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                                                            June 5, 2025

Joseph Hernandez
Chief Executive Officer
Blue Water Acquisition Corp. III
15 E. Putnam Avenue
Suite 363
Greenwich, CT 06830

       Re: Blue Water Acquisition Corp. III
           Amendment No. 2 to Registration Statement on Form S-1
           Filed May 23, 2025
           File No. 333-285075
Dear Joseph Hernandez:

     We have reviewed your amended 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.

Amendment No. 2 to Registration Statement on Form S-1
Part II. Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules
Exhibit 5.2, page II-2

1.     We note that assumption 2.10 in Exhibit 5.2, assumes the due
authorization and
       execution of all documents. This assumption appears overly broad as it
relates to the
       company. Please have counsel revise the opinion as appropriate to
exclude the
       company from this assumption. Refer to Section II.B.3.a of Staff Legal
Bulletin No.
       19.
 June 5, 2025
Page 2

        Please contact William Demarest at 202-551-3432 or Jennifer Monick at
202-551-
3295 if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacie Gorman at 202-551-3585 or Pamela Long at
202-551-3765
with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Real Estate
& Construction
cc:   Andrei Sirabionian, Esq.
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