SecProbe.io

CORRESP
 1
 filename1.htm

 September 11, 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

 Re:
 Chenghe Acquisition III Co.

 Registration Statement on Form S-1

 Filed September 9, 2025, as amended
 File No. 333-288524

 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"),
BTIG, LLC, as the representative of the underwriters of the offering, hereby joins 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 at 4:30 p.m. ET on September 15, 2025,
or as soon as thereafter 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 September 11, 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 September 9, 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.

 Very truly yours,

 /s/ Paul Wood

 Paul Wood

 Managing Director, Co-Head of SPAC
 Investment Banking

CORRESP
 1
 filename1.htm

 Chenghe Acquisition III Co.
 38 Beach Road #29-11
South Beach Tower
Singapore 189767

 September 11, 2025

 VIA EDGAR

 Office of Real Estate & Construction

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Fred Knapp, Isaac Esquivel, Pearlyne Paulemon
and Pam Howell

 Re: Chenghe Acquisition III Co.
Registration Statement on Form S-1, as amended
File No. 333-288524

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Chenghe Acquisition III Co., a Cayman Islands exempted company (the " Company "), hereby requests
acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on September 15, 2025, or
as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Paul Hastings LLP, requests by telephone
that such Registration Statement be declared effective.

 Please contact Will Burns of Paul Hastings
LLP, counsel to the Company, at (713) 860-7352, as soon as the registration statement has been declared effective, or if you have any
other questions or concerns regarding this matter.

 Sincerely,

 /s/ Shibin Wang

 Shibin Wang

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 August 29, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Fred Knapp

 Isaac Esquivel

 Pearlyne Paulemon

 Pam Howell

 Re:
 Chenghe Acquisition III Co.

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

 Filed July 28, 2025

 File No. 333-288524

 Ladies and Gentlemen:

 On behalf of our client, Chenghe
Acquisition III Co., a company incorporated under the laws of the Cayman Islands (the " Company " or " we "),
we submit to the staff of the Division of Corporation Finance (the " Staff ") of the United States Securities
and Exchange Commission (the " Commission ") the Company's response to the comments contained in the Staff's
letter, dated August 28, 2025 (the " Comment Letter "), with respect to the above-referenced Amendment No. 2.
To Registration Statement on Form S-1 submitted on August 22, 2025.

 Concurrently with the submission
of this letter, the Company has filed via EDGAR Amendment No. 3 to the Registration Statement on Form S-1 (the " Registration
Statement "), which reflects the Company's responses to the comments received from the Staff and certain other updated
information.

 For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references
in the responses set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in
this response letter have the meanings ascribed to such terms in the Registration Statement.

 Amendment No. 2. To Registration Statement
on Form S-1 filed August 22, 2025

 Exhibits

 1.
 We note your response and revisions to prior comment 1. Please revise the assumption in Exhibit 5.2 that "the Warrant Agreement to be entered into in connection with the Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company, is a valid, binding and enforceable agreement of each party thereto" as it relates to the Company.

 In response to the Staff's comment,
we have revised Exhibit 5.2 and filed it with the Registration Statement to clarify the assumption regarding the Warrant Agreement as
it relates to the Company.

 2.
 We note your response and revision to prior comment 4. Please revise the signatures to include the signature of your controller or principal accounting officer. See Instruction 1 to Signatures to Form S-1.

 The Company respectfully advises the Staff that the signatures have been revised to reflect that Lyle Wang is the Company's principal
financial and accounting officer.

 General

 3.
 We note your response to prior comment 3 and reissue. While we note there is disclosure of the location of the co-sponsors in China, we note that your disclosure regarding the risks is really focused on the ties of officers and directors to China and/or Hong Kong. For instance, the cover page states "we face various legal and operational risks associated with our ties to Hong Kong and/or China." As previously requested, please revise your disclosures throughout the prospectus to address the material risks and uncertainties due to your co-sponsors being located in Hong Kong. In addition, we continue to note that much of the disclosure is focused on the company post business combination, in particular the risk factor disclosures. Your revised disclosures should also address the current risks and uncertainties as opposed to those associated with Company's post-combination operations.

 In response to the Staff's comment, we have revised the Registration Statement on the cover page and pages 14, 15, 46, 47, 73-76,
82, 83, 120, 121, 148, and 149 to address the current material risks and uncertainties the Company may face due to our co-sponsors being
located in Hong Kong as well as the risk factor disclosures related to the current risks and uncertainties.

 Please do not hesitate to
contact R. William Burns at (713) 860-7352 or Chris Centrich at (713) 860-7309 if you require additional information with respect to any
of the foregoing. Thank you.

 Sincerely,

 /s/ R. William Burns

 R. William Burns

 cc: Chris Centrich, Paul
 Hastings LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 28, 2025

Shibin Wang
Chief Executive Officer
Chenghe Acquisition III Co.
38 Beach Road #29-11
South Beach Tower, Singapore, 189767

 Re: Chenghe Acquisition III Co.
 Amendment No.2 to Registration Statement on Form S-1
 Filed August 22, 2025
 File No. 333-288524
Dear Shibin Wang:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our August 11,
2025 letter.

Amendment No.2 to Form S-1 filed on August 22, 2025
Exhibits

1. We note your response and revisions to prior comment 1. Please revise
the assumption
 in Exhibit 5.2 that the Warrant Agreement to be entered into in
connection with the
 Warrants has been duly authorized, executed and delivered by the Warrant
Agent and
 the Company, is a valid, binding and enforceable agreement of each party
thereto as
 it relates to the Company.
General

2. We note your response and revision to prior comment 4. Please revise the
signatures
 to include the signature of your controller or principal accounting
officer. See
 Instruction 1 to Signatures to Form S-1.
 August 28, 2025
Page 2

3. We note your response to prior comment 3 and reissue. While we note there
is
 disclosure of the location of the co-sponsors in China, we note that your
disclosure
 regarding the risks is really focused on the ties of officers and
directors to China
 and/or Hong Kong. For instance, the cover page states "we face various
legal and
 operational risks associated with our ties to Hong Kong and/or China." As
previously
 requested, please revise your disclosures throughout the prospectus to
address the
 material risks and uncertainties due to your co-sponsors being located in
Hong Kong.
 In addition, we continue to note that much of the disclosure is focused
on the
 company post business combination, in particular the risk factor
disclosures. Your
 revised disclosures should also address the current risks and
uncertainties as opposed
 to those associated with Company s post-combination operations.
 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 Howell at
202-551-3357
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Chris E. Centrich
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 22, 2025

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attn:
 Fred Knapp

 Isaac Esquivel

 Pearlyne Paulemon

 Pam Howell

 Re:
 Chenghe Acquisition III Co.

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

 Filed July 28, 2025

 File No. 333-288524

 Ladies and Gentlemen:

 On behalf of our client, Chenghe
Acquisition III Co., a company incorporated under the laws of the Cayman Islands (the " Company " or " we "),
we submit to the staff of the Division of Corporation Finance (the " Staff ") of the United States Securities
and Exchange Commission (the " Commission ") the Company's response to the comments contained in the Staff's
letter, dated August 11, 2025 (the " Comment Letter "), with respect to the above-referenced Amendment No. 1.
To Registration Statement on Form S-1 submitted on July 28, 2025.

 Concurrently with the submission
of this letter, the Company has filed via EDGAR Amendment No. 2 to the Registration Statement on Form S-1 (the " Registration
Statement "), which reflects the Company's responses to the comments received from the Staff and certain other updated
information.

 For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references
in the responses set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in
this response letter have the meanings ascribed to such terms in the Registration Statement.

 Amendment No. 1. To Registration Statement
on Form S-1 filed July 28, 2025

 Exhibits

 1.
 We note the statement in Exhibit 5.2 that the opinion relates to the "proposed underwritten public offering of up to 11,000,000 units of the Company (the "Units") (which includes up to 1,650,000 Units that may be issued and sold pursuant to the exercise of an over-allotment option described in the Registration Statement)." Please reconcile with the registration statement, which reflects the over-allotment of 1.65 million units as being in addition to the 11 million units. Please also revise the assumption that "the Warrant Agreement to be entered into in connection with the Warrants ... is a valid, binding and enforceable agreement of each party thereto" as it relates to the Company.

 In response to the Staff's comment,
we have revised Exhibit 5.2 and filed it with the Registration Statement to clarify that the total offering is 12,650,000 units, inclusive
of the over-allotment option. We have also revised the assumption regarding the Warrant Agreement as it relates to the Company.

 2.
 The Trust Agreement, filed as Exhibit 10.2 states "counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds." Nasdaq Listing Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee." It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the disclosure is inconsistent with the disclosure in the prospectus, which states proceeds will not be released until "the completion of our initial business combination." Please reconcile the disclosure and advise how this is consistent with the Nasdaq Listing Rule.

 In response to the Staff's comment,
we have revised the Form of the Investment Management Trust Agreement and filed it as Exhibit 10.2 to the Registration Statement. The
revision clarifies that the funds will be transferred after written notification by counsel that the initial business combination has
been consummated, ensuring the disclosure is consistent with the prospectus and the applicable Nasdaq listing rule.

 General

 3.
 We note you discuss in detail the risks of most of your executive officers and directors being located in Hong Kong, or having ties to the PRC and/or Hong Kong. Please similarly revise your disclosures throughout the prospectus to address the material risks and uncertainties due to your co-sponsors being located in Hong Kong. Your revised disclosures should also address the current risks and uncertainties as opposed to those associated with Company's post-combination operations.

