October 15, 2024

Howard W. Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022

        Re: Cantor Equity Partners III, Inc.
            Draft Registration Statement on Form S-1
            Submitted September 18, 2024
            CIK No. 0002034268
Dear Howard W. Lutnick:

        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 Submitted September 18, 2024
Cover Page

1.     Where you discuss conflicts of interest, please include additional
cross-references to
       the locations of related disclosures in the prospectus, such as in the
summary
       disclosure provided in response to Item 1602(b)(7).
Prospectus Summary, page 1

2.     Please revise the tables beginning on pages 10 and 105 to disclose the
lock-up
       agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.
Our Company, page 2

3.     Please expand your discussion of the manner in which you will identify
and evaluate
 October 15, 2024
Page 2

       potential business combination candidates to include disclosure of how
significant
       competition among other SPACs pursuing business combination transactions
may
       impact your ability to identify and evaluate a target company.
4.     We note that the Active Cantor SPACs are currently searching for
businesses in
       industries similar to the industries in which your search is focused,
and that your
       officers and directors may have conflicts of interest with respect to
the Active Cantor
       SPACs. Please revise to address how opportunities to acquire targets are
allocated
       among the Active Cantor SPACs and the company. Also continue to update
the status
       of the Active Cantor SPACs in amendments to the registration statement
prior to
       effectiveness.
Risks Relating to Cantor, our Sponsor and Management Team, page 57

5.     We note the disclosure on page 11 and elsewhere that in order to
facilitate your initial
       business combination or for any other reason determined by your sponsor
in its sole
       discretion, your sponsor may surrender or forfeit, transfer or exchange
your founder
       shares, private placement shares 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 sponsor 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.
Dilution, page 88

6.     We note that one of your calculation assumptions is that no ordinary
shares and
       convertible equity or debt securities are issued in connection with
additional financing
       for an initial business combination. Please expand your disclosure to
highlight that
       you may need to obtain such financing 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 shares,
       as stated on page 101 of your prospectus.
       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 Long at
202-551-3765
with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Stuart Neuhauser