SecProbe.io

CORRESP
 1
 filename1.htm

 April 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549

 Attention: Catherine De Lorenzo

 Re: Cartesian Growth Corporation III
Registration Statement on Form S-1
 Filed January 29, 2025, as amended 
File No. 333-284565

 Dear Ms. De Lorenzo:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Cartesian Growth
Corporation 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. Eastern Time on May 1, 2025, or as soon thereafter as 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 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
UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 cartesian
growth corporation III
 505 Fifth Avenue, 15th Floor
New York, New York 10017

 April 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Catherine De Lorenzo

 Re: Cartesian Growth Corporation III
Registration Statement on Form S-1
File No. 333-284565

 Dear Ms. De Lorenzo:

 Cartesian Growth Corporation
III (the "Company") hereby requests that the effective date of the Company's Registration Statement on Form S-1,
as amended (File No. 333-284565), be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be
declared effective at 4:00 p.m., Eastern time, on Thursday, May 1, 2025, or as soon thereafter as possible.

 [ Remainder
of page intentionally left blank. ]

 Sincerely,

 CArtesian
 Growth CORPORATION III

 By:
 /s/ Peter Yu

 Name:
 Peter Yu

 Title:
 Chief Executive Officer

 [Signature
Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 Thomas R. Martin, Esq.
Tel 305.579.0739
thomas.martin@gtlaw.com

 April 10, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549-3561

 Attn: Catherine De Lorenzo
Dorrie Yale

 Re: Cartesian Growth Corporation III
 Amendment No. 2 to Registration Statement on Form S-1
Filed March 21, 2025
Amendment No. 3 to Registration Statement on Form S-1
Filed April 3, 2025
File No. 333-284565

 Dear Ms. De Lorenzo and Ms. Yale:

 On behalf of Cartesian Growth
Corporation III (the "Company"), we are hereby responding to the comment of the staff (the "Staff") of the U.S.
Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated April 7, 2025 (the "Comment
Letter") with respect to the above referenced Amendment No. 2 to the Registration Statement on Form S-1 (the "Registration
Statement"), filed with the Commission by the Company on March 21, 2025, and Amendment No. 3 to the Registration Statement, filed
with the Commission by the Company on April 3, 2025.

 The Company is concurrently
filing with the Commission this letter and Amendment No. 4 to the Registration Statement ("Amendment No. 4"), which reflects
the Company's response to the comment received by the Staff and certain updated information. For ease of reference, the text of
the Staff's comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's response.
All page references in the response set forth below refer to page numbers in Amendment No. 4. Capitalized terms used but not defined herein
have the meanings set forth in Amendment No. 4.

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

 Exhibits

 1. Please request that Cayman counsel revise its opinion in Exhibit 5.1 to remove inappropriate assumptions.
In this regard, for example, we note paragraphs 2.8, 2.10, and 2.12. In addition, we refer to your qualification in paragraph 4.4, which
refers to potential obligations pursuant to the memorandum and articles of association. It is not appropriate for counsel to include in
its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin
No. 19.

 Response : The Company acknowledges
the Staff's comment and has provided an updated opinion of Cayman counsel as Exhibit 5.1 to Amendment No. 4.

 * *
 *

 U.S. Securities and Exchange Commission
Division of Corporation Finance
April 10, 2025
Page 2

 We thank the Staff in advance
for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (305) 579-0739.

 Sincerely,

 GREENBERG TRAURIG, P.A.

 By:
 /s/ Thomas R. Martin, Esq.

 Thomas R. Martin, Esq.

 cc: Peter Yu – Chief Executive Officer,
Cartesian Growth Corporation III

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

Peter Yu
Chief Executive Officer
Cartesian Growth Corporation III
505 Fifth Avenue, 15th Floor
New York, NY 10017

 Re: Cartesian Growth Corporation III
 Amendment No. 2 to Registration Statement on Form S-1
 Filed March 21, 2025
 Amendment No. 3 to Registration Statement on Form S-1
 Filed April 3, 2025
 File No. 333-284565
Dear Peter Yu:

 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 this 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
Exhibits