 In response to the Staff's comment,
we have revised the Registration Statement on the cover page and pages 14, 15, 46, 78, 117, 118, and 145 to include the co-sponsors in the current
material risks and uncertainties the Company may face due to our co-sponsors being located in Hong Kong.

 The Company kindly calls to the Staff's
attention the associated disclosure on the cover page and pages 46, 78, and 79 regarding the current risks and uncertainties. We address such
current risks and uncertainties, which include the Chinese government potentially:

 i) intervening or influencing our operations at any time through our co-sponsors, directors, and officers
who have ties in China;

 ii) exerting oversight and discretion over the conduct of our and our directors' and officers'
search for a target company;

 2

 iii) adopting new policies, regulations, and rules, and enforcing them in a manner that could significantly
impact our ability to operate and may limit or completely undermine our ability to search for a target company;

 iv) exerting more oversight and control over us specifically due to some of our affairs being conducted overseas
with foreign investment in China-based issuers;

 v) initiating various regulatory actions and making public statements-some issued with little advance
notice-including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies
listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding anti-monopoly enforcement efforts;

 vi) causing us, due to our co-sponsors and certain of our executive officers and directors having ties to
Hong Kong and/or the PRC, to be a less attractive partner to non-PRC or non-Hong Kong-based target companies as compared to other special
purpose acquisition companies that do not have such ties, thereby potentially limiting the pool of acquisition candidates and making it
more likely for us to consummate a business combination with a target company located in the PRC or Hong Kong;

 vii) determining that we are required to obtain approvals from PRC government authorities, including the CSRC,
the Cyberspace Administration of China, or any other government entity, to issue our securities in connection with this offering, despite
our belief that such approvals are not currently required, which could lead to significant regulatory actions, including fines, confiscation
of income, revocation of licenses, restrictions on operations, or prohibitions on the use of offering proceeds; and

 viii) exerting significant authority to influence the ability of a China-based company to conduct its business,
make or accept foreign investments, or list on a U.S. stock exchange.

 Respectfully, we believe the above disclosure
addresses the current risks and uncertainties the Company faces as a result of the Company and its co-sponsors, directors, and officers
being located in, or having ties to, Hong Kong and/or China.

 4.
 Please revise the signatures to include the signature of your principal financial officer, controller or principal accounting officer and by at least a majority of the board of directors or persons performing similar functions. See Instruction 1 to Signatures to Form S-1.

 The Company respectfully advises the
Staff that the signatures have been revised to include the signature of our Chief Financial Officer, our principal financial officer,
and by a majority of our board of directors, in compliance with Instruction 1 to Signatures to Form S-1.

 5.
 We note the disclosure on page 38 and elsewhere in the prospectus that "pursuant to the letter agreement, our co-sponsors, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the proposed business combination)." Please reconcile with the letter agreement filed as Exhibit 10.1, which only states that such individuals have agreed to vote any ordinary shares owned by such persons in favor of any proposed business combination.

 In response to the Staff's comment,
we have revised the Registration Statement on pages 25, 28, 30, 38, 52, 153, 176, 188, and 189. Additionally, we have revised the Form of Letter Agreement
and filed it as Exhibit 10.1 to the Registration Statement. In both instances, we have clarified that, in such case, our co-sponsors,
officers, and directors have agreed to vote any ordinary shares owned by them, including founder shares, private placement shares, and
any public shares purchased during or after this offering, in favor of our initial business combination (except that any public shares
such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving
the proposed business combination).

 Please do not hesitate to
contact R. William Burns at (713) 860-7352 or Chris Centrich at (713) 860-7309 if you require additional information with respect to any
of the foregoing. Thank you.

 Sincerely,

 /s/ R. William Burns

 R. William Burns

 cc:
Chris Centrich, Paul Hastings LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Shibin Wang
Chief Executive Officer
Chenghe Acquisition III Co.
38 Beach Road #29-11
South Beach Tower, Singapore, 189767

 Re: Chenghe Acquisition III Co.
 Amendment No.1 to Registration Statement on Form S-1
 Filed July 28, 2025
 File No. 333-288524
Dear Shibin Wang:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our July 14,
2025 letter.

Amendment No.1 to Registration Statement on Form S-1 filed July 28, 2025
Exhibits

