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.
10.    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
 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