1. Please request that Cayman counsel revise its opinion in Exhibit 5.1 to
remove
 inappropriate assumptions. In this regard, for example, we note
paragraphs 2.8, 2.10,
 and 2.12. In addition, we refer to your qualification in paragraph 4.4,
which refers to
 potential obligations pursuant to the memorandum and articles of
association. It is not
 appropriate for counsel to include in its opinion assumptions that
assume any of the
 material facts underlying the opinion. Refer to Section II.B.3.a of
Staff Legal Bulletin
 No. 19.
 April 7, 2025
Page 2

 Please contact Eric McPhee at 202-551-3693 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 Dorrie Yale at
202-551-
8776 with any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Thomas R. Martin, Esq.
Tel 305.579.0739
thomas.martin@gtlaw.com

 March 21, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549-3561

 Attn:	Catherine De Lorenzo
Dorrie Yale

 Re: Cartesian Growth Corporation III
 Amendment No. 1 to Registration Statement on Form S-1
Filed March 5, 2025
File No. 333-284565

 Dear Ms. De Lorenzo and Ms. Yale:

 On behalf of Cartesian Growth
Corporation III (the "Company"), we are hereby responding to the comment of the staff (the "Staff") of the U.S.
Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated March 17, 2025 (the "Comment
Letter") with respect to the above referenced Amendment No. 1 to the Registration Statement on Form S-1 (the "Registration
Statement"), filed with the Commission by the Company on March 5, 2025.

 The Company is concurrently
filing with the Commission this letter and Amendment No. 2 to the Registration Statement ("Amendment No. 2"), which reflects
the Company's response to the comment received by the Staff and certain updated information. For ease of reference, the text of
the Staff's comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's response.
All page references in the response set forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not defined herein
have the meanings set forth in Amendment No. 2.

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

 Underwriting, page 166

 1. We note your response to prior comment 5. Please revise your underwriter's compensation table on page 167 to include the
private placement warrants in tabular format. Please refer to Item 508(e) of Regulation S-K.

 Response : The Company has revised
its disclosure on page 167 of Amendment No. 2 in response to the Staff's comment.

 * * *

 U.S. Securities and Exchange Commission
Division of Corporation Finance
March 21, 2025
Page 2

 We thank the Staff in advance
for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (305) 579-0739.

 Sincerely,

 GREENBERG TRAURIG, P.A.

 By:
 /s/ Thomas R. Martin, Esq.

 Thomas R. Martin, Esq.

 cc: Peter Yu – Chief Executive Officer,
Cartesian Growth Corporation III

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

Peter Yu
Chief Executive Officer
Cartesian Growth Corp III
505 Fifth Avenue, 15th Floor
New York, NY 10017

 Re: Cartesian Growth Corp III
 Amendment No. 1 to Registration Statement on Form S-1
 Filed March 5, 2025
 File No. 333-284565
Dear Peter Yu:

 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 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. Unless
we note
otherwise, any references to prior comments are to comments in our February 25,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Underwriting , page 166

1. We note your response to prior comment 5. Please revise your
underwriter's
 compensation table on page 167 to include the private placement warrants
in tabular
 format. Please refer to Item 508(e) of Regulation S-K.
 March 17, 2025
Page 2

 Please contact Eric McPhee at 202-551-3693 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 Dorrie Yale at
202-551-
8776 with any other questions.

 Sincerely,

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

CORRESP
1
filename1.htm

Thomas R. Martin, Esq.

Tel 305.579.0739

thomas.martin@gtlaw.com

March 5, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street NE

Washington, D.C. 20549-3561

Attn: Catherine De Lorenzo

  Dorrie Yale

 Re: Cartesian Growth Corporation III

    Registration Statement on Form S-1

    Filed January 29, 2025

    File No. 333-284565

Dear Ms. De Lorenzo and Ms. Yale:

On behalf of Cartesian Growth
Corporation III (the “Company”), we are hereby responding to the comments of the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated February 25, 2025 (the “Comment
Letter”) with respect to the above referenced Registration Statement on Form S-1, filed with the Commission by the Company on January
29, 2025 (the “Registration Statement”).

The Company is concurrently
filing with the Commission this letter and Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects
the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, the text of
each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s
response. All page references in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not
defined herein have the meanings set forth in Amendment No. 1.

Registration Statement on Form S-1

Cover page

 1. We note your disclosure on page 18 and elsewhere that if you increase or decrease the size of the offering
pursuant to Rule 462(b) under the Securities Act, 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. Please disclose this information, as well as the number
of founder shares to be issued to your independent directors, on the cover page. Please refer to Item 1602(a)(3) of Regulation S-K.