1. We note the statement in Exhibit 5.2 that the opinion relates to the
"proposed
 underwritten public offering of up to 11,000,000 units of the Company
(the Units )
 (which includes up to 1,650,000 Units that may be issued and sold
pursuant to the
 exercise of an over-allotment option described in the Registration
Statement)." Please
 reconcile with the registration statement, which reflects the
over-allotment of 1.65
 million units as being in addition to the 11 million units. Please also
revise the
 assumption that "the Warrant Agreement to be entered into in connection
with the
 Warrants ... is a valid, binding and enforceable agreement of each party
thereto" as it
 relates to the Company.
 August 11, 2025
Page 2
2. The Trust Agreement, filed as Exhibit 10.2 states "counsel for the
Company shall
 deliver to you written notification that the Business Combination has
been
 consummated, or will be consummated substantially, concurrently with your
transfer
 of funds." Nasdaq Listing Rule IM-5101-2(a) states that [a]t least 90%
of the gross
 proceeds . . . must be deposited in a trust account maintained by an
independent
 trustee. It is unclear how the release of funds earlier than the
consummation of the
 initial business combination would comport with this listing standard. We
also note
 that the disclosure is inconsistent with the disclosure in the
prospectus, which states
 proceeds will not be released until "the completion of our initial
business
 combination." Please reconcile the disclosure and advise how this is
consistent with
 the Nasdaq Listing Rule.
General

3. We note you discuss in detail the risks of most of your executive
officers and directors
 being located in Hong Kong, or having ties to the PRC and/or Hong Kong.
Please
 similarly revise your disclosures throughout the prospectus to address
the material
 risks and uncertainties due to your co-sponsors being located in Hong
Kong. Your
 revised disclosures should also address the current risks and
uncertainties as opposed
 to those associated with Company's post-combination operations.
4. Please revise the signatures to include the signature of your principal
financial officer,
 controller or principal accounting officer and by at least a majority of
the board of
 directors or persons performing similar functions. See Instruction 1 to
Signatures to
 Form S-1.
5. We note the disclosure on page 38 and elsewhere in the prospectus that
"pursuant to
 the letter agreement, our co-sponsors, officers and directors have agreed
to vote their
 founder shares and any public shares purchased during or after this
offering in favor
 of our initial business combination (except that any public shares such
parties may
 purchase in compliance with the requirements of Rule 14e-5 under the
Exchange Act
 would not be voted in favor of approving the proposed business
combination)." Please
 reconcile with the letter agreement filed as Exhibit 10.1, which only
states that such
 individuals have agreed to vote any ordinary shares owned by such persons
in favor of
 any proposed business combination.

 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 Howell at
202-551-3357
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Chris E. Centrich
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 25, 2025

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Fred Knapp

 Isaac Esquivel

 Pearlyne Paulemon

 Pam Howell

 Re:
 Chenghe Acquisition III Co.

 Registration Statement on Form S-1

 July 3, 2025

 File No. 333-288524

 Ladies and Gentlemen:

 On behalf of our client, Chenghe
Acquisition III Co., a company incorporated under the laws of the Cayman Islands (the " Company " or " we "),
we submit to the staff of the Division of Corporation Finance (the " Staff ") of the United States Securities
and Exchange Commission (the " Commission ") the Company's response to the comments contained in the Staff's
letter, dated July 14, 2025 (the " Comment Letter "), with respect to the above-referenced Registration Statement
on Form S-1 submitted on July 3, 2025.

 Concurrently with the submission
of this letter, the Company has filed via EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (the " Registration
Statement "), which reflects the Company's responses to the comments received from the Staff and certain other updated
information.

 For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references
in the responses set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in
this response letter have the meanings ascribed to such terms in the Registration Statement.

 Registration Statement on Form S-1 filed
July 3, 2025

 Cover Page

 1. We acknowledge your response to prior comment 1. We note that your co-sponsors and most of your executive officers and directors
are located in or have significant ties to China. Please revise here and relevant sections throughout the prospectus to clarify whether
the co-sponsors are located in China, including Hong Kong.

 In response to the Staff's comment, we have revised
the cover page and pages 1, 26, 27, 33, and 180 of the Registration Statement.

 2. We note that the founders shares after this offering will account for 25% of the total outstanding ordinary shares. Please reconcile
the disclosure on page 106, which continues to refer to the percentage ownership after this offering at 20%. In addition, we note references
throughout the prospectus to the total amount held by the initial shareholders after this offering at 26%. Please reconcile with the principal
shareholders table on page 177, which reflects total ownership after this offering at 27.8%.

 In response to the Staff's comments,
we have revised the cover page and pages 107 and 178 of the Registration Statement.

 Dilution, page 48

 3. We acknowledge your response to prior comment 9. We note the narrative outside the table on page 49 states that for purposes
of presenting the maximum redemptions scenario, you have reduced your NTBV after this offering by $110 million because holders of up to
100% of the public shares may exercise their redemption rights. Please reconcile with the dilution table, which reflects the limitation under
your amended and restated memorandum and articles of association that will prohibit redemptions in an amount that would cause your net
tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001.

 The Company respectfully advises the Staff
that it has removed from its amended and restated memorandum and articles of association the prohibition against redemptions in an amount
that would cause its net tangible assets to be less than $5,000,0001 and has revised the Registration Statement on the cover page and
pages 40, 49 , 50, 53, 68, 152 153, 154, 155, 158, and 200 accordingly.

