SecProbe.io

CORRESP
 1
 filename1.htm

 December 9, 2025

 VIA EDGAR

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

 Re: ITHAX Acquisition Corp III
Registration Statement on Form S-1 (as amended)
File No. 333-291600

 Dear Ms. De Lorenzo:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-291600) of ITHAX Acquisition Corp III so that it may become effective at 4:00 p.m., Eastern Time, on December 11, 2025, or as soon
as possible thereafter.

 It would be appreciated if, as soon as the Registration Statement is
declared effective, you would so inform Ari Edelman at Edelman Legal Advisory PLLC, our external counsel, at (917) 797-5347.

 Sincerely,

 ITHAX ACQUISITION CORP III

 /s/ Orestes Fintiklis

 Name:
 Orestes Fintiklis

 Title:
 Chief Executive Officer

 cc: Ari
Edelman, Esq.

CORRESP
 1
 filename1.htm

 December 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

 Re: ITHAX Acquisition Corp III
Registration Statement on Form S-1 (as amended)
File No. 333-291600

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended (the "Act"), the undersigned hereby joins in the request of ITHAX Acquisition Corp. III that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. ET on December
11, 2025, or as soon as thereafter 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 may 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 and Exchange Act of 1934, as amended.

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 cc: Ari
Edelman, Esq.

CORRESP
 1
 filename1.htm

 ITHAX Acquisition Corp III
826 Collins Avenue, Suite 201
Miami, Florida 33139

 November 17, 2025

 U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Catherine De Lorenzo and Mary Beth Breslin

 Re: ITHAX Acquisition Corp III
Draft Registration Statement on Form S-1
Submitted August 21, 2025
CIK No. 0002080985

 Dear Ms. De Lorenzo and Ms. Breslin:

 On behalf of ITHAX Acquisition Corp III, a Cayman
Islands company (the " Company "), we hereby transmit the Company's response to the comment letter received from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "), on September 17,
2025, regarding the Draft Registration Statement on Form S-1 submitted to the Commission on August 21, 2025.

 For the Staff's convenience, we have repeated
below the Staff's comments in bold and have followed each comment with the Company's response.

 Principal Shareholders, page 152

 1. Please revise the table on page 152 to reflect the independent directors' beneficial ownership of your shares by means
of the indirect interest in founders' shares that they will receive as described on the cover page, page 10 and elsewhere,
or advise.

 In response to the Staff's comment, we have revised
the principal shareholders table to reflect the directors' indirect interest in founders' shares that they will receive.

 2. We note your disclosure on pages 27, 193 and elsewhere that Cantor Fitzgerald & Co. has committed to purchasing 1,333,333
private placement warrants at $1.50 per warrant for an aggregate purchase price of $2,000,000 and that this has been deemed underwriters'
compensation by FINRA pursuant to FINRA Rule 5110. Please revise your underwriter's compensation table to include the private placement
warrants. Refer to Item 508(e) of Regulation S-K.

 In response to the Staff's comment, we have revised
the underwriter's compensation table to include the private placement warrants.

 [signature page follows]

 We thank the Staff for its review of
the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ari Edelman, at ari@edelmanlegal.com
or by telephone at (845) 533-3435.

 Sincerely,

 By:
 /s/ Orestes Fintiklis

 Name:
 Orestes Fintiklis

 Title:
 Chief Executive Officer

 cc: Ari Edelman, Esq.

September 17, 2025
Orestes Fintiklis
Chief Executive Officer
ITHAX Acquisition Corp III
826 Collins Avenue, Suite 201
Miami, FL 33139
Re:ITHAX Acquisition Corp III
Draft Registration Statement on Form S-1
Submitted August 21, 2025
CIK No. 0002080985
Dear Orestes Fintiklis:
            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 and non-public draft submissions 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
Principal Shareholders, page 152
1.Please revise the table on page 152 to reflect the independent directors' beneficial
ownership of your shares by means of the indirect interest in founders' shares that they
will receive as described on the cover page, page 10 and elsewhere, or advise.
Underwriting, page 192
We note your disclosure on pages 27, 193 and elsewhere that Cantor Fitzgerald & Co.
has committed to purchasing 1,333,333 private placement warrants at $1.50 per
warrant for an aggregate purchase price of $2,000,000 and that this has been deemed
underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. Please revise
your underwriter's compensation table to include the private placement 2.

September 17, 2025
Page 2
warrants. Refer to Item 508(e) of Regulation S-K.
            Please contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Mary Beth Breslin at 202-
551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ari Edelman, Esq.