Response: The Company has revised
its disclosure on the cover page and pages 12 and 102 of Amendment No. 1 in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

March 5, 2025

Page 2

Initial Shareholders Information, page 10

 2. Please expand your narrative disclosure to discuss whether the exercise of the private warrants on
a cashless basis and the conversion of the working capital loans into warrants may result in a material dilution of the purchasers’
equity interests. Please refer to Item 1602(b)(6) of Regulation S-K.

Response: The Company has revised
its disclosure on the cover page and pages 11, 23, 32, 33, 45, 74, 83, 90, 92, 102, 126, 130, 135, and 137 of Amendment No. 1 in response
to the Staff’s comment.

Risk Factors Summary, page 37

 3. Please expand the sixth bullet to explain that no vote from public shareholders may be needed if only
the holders representing a quorum vote their shares, as you discuss elsewhere in your prospectus. Also clarify this information in the
header of your last risk factor on page 39.

Response: The Company has revised
its disclosure on pages 37 and 39 of Amendment No. 1 in response to the Staff’s comment.

Risk Factors

Risks Relating to our Securities, page 68

 4. We note your discussion on pages 77 and 78 regarding the U.S. federal excise tax. Where you discuss
that the excise tax could reduce the amount of cash available to transfer to the target business in connection with our initial business
combination, please revise to also clarify that it could also reduce the amount of cash available to pay redemptions.

Response: The Company has revised
its disclosure on page 78 of Amendment No. 1 in response to the Staff’s comment.

Underwriting, page 166

 5. We note your disclosure on page 22 that the private placement warrants to be purchased by Cantor are
deemed by FINRA to be underwriters’ compensation. Please revise to include the private placement warrants in your description of
the underwriter’s compensation. Refer to Item 508(e) of Regulation S-K.

Response: The Company has revised
its disclosure on page 167 of Amendment No. 1 in response to the Staff’s comment.

* * *

U.S. Securities and Exchange Commission

Division of Corporation Finance

March 5, 2025

Page 3

We thank the Staff in advance
for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (305) 579-0739.

    Sincerely,

    GREENBERG TRAURIG, P.A.

    By:
    /s/ Thomas R. Martin, Esq.

    Thomas R. Martin, Esq.

    cc:
    Peter Yu – Chief Executive Officer,

Cartesian Growth Corporation III

February 25, 2025
Peter Yu
Chief Executive Officer
Cartesian Growth Corp III
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re:Cartesian Growth Corp III
Registration Statement on Form S-1
Filed January 29, 2025
File No. 333-284565
Dear Peter Yu:
            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 on page 18 and elsewhere that if you increase or decrease the
size of the offering pursuant to Rule 462(b) under the Securities Act, 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. Please disclose this information, as well as the
number of founder shares to be issued to your independent directors, on the cover
page. Please refer to Item 1602(a)(3) of Regulation S-K.
Initial Shareholders Information, page 10
Please expand your narrative disclosure to discuss whether the exercise of the private
warrants on a cashless basis and the conversion of the working capital loans into 2.

February 25, 2025
Page 2
warrants may result in a material dilution of the purchasers' equity interests. Please
refer to Item 1602(b)(6) of Regulation S-K.
Risk Factors Summary, page 37
3.Please expand the sixth bullet to explain that no vote from public shareholders may be
needed if only the holders representing a quorum vote their shares, as you discuss
elsewhere in your prospectus. Also clarify this information in the header of your
last risk factor on page 39.
Risk Factors
Risks Relating to our Securities, page 68
4.We note your discussion on pages 77 and 78 regarding the U.S. federal excise tax.
Where you discuss that the excise tax could reduce the amount of cash available to
transfer to the target business in connection with our initial business combination,
please revise to also clarify that it could also reduce the amount of cash available to
pay redemptions.
Underwriting, page 166
5.We note your disclosure on page 22 that the private placement warrants to be
purchased by Cantor are deemed by FINRA to be underwriters' compensation. Please
revise to include the private placement warrants in your description of the
underwriter's compensation. Refer to Item 508(e) of Regulation S-K.
            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 Eric McPhee at 202-551-3693 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 Dorrie Yale at 202-551-
8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Tricia Branker, Esq.