 2

 Risk Factors

 We
may approve an amendment or waiver of the letter agreement . . ., page 101

 4. Please revise to clarify whether the letter agreement contains restrictions on the transfer of membership interests, as indirect
transfers of your securities, which is suggested in the current disclosure. If the Sponsor, its affiliates, and promoters can indirectly
transfer your securities, including through the transfer of Sponsor membership interests, please disclose the circumstances or arrangements
under which such transfer can be made. Please see Item 1603(a)(6) of Regulation SK.

 The Company respectfully advises the Staff
that while non-managing members will not be a direct party to the letter agreement, as a result of their ownership of membership interests
in Delaware Sponsor, they will be bound by the restrictions set forth with respect to their allocated founder shares, the private placement
units and securities underlying the private placement units. The Company has added corresponding clarifying disclosure on pages 1, 7,
8, 102, 103, 138, and 182.

 The Company notes that the letter agreement
prohibits indirect transfers of the founder shares, which would include a transfer of membership interests in the sponsor. The definition
of "Transfer" in paragraph 11 of the letter agreement prohibits transfers "directly or indirectly."

 Certain Relationships and Related Party Transactions,
page 182

 5. We note the disclosure added about the activities that may be provided by CBC Securities in the future. Please revise to provide
the disclosure required by Item 404 of Regulation S-K for the services being provided in connection with this offering.

 In response to the Staff's comment,
we have revised the Registration Statement on page 184 .

 Underwriting, page 216

 6. Please tell us whether CBC Securities plans to make a market in the securities. If so, amend the registration statement to register
the market-making activities.

 The Company respectfully advises the Staff
that CBC Securities does not plan to make a market in the securities.

 3

 Please do not hesitate to
contact R. William Burns at (713) 860-7352 or Chris Centrich at (713) 860-7309 if you require additional information with respect to any
of the foregoing. Thank you.

 Sincerely,

 /s/ R. William Burns

 R. William Burns

 cc:
 Chris Centrich, Paul Hastings LLP

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 14, 2025

Shibin Wang
Chief Executive Officer
Chenghe Acquisition III Co.
38 Beach Road #29-11
South Beach Tower, Singapore, 189767

 Re: Chenghe Acquisition III Co.
 Registration Statement on Form S-1
 Filed July 3, 2025
 File No. 333-288524
Dear Shibin Wang:

 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 filed July 3, 2025
Cover Page

1. We acknowledge your response to prior comment 1. We note that your
co-sponsors
 and most of your executive officers and directors are located in or have
significant ties
 to China. Please revise here and relevant sections throughout the
prospectus to clarify
 whether the co-sponsors are located in China, including Hong Kong.
2. We note that the founders shares after this offering will account for
25% of the total
 outstanding ordinary shares. Please reconcile the disclosure on page
106, which
 continues to refer to the percentage ownership after this offering at
20%. In addition,
 we note references throughout the prospectus to the total amount held by
the initial
 shareholders after this offering at 26%. Please reconcile with the
principal
 shareholders table on page 177, which reflects total ownership after
this offering at
 27.8%.
 July 14, 2025
Page 2

Dilution, page 48

3. We acknowledge your response to prior comment 9. We note the narrative
outside the
 table on page 49 states that for purposes of presenting the maximum
redemptions
 scenario, you have reduced your NTBV after this offering by $110 million
because
 holders of up to 100% of the public shares may exercise their redemption
rights.
 Please reconcile with the dilution table, which reflects the limitation
under your
 amended and restated memorandum and articles of association that will
prohibit
 redemptions in an amount that would cause your net tangible assets,
after payment of
 the deferred underwriting commissions, to be less than $5,000,001.
Risk Factors
We may approve an amendment or waiver of the letter agreement . . ., page 101

4. Please revise to clarify whether the letter agreement contains
restrictions on the
 transfer of membership interests, as indirect transfers of your
securities, which is
 suggested in the current disclosure. If the Sponsor, its affiliates, and
promoters can
 indirectly transfer your securities, including through the transfer of
 Sponsor membership interests, please disclose the circumstances or
arrangements
 under which such transfer can be made. Please see Item 1603(a)(6) of
Regulation S-
 K.
Certain Relationships and Related Party Transactions, page 182

5. We note the disclosure added about the activities that may be provided
by CBC
 Securities in the future. Please revise to provide the disclosure
required by Item 404 of
 Regulation S-K for the services being provided in connection with this
offering.
Underwriting , page 216

6. Please tell us whether CBC Securities plans to make a market in the
securities. If so,
 amend the registration statement to register the market-making
activities.
 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.
 July 14, 2025
Page 3

 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 Howell at
202-551-3357
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Chris E. Centrich
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 3, 2025

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Frank Knapp

 Isaac Esquivel

 Pearlyne Paulemon

 Pam Howell

 Re:
 Chenghe Acquisition III Co.

 Response to Staff’s Comments to

 Draft Registration Statement on Form S-1

 Submitted January 31, 2025

 CIK
No. 0002047177

 Ladies and Gentlemen:

 On behalf of our client, Chenghe
Acquisition III Co., a company incorporated under the laws of the Cayman Islands (the “ Company ”), we submit
to the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and Exchange
Commission (the “ Commission ”) the Company’s response to the comments contained in the Staff’s letter,
dated February 27, 2025 (the “ Comment Letter ”), with respect to the above-referenced Draft Registration Statement
on Form S-1 submitted on January 31, 2025.

 Concurrently with the submission
of this letter, the Company has filed via EDGAR a Registration Statement on Form S-1 (the “ Registration Statement ”),
which reflects the Company’s responses to the comments received from the Staff and certain other updated information.

 For ease of reference, each
comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references
in the responses set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in
this response letter have the meanings ascribed to such terms in the Registration Statement.

 Draft Registration Statement on Form S-1
submitted January 31, 2025

 Cover Page

 1. We note that your sponsor and certain of your executive officers and directors
are located in or have significant ties to China. Please revise here and relevant sections throughout the prospectus to identify each
officer and director located in China, including Hong Kong and clarify whether the Sponsor is located in China, including Hong Kong.

 In response to the Staff’s
comment, we have revised the cover page and pages 4, 14, 77, 78, 116, 117, 133 and 143 of the Registration Statement.

 2. We note potential conflicts of interest disclosure on the cover page. Please
clearly state that there may be actual or potential material conflicts of interest between the sponsor, its affiliates, or promoters;
and purchasers in the offering. Please also revise your cross-references to include cross-references to all related disclosures in the
prospectus. See Item 1602(a)(5) of Regulation S-K.

 In response
to the Staff’s comment, we have revised the cover page of the Registration Statement.

 3. Please revise the disclosure on the cover page to clearly state that the class
B ordinary shares will have the right to vote on the election of directors prior to the initial business combination. Please also
reconcile this disclosure with the disclosure on page 177 that “Holders of Class A ordinary shares and holders of Class B ordinary
shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.”

 In response
to the Staff’s comment, we have revised the cover page and pages 27, 178, 185 and 188 of the Registration Statement.

 Our Company and Co-Sponsors, page
2

 4. We note disclosure beginning on page 38 regarding payments that may be made
to insiders, including your sponsor, officers, directors and their affiliates. Please revise your compensation tables on page 4 and 129
to reference the potential payments that may be made to your sponsor, its affiliates or promoters of any fees for their services rendered
prior to or in connection with the completion of the initial business combination. Please also disclose the anti-dilution adjustment of
the founder shares in the table. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 5 and 134.

 2

 Anticipated expenses and funding
sources, page 30

 5. Please revise this section or include a new section within the Summary under
an appropriate subcaption to provide a more comprehensive discussion regarding whether you have any plans to seek additional financing
and how such financings may impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K. In this regard, we
note your disclosures that you intend to target businesses with enterprise values that are greater than you could acquire with the net
proceeds of this offering and the sale of the private placement units, as stated on page 65 and we note the potential to conduct a PIPE
transaction or issue notes or other debt securities in connection with the initial business combination, as referenced on pages 62, 65,
and 97.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 33 to add a new section captioned “Possible need
for additional financing.” We have also added a section on pages 13 and 143 under the caption “Potential Additional Financing”
in response to the Staff’s comment.

 Ability to extend time to complete
initial business combination, page 31

 6. Please disclose your plans if you do not consummate a de-SPAC transaction within
24 months, including whether you expect to extend the time period, whether there are any limitations on the number of extensions, including
the number of times, and the consequences to the SPAC sponsor of not completing an extension of this time period. See Item 1602(b)(4)
of Regulation S-K.

 In response to the Staff’s
comment and to reflect an update to the amount of time allotted for completion of the initial business combination, we have revised the
cover page and pages 1, 15, 33, 34, 56, 63, 121, 128, 130, 145, 159 and 172 of the Registration Statement.

 Permissions and Approvals from Chinese
Authorities, page 43

 7. We note the disclosure that you believe you are not required to obtain permissions
or approvals from any PRC government authorities. Please revise to disclose whether your officers and directors are required to obtain
such permissions or approvals from PRC government authorities to search for a target company.

 In response
to the Staff’s comment, we have revised the cover page and pages 46, 78 and 85 of the Registration Statement to state that our officers
and directors do not need such permissions or approvals.

 3

 Dilution, page 45

 8. We note that one of your calculations assumptions is that no ordinary shares
and convertible equity or debt securities are issued in connection with additional financing in connection with an initial business combination.
Please expand your disclosure to highlight that you may need to do so 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
units, as stated on page 65 of your prospectus.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 48.

 9. We note the narrative outside the table on page 46 states that for purposes
of presenting the maximum redemptions scenario, you have reduced your NTBV after this offering by $150 million because holders of up to
100% of the public shares may exercise their redemption rights. Please reconcile with the dilution table, which reflects the limitation
under your amended and restated memorandum and articles of association that will prohibit redemptions in an amount that would cause your
net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001. Similarly reconcile the Maximum
Redemptions header on the prospectus cover page.

 In response
to the Staff’s comment, we have revised the cover page and page 49 of the Registration Statement.

 Risk Factors, page 48

 10. We note the disclosure on page 5 that in order to facilitate your initial business
combination your sponsor may surrender or forfeit, transfer or exchange your founder shares, private placement units 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 sponsors 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.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 101.

 4

 If we seek shareholder approval
of our initial business combination ..., page 53

 11. We note the disclosure in this risk factor that permitted purchases of public
shares by the sponsor, initial shareholders, directors, officers, advisors or their affiliates would not be voted in favor of the initial
business combination. Please reconcile with the disclosure on page 34 that pursuant to the letter agreement, your sponsor, officers and
directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in
open market and privately- negotiated transactions) in favor of your initial business combination. Please disclose how such purchases
would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for guidance.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 27, 37, 151, 175 and 187.

 If we are deemed to be an investment
company . . ., page 59

 12. We note statements such as “[b]y restricting the investment of proceeds
to these instruments” you intend to avoid being deemed an investment company, and that you do not believe your anticipated principal
activities will subject you to the Investment Company Act under the applicable laws and regulations. These statements suggest that by
investing funds in U.S. government securities or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act,
you will avoid being deemed to be an investment company. Please revise to clarify that you may be deemed to be an investment company at
any time, notwithstanding your investment in these securities. Please also confirm that if your facts and circumstances change over time,
you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered
investment company.

 In response
to the Staff’s comment, we have revised the Registration Statement on page 63. If any facts and circumstances relating to our activities
change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating
as an unregistered investment company.

 Our warrant agreement will designate
the courts . . ., page 105

 13. We note this provision applies to federal securities law claims. As the provision
applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 110 and 193.

 5

 Use of Proceeds, page 115

 14. We note that you have included the cost for the office space, secretarial and
administrative services for only 12 months, although you have up to 24 months to complete an initial business combination. With a view
toward revised disclosure in the table, please tell us why you have not included costs assuming you continue for a 24-month period and
how you expect to cover those costs if not from proceeds held outside the trust.

 In response
to the Staff’s comment and to reflect an update to the amount of time allotted for completion of the initial business combination,
we have revised the Registration Statement on pages 120, 121 and 172 to reflect the cost for office space, secretarial and administrative
services for 18 months.

 Capitalization, page 121

 15. We note you disclose within the Class A ordinary share line caption 287,500
issued and outstanding shares on an “as adjusted” basis, instead of the 475,000 shares to be issued in connection with the
private placement. Please revise.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 20, 28, 48, 108, 109, 124, 125, 126, 178, 185 and 203
to update the number of shares to be issued in connection with the private placement to 375,000 shares.

 Our Company and Co-Sponsors, page
127

 16. Please describe the general character of the Sponsor’s business, as required
by Item 1603(a)(2) of Regulation S-K.

 In response
to the Staff’s comment, we have revised the Registration Statement on pages 4 and 133 to reflect that the co-sponsors were formed
to invest in the Company.

 6

 Please do not hesitate to
contact Will Burns at (713) 860-7352 or Chris Centrich at (713) 860-7309 if you require additional information with respect to any of
the foregoing. Thank you.

 Sincerely,

 /s/ R. William Burns

 R. William Burns

 cc:
 Chris Centrich, Paul Hastings LLP

 7

February 27, 2025
Shibin Wang
Chief Executive Officer
Chenghe Acquisition III Co.
38 Beach Road #29-11
South Beach Tower, Singapore, 189767
Re:Chenghe Acquisition III Co.
Draft Registration Statement on Form S-1
Submitted January 31, 2025
CIK No. 0002047177
Dear Shibin Wang:
            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 on Form S-1 submitted January 31, 2025
Cover Page
1.We note that your sponsor and certain of your executive officers and directors are
located in or have significant ties to China. Please revise here and relevant sections
throughout the prospectus to identify each officer and director located in China,
including Hong Kong and clarify whether the Sponsor is located in China, including
Hong Kong.
2.We note potential conflicts of interest disclosure on the cover page. Please clearly
state that there may be actual or potential material conflicts of interest between the
sponsor, its affiliates, or promoters; and purchasers in the offering. Please also revise
your cross-references to include cross-references to all related disclosures in the
prospectus. See Item 1602(a)(5) of Regulation S-K.

