SecProbe.io

CORRESP
 1
 filename1.htm

 HCM III Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 VIA EDGAR

 July 30, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee
Wilson Lee
Stacie Gorman
David Link

 Re:
 HCM III Acquisition Corp.

 Registration Statement on Form S-1/A

 Filed on July 23, 2025

 File No. 333-287841

 Ladies and Gentlemen:

 HCM III Acquisition Corp.
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the oral comment received from the staff (the " Staff ", " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission ") by telephone, on July 28, 2025, regarding the Registration
Statement on Form S-1/A (the " Registration Statement ") filed with the Commission on July 23, 2025.

 In response to the Staff's
comment, the Company is filing via Edgar a revised Registration Statement simultaneously with the submission of this response letter,
which revises Exhibit 5.2 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, Kevin E. Manz,
Esq. at 212-556-2133 or kmanz@kslaw.com.

 Sincerely,

 By:
 /s/ Shawn Matthews

 Name:
 Shawn Matthews

 Title:
 Chief Executive Officer and Chairman

 cc:

CORRESP
 1
 filename1.htm

 July 30, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee

 Wilson Lee

 Stacie Gorman

 David Link

 Re:
 HCM III Acquisition Corp.

 Registration Statement on Form S-1

 Filed June 6, 2025, as amended

 File No. 333-287841

 Dear Eric McPhee, Wilson Lee, Stacie Gorman, and David Link:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of HCM III Acquisition Corp.
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:45 p.m.
Eastern Time on July 31, 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, Investment Banking

CORRESP
 1
 filename1.htm

 July 30, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee
Wilson Lee
Stacie Gorman
David Link

 Re: Acceleration Request of HCM III Acquisition Corp

 Registration Statement on Form
S-1 (	File No. 333-287841)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, HCM III Acquisition Corp (the "Company"), hereby requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 4:45 p.m., Eastern time, on July 31, 2025, or as soon
thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
King & Spalding LLP, by calling Kevin Manz at (516) 225-7059.

 * * * *

 Thank you for your assistance in this matter.

 Very truly yours,

 /s/ Steven Bischoff

 Steven Bischoff

 Chief Financial Officer

 cc:	Stuart Neuhauser, Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 HCM III Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 VIA EDGAR

 July 23, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee
Wilson Lee
Stacie Gorman
David Link

 Re:
 HCM III Acquisition Corp.

 Registration Statement on Form S-1/A

 Filed on July 11, 2025

 File No. 333-287841

 Ladies and Gentlemen:

 HCM III Acquisition Corp.
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the comment letter received from the staff (the " Staff ", " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission "), dated July 22, 2025, regarding the Registration
Statement on Form S-1/A (the " Registration Statement ") filed with the Commission on July 11, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is filing via Edgar a revised Registration Statement simultaneously with the submission of
this response letter.

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

 Cover Page

 1.

 We note your response to prior comment 1.
 Please revise your disclosure in paragraph 7 to clarify that the cashless exercise of the private warrants may result in material
 dilution to your public stockholders. Please refer to Item 1602(a)(3) of Regulation SK.

 Response: We acknowledge the
Staff's comment and have revised the cover page to address the Staff's comment.

 Exhibits

 2.
 Please revise Exhibit 5.1 to cover the full number of units, ordinary shares and warrants being registered in this offering. In this regard we note the opinion references up to 23.5 million units, including the overallotment. The cover page reflects 22 million units and up to 3.3 million to cover overallotments, for a total of 25.3 million units. Please also revise to remove the assumption that "all such documents have been duly authorized by all requisite action, corporate or other" or explain.

 Response: We acknowledge the Staff's
comment and have revised Exhibit 5.1 to address the Staff's comment.

 3.
 Please revise Exhibit 5.2 to also include the ordinary shares underlying the warrants, which are being registered in this offering. Please also remove assumptions 2.10 and 2.12, which appear to be facts readily ascertainable and appear to assume away part of the opinion. Please also remove from the Director's Certificate, attached to the legality opinion, certifications 3 and 4, as such certifications appear to go to the underlying opinion.

 Response: We acknowledge the Staff's
comment and have revised Exhibit 5.2 to address the Staff's comment.

 General

 4.
 Please provide an updated auditors' consent within your next filing.

 Response: We acknowledge the Staff's
comment and have uploaded an updated auditor's consent to address the Staff's comment.

 2

 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, Kevin E. Manz,
Esq. at 212-556-2133 or kmanz@kslaw.com.

 Sincerely,

 By:
 /s/ Shawn Matthews

 Name:
 Shawn Matthews

 Title:
 Chief Executive Officer and Chairman

 cc:

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

Shawn Matthews
Chief Executive Officer
HCM III Acquisition Corp.
100 First Stamford Place, Suite 330
Stamford, CT 06902

 Re: HCM III Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-287841
Dear Shawn Matthews:

 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 3,
2025, letter.

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

1. We note your response to prior comment 1. Please revise your disclosure
in paragraph
 7 to clarify that the cashless exercise of the private warrants may
result in material
 dilution to your public stockholders. Please refer to Item 1602(a)(3) of
Regulation S-
 K.
Exhibits

2. Please revise Exhibit 5.1 to cover the full number of units, ordinary
shares and
 warrants being registered in this offering. In this regard we note the
opinion references
 up to 23.5 million units, including the overallotment. The cover page
reflects 22
 million units and up to 3.3 million to cover overallotments, for a total
of 25.3 million
 July 22, 2025
Page 2

 units. Please also revise to remove the assumption that "all such
documents have been
 duly authorized by all requisite action, corporate or other" or explain.
3. Please revise Exhibit 5.2 to also include the ordinary shares underlying
the warrants,
 which are being registered in this offering. Please also remove
assumptions 2.10 and
 2.12, which appear to be facts readily ascertainable and appear to
assume away part of
 the opinion. Please also remove from the Director's Certificate,
attached to the legality
 opinion, certifications 3 and 4, as such certifications appear to go to
the underlying
 opinion.
General

4. Please provide an updated auditors' consent within your next filing.
 Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Kevin E. Manz, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 HCM III Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 VIA EDGAR

 July 11, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee
 Wilson Lee
 Stacie Gorman
 David Link

 Re:
 HCM III Acquisition Corp.

 Registration Statement on Form S-1

 Filed on June 6, 2025

 File No. 333-287841

 Ladies and Gentlemen:

 HCM III Acquisition Corp.
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the comment letter received from the staff (the " Staff ", " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission "), dated July 3, 2025, regarding the Registration Statement
on Form S-1 (the " Registration Statement ") filed with the Commission on June 6, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is filing via Edgar a revised Registration Statement simultaneously with the submission of
this response letter.

 Draft Registration Statement on Form S-1

 Cover Page

 1.
 We note your disclosure that you may pay finder's fees, advisory fees, consulting fees, success fees or salaries to your sponsor, officers, directors or their affiliates. On page 36 and elsewhere, you refer to this fee only being paid to independent directors. Please revise your disclosure, as appropriate, to address this discrepancy. Further, we note your disclosure in paragraph 7 with respect to how the anti-dilution adjustment may result in material dilution. Please also address whether the exercise of the private warrants on a cashless basis may result in a material dilution of the purchasers' equity interests. Additionally, we note on page 9 you refer to shares being adjusted so that "the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon the completion of this offering, ...." However, on the cover page and elsewhere, you indicate that the holders of Class B shares will hold a 25% interest upon conversion. Please revise your disclosure to address this discrepancy. Please also revise your disclosure on your cover page and pages 9 and 113 as appropriate. Please refer to Items 1602(a)(3) of Regulation S-K, 1602(b)(6), and 1603 (a)(6) of Regulation S-K.

 Response: We acknowledge the Staff's
comment and have revised the prospectus on the cover and on pages 9, 36 and 158 to address the Staff's comment.

