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                                                            August 11, 2025

Shibin Wang
Chief Executive Officer
Chenghe Acquisition III Co.
38 Beach Road #29-11
South Beach Tower, Singapore, 189767

       Re: Chenghe Acquisition III Co.
           Amendment No.1 to Registration Statement on Form S-1
           Filed July 28, 2025
           File No. 333-288524
Dear Shibin Wang:

     We have reviewed your amended registration statement and have the
following
comments.

        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. Unless
we note
otherwise, any references to prior comments are to comments in our July 14,
2025 letter.

Amendment No.1 to Registration Statement on Form S-1 filed July 28, 2025
Exhibits

1.     We note the statement in Exhibit 5.2 that the opinion relates to the
"proposed
       underwritten public offering of up to 11,000,000 units of the Company
(the    Units   )
       (which includes up to 1,650,000 Units that may be issued and sold
pursuant to the
       exercise of an over-allotment option described in the Registration
Statement)." Please
       reconcile with the registration statement, which reflects the
over-allotment of 1.65
       million units as being in addition to the 11 million units. Please also
revise the
       assumption that "the Warrant Agreement to be entered into in connection
with the
       Warrants ... is a valid, binding and enforceable agreement of each party
thereto" as it
       relates to the Company.
 August 11, 2025
Page 2
2.    The Trust Agreement, filed as Exhibit 10.2 states "counsel for the
Company shall
      deliver to you written notification that the Business Combination has
been
      consummated, or will be consummated substantially, concurrently with your
transfer
      of funds." Nasdaq Listing Rule IM-5101-2(a) states that    [a]t least 90%
of the gross
      proceeds . . . must be deposited in a trust account maintained by an
independent
      trustee.    It is unclear how the release of funds earlier than the
consummation of the
      initial business combination would comport with this listing standard. We
also note
      that the disclosure is inconsistent with the disclosure in the
prospectus, which states
      proceeds will not be released until "the completion of our initial
business
      combination." Please reconcile the disclosure and advise how this is
consistent with
      the Nasdaq Listing Rule.
General

3.    We note you discuss in detail the risks of most of your executive
officers and directors
      being located in Hong Kong, or having ties to the PRC and/or Hong Kong.
Please
      similarly revise your disclosures throughout the prospectus to address
the material
      risks and uncertainties due to your co-sponsors being located in Hong
Kong. Your
      revised disclosures should also address the current risks and
uncertainties as opposed
      to those associated with Company's post-combination operations.
4.    Please revise the signatures to include the signature of your principal
financial officer,
      controller or principal accounting officer and by at least a majority of
the board of
      directors or persons performing similar functions. See Instruction 1 to
Signatures to
      Form S-1.
5.    We note the disclosure on page 38 and elsewhere in the prospectus that
"pursuant to
      the letter agreement, our co-sponsors, officers and directors have agreed
to vote their
      founder shares and any public shares purchased during or after this
offering in favor
      of our initial business combination (except that any public shares such
parties may
      purchase in compliance with the requirements of Rule 14e-5 under the
Exchange Act
      would not be voted in favor of approving the proposed business
combination)." Please
      reconcile with the letter agreement filed as Exhibit 10.1, which only
states that such
      individuals have agreed to vote any ordinary shares owned by such persons
in favor of
      any proposed business combination.

       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 Howell at
202-551-3357
with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Chris E. Centrich
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