February 27, 2025
Page 2
3.Please revise the disclosure on the cover page to clearly state that the class B ordinary
shares will have the right to vote on the election of directors prior to the initial
business combination. Please also reconcile this disclosure with the disclosure on page
177 that "Holders of Class A ordinary shares and holders of Class B ordinary shares
will vote together as a single class on all matters submitted to a vote of our
shareholders except as required by law."
Our Company and Sponsor, page 2
4.We note disclosure beginning on page 38 regarding payments that may be made to
insiders, including your sponsor, officers, directors and their affiliates. Please revise
your compensation tables on page 4 and 129 to reference the potential payments that
may be made to your sponsor, its affiliates or promoters of any fees for their services
rendered prior to or in connection with the completion of the initial business
combination. Please also disclose the anti-dilution adjustment of the founder shares in
the table. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.
Anticipated expenses and funding sources, page 30
5.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K.
In this regard, we note your disclosures that you intend to target businesses with
enterprise values that are greater than you could acquire with the net proceeds of this
offering and the sale of the private placement units, as stated on page 65 and we note
the potential to conduct a PIPE transaction or issue notes or other debt securities in
connection with the initial business combination, as referenced on pages 62, 65, and
97.
Ability to extend time to complete initial business combination, page 31
6.Please disclose your plans if you do not consummate a de-SPAC transaction within 24
months, including whether you expect to extend the time period, whether there are
any limitations on the number of extensions, including the number of times, and the
consequences to the SPAC sponsor of not completing an extension of this time period.
See Item 1602(b)(4) of Regulation S-K.
Permissions and Approvals from Chinese Authorities, page 43
7.We note the disclosure that you believe you are not required to obtain permissions or
approvals from any PRC government authorities. Please revise to disclose whether
your officers and directors are required to obtain such permissions or approvals from
PRC government authorities to search for a target company.

February 27, 2025
Page 3
Dilution, page 45
8.We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
in connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so 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 units,
as stated on page 65 of your prospectus.
9.We note the narrative outside the table on page 46 states that for purposes of
presenting the maximum redemptions scenario, you have reduced your NTBV after
this offering by $150 million because holders of up to 100% of the public shares may
exercise their redemption rights. Please reconcile with the dilution table, which
reflects the limitation under your amended and restated memorandum and articles of
association that will prohibit redemptions in an amount that would cause your net
tangible assets, after payment of the deferred underwriting commissions, to be less
than $5,000,001. Similarly reconcile the Maximum Redemptions header on the
prospectus cover page.
Risk Factors, page 48
10.We note the disclosure on page 5 that in order to facilitate your initial business
combination your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement units 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 sponsors 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.
If we seek shareholder approval of our initial business combination ..., page 53
11.We note the disclosure in this risk factor that permitted purchases of public shares by
the sponsor, initial shareholders, directors, officers, advisors or their affiliates would
not be voted in favor of the initial business combination. Please reconcile with the
disclosure on page 34 that pursuant to the letter agreement, your sponsor, officers and
directors have agreed to vote any founder shares they hold and any public shares
purchased during or after this offering (including in open market and privately-
negotiated transactions) in favor of your initial business combination. Please disclose
how such purchases would comply with the requirements of Rule 14e-5 under the
Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and
Disclosure Interpretation 166.01 for guidance.
If we are deemed to be an investment company . . ., page 59
We note statements such as "[b]y restricting the investment of proceeds to these
instruments" you intend to avoid being deemed an investment company, and
that you do not believe your anticipated principal activities will subject you to the 12.

February 27, 2025
Page 4
Investment Company Act under the applicable laws and regulations. These statements
suggest that by investing funds in U.S. government securities or money market funds
meeting the conditions of Rule 2a-7 of the Investment Company Act, you will avoid
being deemed to be an investment company. Please revise to clarify that you may be
deemed to be an investment company at any time, notwithstanding your investment in
these securities. Please also confirm that if your facts and circumstances change over
time, you will update your disclosure to reflect how those changes impact the risk that
you may be considered to be operating as an unregistered investment company.
Our warrant agreement will designate the courts . . ., page 105
13.We note this provision applies to federal securities law claims. As the provision
applies to Securities Act claims, please also state that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.
In that regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.
Use of Proceeds, page 115
14.We note that you have included the cost for the office space, secretarial and
administrative services for only 12 months, although you have up to 24 months to
complete an initial business combination. With a view toward revised disclosure in
the table, please tell us why you have not included costs assuming you continue for a
24-month period and how you expect to cover those costs if not from proceeds held
outside the trust.
Capitalization, page 121
15.We note you disclose within the Class A ordinary share line caption 287,500 issued
and outstanding shares on an “as adjusted” basis, instead of the 475,000 shares to be
issued in connection with the private placement. Please revise.
Our Company and Sponsor, page 127
16.Please describe the general character of the Sponsor's business, as required by Item
1603(a)(2) of Regulation S-K.
            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 Howell at 202-551-3357
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Chris E. Centrich