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 lakeshore_corresp.htm April 25, 2025 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Lakeshore Acquisition III Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-286395) (the “Registration Statement”) 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”), A.G.P./ Alliance Global Partners, as the representative of the underwriters of the offering, hereby join 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 on April 29, 2025 at 4:30 p.m., Eastern time, or as soon thereafter as 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 April 25, 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 April 23, 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. [ Signature Page Follows ] 1 A.G.P./ALLIANCE GLOBAL PARTNERS as Representative of the several Underwriters By: /s/ Thomas J. Higgins Name: Thomas J. Higgins Title: Managing Director 2

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 lakeshore_corresp.htm Lakeshore Acquisition III Corp. 667 Madison Avenue, New York, NY 10065 April 25, 2025 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Technology U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Lakeshore Acquisition III Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-286395) (the “Registration Statement”) Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. on April 29, 2025, or as soon thereafter as practicable. Very truly yours, Lakeshore Acquisition III Corp. By: /s/ Bill Chen Name: Bill Chen Title: Chief Executive Officer

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 lakeshore_corresp.htm Via Edgar April 23, 2025 Aliya Ishmukhamedova and Jeff Kauten U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lakeshore Acquisition III Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed April 18, 2025 File No. 333-286395 Dear Ms. Ishmukhamedova and Mr. Kauten: On behalf of our client, Lakeshore Acquisition III Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated April 22, 2025 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”). For ease of reference, the comments contained in the Staff’s Letter are reproduced below and are followed by the Company’s response. All page references in the response set forth below refer to the page numbers in the Amended Registration Statement. Amendment No. 1 to Registration Statement on Form S-1 Dilution, page 76 1. We note your revised disclosure and response to prior comment 1. However, you continue to include disclosure in the introductory paragraph that appears to be inconsistent with your calculation which contemplates the dilutive impact of the conversion of public and private rights. Specifically, you disclose that "[s]uch calculation does not reflect any dilution associated with the sale and conversion of rights" and that "(iv) no value is attributed to the rights." Please revise. Response : The disclosure on page 76 of the Amended Registration Statement has been revised in response to the Staff’s comments. Description of Securities Rights, page 127 2. We note you removed disclosure here regarding what happens if you are not the surviving entity in an initial business combination, including the fact that holders of rights will automatically receive one-sixth of one ordinary share only when you are the surviving entity. However, we note this information is still included on page 12 in the Terms of Rights disclosure. Please revise to ensure these disclosures are consistent. Response : The disclosure on page 12 of the Amended Registration Statement has been revised in response to the Staff’s comments. Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you. Sincerely, /s/ Giovanni Caruso Giovanni Caruso Partner

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 April 22, 2025

Bill Chen
Chief Executive Officer
Lakeshore Acquisition III Corp.
667 Madison Avenue
New York, NY 10065

 Re: Lakeshore Acquisition III Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 18, 2025
 File No. 333-286395
Dear Bill Chen:

 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 April 11,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Dilution, page 76

1. We note your revised disclosure and response to prior comment 1.
However, you
 continue to include disclosure in the introductory paragraph that
appears to be
 inconsistent with your calculation which contemplates the dilutive
impact of the
 conversion of public and private rights. Specifically, you disclose that
"[s]uch
 calculation does not reflect any dilution associated with the sale and
conversion of
 rights" and that "(iv) no value is attributed to the rights." Please
revise.
 April 22, 2025
Page 2
Description of Securities
Rights, page 127

2. We note you removed disclosure here regarding what happens if you are
not the
 surviving entity in an initial business combination, including the fact
that holders of
 rights will automatically receive one-sixth of one ordinary share only
when you are
 the surviving entity. However, we note this information is still
included on page 12 in
 the Terms of Rights disclosure. Please revise to ensure these
disclosures are
 consistent.

 Please contact Brittany Ebbertt at 202-551-3572 or Chris Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at
202-551-
3447 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Giovanni Caruso, Esq.
</TEXT>
</DOCUMENT>

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 lakeshore_corresp.htm Via Edgar April 18, 2025 Aliya Ishmukhamedova and Jeff Kauten U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lakeshore Acquisition III Corp. Registration Statement on Form S-1 Filed April 4, 2025 File No. 333-286395 Dear Ms. Ishmukhamedova and Mr. Kauten: On behalf of our client, Lakeshore Acquisition III Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated April 11, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”). For ease of reference, the comments contained in the Staff’s Letter are reproduced below and are followed by the Company’s response. All page references in the response set forth below refer to the page numbers in the Amended Registration Statement. Registration Statement on Form S-1 Dilution, page 76 1. We note your disclosure in the introductory language here, and elsewhere in the filing, that no value has been attributed to the rights and that the calculation does not reflect any dilution associated with the conversion of rights. This disclosure does not appear to be consistent with your calculation, which appears to contemplate the dilutive impact of the conversion of the public and private rights. Please revise. Response : The disclosure on page 76 of the Amended Registration Statement has been revised in response to the Staff’s comments. Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you. Sincerely, /s/ Giovanni Caruso Giovanni Caruso Partner

<DOCUMENT>
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<TEXT>
 April 11, 2025

Bill Chen
Chief Executive Officer
Lakeshore Acquisition III Corp.
667 Madison Avenue,
New York, NY 10065

 Re: Lakeshore Acquisition III Corp.
 Registration Statement on Form S-1
 Filed April 4, 2025
 File No. 333-286395
Dear Bill Chen:

 We have reviewed your 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 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
Dilution, page 76

1. We note your disclosure in the introductory language here, and elsewhere
in the filing,
 that no value has been attributed to the rights and that the calculation
does not reflect
 any dilution associated with the conversion of rights. This disclosure
does not appear
 to be consistent with your calculation, which appears to contemplate the
dilutive
 impact of the conversion of the public and private rights. Please
revise.
 April 11, 2025
Page 2

 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 Brittany Ebbertt at 202-551-3572 or Chris Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at
202-551-
3447 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Giovanni Caruso, Esq.
</TEXT>
</DOCUMENT>

February 11, 2025
Bill Chen
Chief Executive Officer
Lakeshore Acquisition III Corp.
667 Madison Avenue,
New York, NY 10065
Re:Lakeshore Acquisition III Corp.
Draft Registration Statement on Form S-1
Submitted January 15, 2025
CIK No. 0002049248
Dear Bill Chen:
            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
Facing Page
1.Please revise to provide the address of your agent for service as this is a requirement
of Form S-1.
Cover Page
2.Please disclose whether the closing of this offering is contingent upon Nasdaq
approval of your listing application.
3.We note the definition of founder shares here, and that you also refer to insider
shares elsewhere in the prospectus. Please clarify whether the founder shares and the
insider shares are the same shares or otherwise define the term insider shares.

February 11, 2025
Page 2
Summary
Our Acquisition Process, page 5
4.Please disclose that your ability to identify and evaluate a target company may be
impacted by significant competition among other SPACs in pursuing a business
combination transaction candidate and that significant competition may impact the
attractiveness of the acquisition terms that the SPAC will be able to negotiate. In this
regard, we note your disclosure on page 36 that you expect to encounter intense
competition from other entities having a business objective similar to yours.
Summary Financial Data, page 31
5.We note that Note (3) refers to using actual shareholder's equity of $10,876 plus the
$61 million in net proceeds from this offering. Revise to explain how shareholder's
equity was factored into this calculation or otherwise revise to remove this reference.
Risk Factors, page 32
6.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to
the combined company following a de-SPAC transaction. Also describe, if applicable,
the risk that if existing SPAC investors elect to redeem their shares such that
their redemptions would subject the SPAC to the stock buyback excise tax, the
remaining shareholders that did not elect to redeem may economically bear the impact
of the excise tax.
We may issue additional shares..., page 50
7.We note your disclosure that you may issue additional shares to complete an initial
business combination. Please disclose that these arrangements may result in costs
particular to the de-SPAC process that would not be anticipated in a traditional IPO. If
true, disclose that such arrangements are intended to ensure a return on investment to
the investor in return for funds facilitating the sponsor’s completion of the business
combination or providing sufficient liquidity.
Dilution, page 79
8.Please explain why actual net tangible book value (NTBV) per share before this
offering differs in your two assumptions presented on page 80. In this regard, actual
NTBV should be based on information as of December 31, 2024, and exclude any
effect from this offering.
9.Please revise to include the respective cross-references within your tables that
correspond to the narrative footnotes (1), (2) and (3) to the tables disclosed on page
81.
We note your disclosure on page F-8 that pursuant to the Articles of Association the
Company will proceed with a business combination only if you have net tangible
assets of at least $5,000,001 upon consummation of the business combination. Please
tell us how you considered this requirement when determining your maximum 10.

February 11, 2025
Page 3
redemption scenario.
11.Please amend your prospectus to provide outside of your dilution tables each material
potential source of future dilution following your registered offering, including
sources not included in the table with respect to the determination of net tangible book
value per share, as adjusted. By way of example, we note that up to $1 million of
loans made by your sponsor, officers and directors, or affiliates to or in connection
with your initial business combination may be convertible into units at a price of
$10.00 per unit at the option of the lender. Refer to Item 1602(c) of Regulation S-K.
Capitalization, page 82
12.Please explain why as adjusted additional paid in capital is zero or otherwise revise.
Additionally, please tell us how you calculated the as adjusted accumulated deficit
amount and revise to include a note to the table that addresses what is included in this
balance. As applicable, ensure your pro forma information on page 31 agrees to the
information here.
Management
Prior Experience with Blank Check Companies, page 114
13.Please expand your disclosure to identify for each SPAC any extensions and
redemption levels in connection with such extension and/or business combination.
Refer to Item 1603(a)(3) of Regulation S-K.
            Please contact Brittany Ebbertt at 202-551-3572 or Chris Dietz at 202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551-
3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology