted April 11, 2025
 CIK No. 0002034268
Dear Brandon Lutnick:

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

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our February 6, 2025 letter.

Draft Registration Statement on Form S-1
Cover page

1. We note your disclosure regarding the maintenance of a 20% interest of
the founder
 shares in the event of an increase or decrease in the size of the
offering. Please also
 state whether the issuance of additional shares to maintain this
interest may result in a
 material dilution of the purchasers' equity interests, here and
elsewhere in the
 prospectus where similar disclosure appears. See Items 1602(a)(3) and
1602(b)(6) of
 Regulation S-K.
 April 21, 2025
Page 2

 Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at
202-551-3765
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Stuart Neuhauser
</TEXT>
</DOCUMENT>

February 6, 2025
Brandon Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022
Re:Cantor Equity Partners III, Inc.
Amendment No.1 to
Draft Registration Statement on Form S-1
Submitted January 23, 2025
CIK No. 0002034268
Dear Brandon Lutnick:
            We have reviewed your amended draft offering statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft offering statement or publicly filing your offering statement on
EDGAR. 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 draft offering statement or filed offering statement and the
information you provide in response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 15,
2024 letter.
Draft Registration Statement on Form S-1 submitted January 23, 2025
Cover page
1.We note disclosures on page 92 and elsewhere that if you increase or decrease the size
of the offering, you will effect a share dividend, contribution back to capital or
other mechanism with respect to your Class B shares in such amount so that the
founder shares will continue to represent 20% of your issued and outstanding ordinary
shares upon consummation of the offering. Please discuss these provisions on the
cover page and in the discussions of securities that may become issuable to
the sponsor in the sections entitled "Sponsor Information" on pages 9 and 108.

February 6, 2025
Page 2
Sources of Target Businesses, page 114
2.Please revise disclosure in the first full paragraph on page 115 to clarify, if true, that
no one acting on your behalf has engaged in discussions with any of the prospective
target businesses that any of the Active Cantor SPACs or any of the Prior Cantor
SPACs had considered, consistent with disclosure on your prospectus cover page.
            Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser

October 15, 2024
Howard W. Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022
Re:Cantor Equity Partners III, Inc.
Draft Registration Statement on Form S-1
Submitted September 18, 2024
CIK No. 0002034268
Dear Howard W. Lutnick:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted September 18, 2024
Cover Page
1.Where you discuss conflicts of interest, please include additional cross-references to
the locations of related disclosures in the prospectus, such as in the summary
disclosure provided in response to Item 1602(b)(7).
Prospectus Summary, page 1
2.Please revise the tables beginning on pages 10 and 105 to disclose the lock-up
agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.
Our Company, page 2
Please expand your discussion of the manner in which you will identify and evaluate 3.

October 15, 2024
Page 2
potential business combination candidates to include disclosure of how significant
competition among other SPACs pursuing business combination transactions may
impact your ability to identify and evaluate a target company.
4.We note that the Active Cantor SPACs are currently searching for businesses in
industries similar to the industries in which your search is focused, and that your
officers and directors may have conflicts of interest with respect to the Active Cantor
SPACs. Please revise to address how opportunities to acquire targets are allocated
among the Active Cantor SPACs and the company. Also continue to update the status
of the Active Cantor SPACs in amendments to the registration statement prior to
effectiveness.
Risks Relating to Cantor, our Sponsor and Management Team, page 57
5.We note the disclosure on page 11 and elsewhere that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement shares 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 sponsor 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.
Dilution, page 88
6.We note that one of your calculation assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
for an initial business combination. Please expand your disclosure to highlight that
you may need to obtain such financing 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 shares,
as stated on page 101 of your prospectus.
            Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser