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                                                           February 6, 2025

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

        Re: Cantor Equity Partners III, Inc.
            Amendment No.1 to
            Draft Registration Statement on Form S-1
            Submitted January 23, 2025
            CIK No. 0002034268
Dear Brandon Lutnick:

     We have reviewed your amended draft offering statement and have the
following
comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft offering statement or publicly filing your offering
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
any amendment to your draft offering statement or filed offering 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
October 15,
2024 letter.

Draft Registration Statement on Form S-1 submitted January 23, 2025
Cover page

1.     We note disclosures on page 92 and elsewhere that if you increase or
decrease the size
       of the offering, you will effect a share dividend, contribution back to
capital or
       other mechanism with respect to your Class B shares in such amount so
that the
       founder shares will continue to represent 20% of your issued and
outstanding ordinary
       shares upon consummation of the offering. Please discuss these
provisions on the
       cover page and in the discussions of securities that may become issuable
to
       the sponsor in the sections entitled "Sponsor Information" on pages 9
and 108.
 February 6, 2025
Page 2

Sources of Target Businesses, page 114

2.     Please revise disclosure in the first full paragraph on page 115 to
clarify, if true, that
       no one acting on your behalf has engaged in discussions with any of the
prospective
       target businesses that any of the Active Cantor SPACs or any of the
Prior Cantor
       SPACs had considered, consistent with disclosure on your prospectus
cover page.
       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
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