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United States securities and exchange commission logo





                              December 7, 2021

       Claudius Tsang
       Chief Executive Officer and Chairman
       SPAC III Acquisition Corp.
       2 Queens Road Central,
       Central
       Hong Kong

                                                        Re: SPAC III
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
10, 2021
                                                            CIK No. 0001890361

       Dear Mr. Tsang:

              We have conducted a limited review of your draft registration
statement. In our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              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 our comments apply 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 these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 filed November 10, 2021

       Cover page

   1.                                                   Provide a description
of how cash is expected to be transferred through your organization
                                                        and disclosure
regarding your intentions to distribute earnings or settle amounts owed
                                                        under VIE agreements.
State whether any transfers, dividends, or distributions have been
                                                        made to date.
       Prospectus Summary, page 1

   2.                                                   We note your disclosure
on page 47 that you believe you are not required to obtain any
                                                        licenses or approvals
to consummate the offering and while seeking a target for the initial
 Claudius Tsang
FirstName LastNameClaudius
SPAC III Acquisition Corp. Tsang
Comapany7,
December  NameSPAC
             2021      III Acquisition Corp.
December
Page 2    7, 2021 Page 2
FirstName LastName
         business combination. Please disclose the consequences to you and your
investors if you
         do not receive or maintain approvals, inadvertently conclude that such
approvals are not
         required, or applicable laws, regulations, or interpretations change
and you are required to
         obtain approval in the future.
3.       We note your disclosure regarding foreign exchange restrictions and
restrictions on cross
         boarder transfers starting on page 13. Please revise to also describe
any restrictions and
         limitations on your ability to settle amounts owed under the VIE
agreements.
Summary Risk Factors, page 38

4.       Please revise your summary risk factor section to add cross-references
to the more
         detailed discussion of any China related risks in the prospectus.
Risk Factors, page 48

5.       We note disclosure on page 47 that the PCAOB is currently able to
inspect your auditors,
         and that your auditor is currently registered with PCAOB. We also note
your risk factors
         on pages 14, 81 and 89 regarding PCAOB inspection and delisting of the
combined
         company's securities if you combine with a target based in China.
Please also disclose
         any material risks to the company and investors if it is determined
that the PCAOB is
         unable to inspect or investigate completely your auditor because of a
position taken by an
         authority in a foreign jurisdiction. For example, disclose the risk
that lack of inspection
         could cause trading in your securities to be prohibited under the
Holding Foreign
         Companies Accountable Act and as a result an exchange may determine to
delist your
         securities. Please also clarify that the United States Senate has
passed the
         Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of non-inspection years from three years to two,
thus reducing the
         time period before your securities may be prohibited from trading or
delisted.


6.       In your risk factor on page 103, please explain how the oversight by
the Cyberspace
         Administration of China could impact the process of searching for a
target and completing
         an initial business combination.
        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.

        We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for
acceleration.

       You may contact Patrick Costello at (202) 551-8742 or Pam Long at
202-551-3765 with
any questions.
 Claudius Tsang
SPAC III Acquisition Corp.
December 7, 2021
Page 3




                                          Sincerely,
FirstName LastNameClaudius Tsang
                                          Division of Corporation Finance
Comapany NameSPAC III Acquisition Corp.
                                          Office of Real Estate & Construction
December 7, 2021 Page 3
cc:       Giovanni Caruso
FirstName LastName
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