 2.
 We note your disclosure on page 26 that you may withdraw interest for the payment of taxes. We also note your disclosure on page 89 regarding the risk that a U.S. federal excise tax could be imposed on you if your business combination involves a company organized in the United States. Please clarify whether you may withdraw interest for the payment of the U.S. federal excise tax if it were imposed.

 Response: We acknowledge the Staff's
comment and have revised the disclosure throughout the prospectus to clarify that the Company many not withdraw interest from the trust
account for the payment of excise taxes.

 Our Management Team, page 3

 3.
 Please revise to delete your duplicate disclosures in this section.

 Response: We acknowledge the Staff's
comment and have revised the prospectus on page 4 as well as on page 110 to address the Staff's comment.

 Trading commencement and separation... , page
14

 4.
 We note your statement that "Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant." We also note that each unit contains on-third of one warrant. Please revise as appropriate.

 Response: We acknowledge the Staff's
comment and have revised the prospectus on page 14 as well as on page 159 to address the Staff's comment.

 Founders Shares, page 18

 5.
 We note disclosure on page 19, and elsewhere in the filing, that "if the non-managing sponsor investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than other public shareholders in approving our initial business combination.…" Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and their placement warrants.

 Response: We acknowledge the Staff's
comment and have revised the prospectus on pages 19, 21, 31, 125, 129, 150, 153, and 193 to address the Staff's comment.

 2

 Q. Conflict of Interest, page 37

 6.
 We note your disclosure on page 37 that your "sponsor, officers, or directors may sponsor or form other special purpose acquisition companies similar to [yours] or may pursue other business or investment ventures during the period in which [you] are seeking an initial business combination." Please clarify how opportunities to acquire targets will be allocated among SPACs. Please make similar revisions to your disclosure on page 146. Please refer to Items 1602(b)(7) and 1603(b) of Regulation SK.

 Response: We acknowledge the Staff's
comment and have revised the prospectus on pages 8, 38, 77, 113, 118 and 148 to address the Staff's comment.

 Proposed Business

 Our Management Team, page 108

 7.
 Please ensure that you disclose each SPAC with which your sponsor, officers and directors have had experience in organizing. For each prior SPAC, please disclose any extensions of the time to complete the transaction and the level of redemptions in connection therewith, and information concerning any completed business combinations, including the financing needed for the transactions and the level of redemptions. See Item 1603(a)(3) of Regulation S-K. Please also revise your disclosure on page 140 in accordance with Item 401 of Regulation S-K, as appropriate.

 Response: We acknowledge the Staff's
comment and have revised the prospectus on pages 109, 110 and 143 to address the Staff's comment.

 Sponsor Information, page 112

 8.
 Please revise to specifically identify all of the persons who have a direct or indirect material interest in the SPAC sponsor, as well as the nature and amount of their interests, as required by Item 1603(a)(7) of Regulation S-K. Please also revise your disclosure on page 143 to discuss the membership interests in the sponsor that your independent directors will receive for their services as a director. See Item 402(r)(3) of Regulation S-K.

 Response: We
acknowledge the Staff's comment and have revised the prospectus on pages 114 and 117, to address the Staff's comment

 3

 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, Kevin E. Manz,
Esq. at 212-556-2133 or kmanz@kslaw.com.

 Sincerely,

 By:
 /s/ Shawn Matthews

 Name:
 Shawn Matthews

 Title:
 Chief Executive Officer and Chairman

 cc:

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 3, 2025

Shawn Matthews
Chief Executive Officer
HCM III ACQUISITION CORP.
100 First Stamford Place, Suite 330
Stamford, CT 06902

 Re: HCM III ACQUISITION CORP.
 Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287841
Dear Shawn Matthews:

 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 that you may pay finder's fees, advisory fees,
consulting fees,
 success fees or salaries to your sponsor, officers, directors or their
affiliates. On page
 36 and elsewhere, you refer to this fee only being paid to independent
directors.
 Please revise your disclosure, as appropriate, to address this
discrepancy. Further, we
 note your disclosure in paragraph 7 with respect to how the
anti-dilution adjustment
 may result in material dilution. Please also address whether the
exercise of the private
 warrants on a cashless basis may result in a material dilution of the
purchasers' equity
 interests. Additionally, we note on page 9 you refer to shares being
adjusted so that
 "the number of Class A ordinary shares issuable upon conversion of all
Class B
 ordinary shares will equal, in the aggregate, 20% of the sum of all
ordinary shares
 issued and outstanding upon the completion of this offering, ...."
However, on the
 cover page and elsewhere, you indicate that the holders of Class B
shares will hold a
 July 3, 2025
Page 2

 25% interest upon conversion. Please revise your disclosure to address
this
 discrepancy. Please also revise your disclosure on your cover page and
pages 9 and
 113 as appropriate. Please refer to Items 1602(a)(3) of Regulation S-K,
1602(b)(6),
 and 1603 (a)(6) of Regulation S-K.
2. We note your disclosure on page 26 that you may withdraw interest for
the payment
 of taxes. We also note your disclosure on page 89 regarding the risk
that a U.S.
 federal excise tax could be imposed on you if your business combination
involves a
 company organized in the United States. Please clarify whether you may
withdraw
 interest for the payment of the U.S. federal excise tax if it were
imposed.
Our Management Team, page 3

3. Please revise to delete your duplicate disclosures in this section.
Trading commencement and separation... , page 14

4. We note your statement that Accordingly, unless you purchase at least
two units, you
 will not be able to receive or trade a whole warrant. We also note
that each unit
 contains on-third of one warrant. Please revise as appropriate.
Founder shares, page 18

5. We note disclosure on page 19, and elsewhere in the filing, that "if the
non-managing
 sponsor investors purchase all of the units for which they have
expressed to us an
 interest in purchasing or otherwise hold a substantial number of our
units, then the
 non-managing sponsor investors will potentially have different interests
than other
 public shareholders in approving our initial business combination. "
Please revise to
 clarify that regardless of the number of units they purchase,
non-managing sponsor
 investors will have different interests than other public shareholders
in that they will
 be incentivized to vote for a business combination due to their indirect
interest in
 founder shares and their placement warrants.
Conflicts of Interest, page 37

6. We note your disclosure on page 37 that your "sponsor, officers, or
directors may
 sponsor or form other special purpose acquisition companies similar to
[yours] or may
 pursue other business or investment ventures during the period in which
[you] are
 seeking an initial business combination." Please clarify how
opportunities to acquire
 targets will be allocated among SPACs. Please make similar revisions to
your
 disclosure on page 146. Please refer to Items 1602(b)(7) and 1603(b) of
Regulation S-
 K.
Proposed Business
Our Management Team, page 108

7. Please ensure that you disclose each SPAC with which your sponsor,
officers and
 directors have had experience in organizing. For each prior SPAC, please
disclose any
 extensions of the time to complete the transaction and the level of
redemptions in
 connection therewith, and information concerning any completed business
 combinations, including the financing needed for the transactions and
the level of
 redemptions. See Item 1603(a)(3) of Regulation S-K. Please also revise
your
 July 3, 2025
Page 3

 disclosure on page 140 in accordance with Item 401 of Regulation S-K, as
 appropriate.
Sponsor Information, page 112

8. Please revise to specifically identify all of the persons who have a
direct or indirect
 material interest in the SPAC sponsor, as well as the nature and amount
of their
 interests, as required by Item 1603(a)(7) of Regulation S-K. Please also
revise your
 disclosure on page 143 to discuss the membership interests in the
sponsor that your
 independent directors will receive for their services as a director. See
Item 402(r)(3)
 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 Wilson Lee at 202-551-3468
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Kevin E. Manz, Esq.
</TEXT>
</DOCUMENT>