SecProbe.io

CORRESP
 1
 filename1.htm

 April 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Inflection Point Acquisition Corp. III

 Registration Statement on Form S-1

 File No. 333-283427

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned, as representative of the underwriters
for the proposed public offering of units of Inflection Point Acquisition Corp. III (the "Company") pursuant to the above-referenced
Registration Statement, hereby joins in the request of the Company for acceleration of the effective date of the above-referenced Registration
Statement so that it becomes effective at 4:00 p.m., Eastern Time, on Thursday, April 24, 2025, or as soon as possible thereafter.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act, the undersigned advises you that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced proposed offering.

 [Signature Page Follows]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 [Signature Page to Acceleration Request Letter]

CORRESP
 1
 filename1.htm

 Inflection Point Acquisition Corp. III

 167 Madison Avenue Suite 205 #1017

 New York, New York 10016

 April 22, 2025

 VIA EDGAR

 Ruairi Regan

 David Link

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 Inflection Point Acquisition Corp. III

 Registration Statement on Form S-1

 Filed November 25, 2024, as amended

 File No. 333-283427

 Dear Mr. Regan and Mr. Link:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Inflection Point Acquisition Corp. III respectfully requests
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 April 24, 2025, or as soon thereafter as practicable.

 Please call Joel Rubinstein
of White & Case LLP at (212) 819-7642 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Michael Blitzer

 Name:
 Michael Blitzer

 Title:
 Chairman and Chief Executive Officer

 cc: Joel Rubinstein, White & Case LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 April 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction

 100 F Street NE
Washington, D.C. 20549

 Attn: Ruairi Regan David Link

 Re: Inflection Point Acquisition Corp. III Amendment No. 2 to Registration Statement on Form S-1 Filed April 8, 2025 File No. 333-283427

 Ladies and Gentlemen:

 On behalf of our client,
Inflection Point Acquisition Corp. III, a Cayman Islands exempted company (the " Company "), we are writing to submit
the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and
Exchange Commission (the " Staff ") with respect to the above-referenced Amendment No. 2 to Registration Statement on
Form S-1 filed on April 8, 2025, contained in the Staff's letter dated April 14, 2025 (the " Comment Letter ").

 The Company has filed via
EDGAR its third amended registration statement on Form S-1 (" Amendment No. 3 "), which reflects the Company's
responses to the comment received by the Staff and certain updated information. For ease of reference, the 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 page numbers in Amendment No. 3.

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

 Dilution, page 95

 1. It
appears the PIPE transaction could be a material potential source of future dilution; as such, please expand your narrative disclosure
to describe the PIPE transaction, or advise. Reference is made to Item 1602(c) of Regulation S-K.

 Response : In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 10-11, 22, 34-35, 44-45,
61-63, 96, 101, 113-115 and 121-122 of Amendment No. 3.

 * * *

 United States Securities and Exchange Commission

 April 16, 2025

 Please do not hesitate to contact Joel Rubinstein of White & Case LLP at (212) 819-7642 with any questions or comments regarding this
letter.

 Sincerely,

 /s/ White & Case LLP

 White & Case LLP

 cc: Michael Blitzer, Inflection Point Acquisition Corp. III

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

Michael Blitzer
Chief Executive Officer
Inflection Point Acquisition Corp. III
167 Madison Avenue Suite 205 #1017
New York, NY 10016

 Re: Inflection Point Acquisition Corp. III
 Amendment No. 2 to Registration Statement on Form S-1
 Filed April 8, 2025
 File No. 333-283427
Dear Michael Blitzer:

 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 our 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
Dilution, page 95

1. It appears the PIPE transaction could be a material potential source of
future
 dilution; as such, please expand your narrative disclosure to describe
the PIPE
 transaction, or advise. Reference is made to Item 1602(c) of Regulation
S-K.

 Please contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
 April 14, 2025
Page 2

matters. Please contact Ruairi Regan at 202-551-3269 or David Link at
202-551-3356 with
any other questions.

 Sincerely,

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

CORRESP
1
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  January 15, 2025

      VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street NE

Washington, D.C. 20549

  White & Case llp

  1221 Avenue of the Americas

  New York, NY 10020-1095

  T +1 212 819 8200

  whitecase.com

 Attn: Ruairi Regan

David Link

 Re: Inflection Point Acquisition Corp. III

Registration Statement on Form S-1

Filed November 25, 2024

File No. 333-283427

Ladies and Gentlemen:

On behalf of our client, Inflection
Point Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) with respect to the above-referenced registration statement on Form S-1 filed on November 25, 2024 (the
“Registration Statement”), contained in the Staff’s letter dated December 20, 2024 (the “Comment Letter”).

The Company has filed via
EDGAR its first amended registration statement on Form S-1 (“Amendment No. 1”), which reflects the Company’s
responses to the comments received by the Staff and certain 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 page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in
the Registration Statement.

Registration Statement filed November 25, 2024

Cover Page

 1. Please revise to indicate the amount of interest that may be released from the trust account to fund
your working capital requirements.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on the cover page of Amendment No. 1.

United States Securities and exchange Commission

 January 15, 2025

Compensation of Sponsor, page 8

 2. Please revise the table in this section and on page 109 to disclose clearly as compensation the antidilution
adjustment of the founder shares to maintain your initial shareholders’ ownership at 25% if you increase the size
of the offering as referenced on page 149. Also, describe the extent to which these items of compensation and/or securities issuances
may result in a material dilution of the purchasers’ equity interests.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 9-10 and 109 of Amendment No. 1.

If we are deemed to be an Investment Company…,
page 54

 3. Please expand your disclosure in this section to include disclosure with respect to the consequences
to investors if you are required to wind down your operations as a result of investment company status, to include the loss of any
rights, which would expire worthless. Also, please 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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 55-56 of Amendment No. 1. The Company also confirms that if its
facts and circumstances change over time, it will update its disclosure to reflect how those changes impact the risk that it may be considered
to be operating as an unregistered investment company.

Our Sponsor, page 108

 4. We note numerous exceptions to the transfer restrictions in the table on page 110. Please add risk
factor disclosure about risks that may arise from the sponsor having the ability to remove itself as your sponsor before identifying a
business combination, including through the ability to transfer the founder shares or otherwise. Address the consequences of such removal
to the company’s ability to consummate an initial business combination, including that any replacement sponsor could have difficulty finding
a target.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 13, 84-85, 114 and 171 of Amendment No. 1.

 5. We note the disclosure on page 108 that each member of your management team owns, or will own,
directly or indirectly, interests in your sponsor. Please revise to discuss the membership interests in the sponsor that each member
of your management team will receive for their services to you. See Item 402(r)(3) of Regulation S-K.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 8 and 109 of Amendment No. 1.

 6. Please disclose whether the interests in the sponsor, Inflection Point Fund I, LP or
Inflection Point GP I LLC may be transferred to third parties. Please add risk factor disclosure, as applicable.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 13, 84-85, 114 and 171 of Amendment No. 1.

* * *

    2

United States Securities and exchange Commission

 January 15, 2025

Please do not hesitate to
contact Joel Rubinstein of White & Case LLP at (212) 819-7642 with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

cc: Michael Blitzer, Inflection Point Acquisition Corp. III

3

December 20, 2024
Michael Blitzer
Chief Executive Officer
Inflection Point Acquisition Corp. III
167 Madison Avenue Suite 205 #1017
New York, NY 10016
Re:Inflection Point Acquisition Corp. III
Registration Statement on Form S-1
Filed November 25, 2024
File No. 333-283427
Dear Michael Blitzer:
            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.Please revise to indicate the amount of interest that may be released from the trust
account to fund your working capital requirements.
Compensation of Sponsor, page 8
2.Please revise the table in this section and on page 109 to disclose clearly as
compensation the antidilution adjustment of the founder shares to maintain your initial
shareholders’ ownership at 25% if you increase the size of the offering as referenced
on page 149. Also, describe the extent to which these items of compensation and/or
securities issuances may result in a material dilution of the purchasers’ equity
interests.

December 20, 2024
Page 2
If we are deemed to be an Investment Company, page 54
3.Please expand your disclosure in this section to include disclosure with respect to the
consequences to investors if you are required to wind down your operations as a result
of investment company status, to include the loss of any rights, which would expire
worthless. Also, please 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 Sponsor, page 108
4.We note numerous exceptions to the transfer restrictions in the table on page 110.
Please add risk factor disclosure about risks that may arise from the sponsor having
the ability to remove itself as your sponsor before identifying a business combination,
including through the ability to transfer the founder shares or otherwise. Address the
consequences of such removal to the company's ability to consummate an initial
business combination, including that any replacement sponsor could have difficulty
finding a target.
5.We note the disclosure on page 108 that each member of your management team
owns, or will own, directly or indirectly, interests in your sponsor. Please revise to
discuss the membership interests in the sponsor that each member of your
management team will receive for their services to you. See Item 402(r)(3) of
Regulation S-K.
6.Please disclose whether the interests in the sponsor, Inflection Point Fund I, LP or
Inflection Point GP I LLC may be transferred to third parties. Please add risk factor
disclosure, as applicable.
            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 Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Russell Deutsch