New Providence Acquisition Corp. III/Cayman

Previous wording

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Current wording

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Previous wording

We are a blank check company incorporated in the Cayman Islands on December 4, 2024, formed for the purpose of effecting a Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private Placement, our securities, debt or a combination of cash, securities and debt.

Current wording

We are a blank check company incorporated in the Cayman Islands on December 4, 2024 for the purpose of effecting a Business Combination. Our Sponsor is New Providence Holdings III, LLC.

Previous wording

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Current wording

We are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Previous wording

On April 25, 2025, we consummated the Initial Public Offering of 30,015,000 Public Units, which includes the full exercise by the underwriters of their Over-Allotment Option in the amount of 3,915,000 Option Units, at $10.00 per Public Unit, generating gross proceeds of $300,150,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 872,075 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and Cantor, generating gross proceeds of $8,720,750. Of those 872,075 Private Placement Units, the Sponsor purchased 611,075 Private Placement Units and Cantor purchased 261,000 Private Placement units.

Current wording

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 872,075 Private Placement Units to the Sponsor and Cantor in the Private Placement at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to us of $ 8,720,750. Of those 872,075 Private Placement Units, the Sponsor purchased 611,075 Private Placement Units and Cantor purchased 261,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO Registration Statement.

Previous wording

For the three months ended June 30, 2025, we had net income of $2,052,904, which consists of interest income on marketable securities held in the Trust Account of $2,208,932, offset by general and administrative costs of $156,028.

Current wording

For the three months ended September 30, 2025, we had net income of $2,993,917, which consists of interest income on marketable securities held in the Trust Account of $3,174,569, offset by general and administrative costs of $180,652.

Previous wording

For the six months ended June 30, 2025, we had net income of $1,992,219, which consists of interest income on marketable securities held in the Trust Account of $2,208,932, offset by general and administrative costs of $216,713.

Current wording

For the nine months ended September 30, 2025, we had net income of $4,986,136, which consists of interest income on marketable securities held in the Trust Account of $5,383,501, offset by general and administrative costs of $397,365.

Previous wording

Following the closing of the Initial Public Offering and the Private Placement, a total of $301,650,750 was placed in the Trust Account. We incurred $18,631,614, consisting of $5,220,000 of cash underwriting fee, $12,789,000 of deferred underwriting fee, and $622,614 of other offering costs.

Current wording

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $301,650,750 was initially placed in the Trust Account. We incurred fees of $18,631,614, consisting of $5,220,000 of cash underwriting fee, the Deferred Underwriting Fee of $12,789,000, and $622,614 of other offering costs.

Previous wording

For the six months ended June 30, 2025, cash used in operating activities was $354,652. Net income of $1,992,219 was affected by interest earned on marketable securities held in the Trust Account of $2,208,932. Changes in operating assets and liabilities utilized $137,939 of cash for operating activities.

Current wording

For the nine months ended September 30, 2025, cash used in operating activities was $523,172. Net income of $4,986,136 was affected by interest earned on marketable securities held in the Trust Account of $5,383,501. Changes in operating assets and liabilities utilized $125,807 of cash for operating activities.

Previous wording

As of June 30, 2025, we had marketable securities held in the Trust Account of $303,859,682 (including approximately $2,208,932 of interest income) was invested in money market funds which invest in U.S. treasury securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

Current wording

As of September 30, 2025, we had marketable securities held in the Trust Account of $307,034,251 (including approximately $5,383,501 of interest income), which was invested in money market funds that invest in U.S. treasury securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Underwriting Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2025, we had cash of $1,086,556. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2025, we had cash held outside of the Trust Account of approximately $918,036 and a working capital surplus of $986,491. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

The Sponsor agreed to loan us an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering, pursuant to the IPO Promissory Note. The loan is non-interest bearing, unsecured and due at the earlier of June 30, 2025 or the closing of the Initial Public Offering. As of June, 2025 and December 31, 2024, we had $0 and $68,020, respectively, outstanding borrowings under the IPO Promissory Note. On April 25, 2025, we repaid the total outstanding balance of the IPO Promissory Note amounting to $285,045. Borrowings under the IPO Promissory Note are no longer available.

Current wording

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2025, or the completion of our Initial Public Offering. The loan of $285,045 was fully repaid upon the consummation of our Initial Public Offering on April 25, 2025. No additional borrowing is available under the IPO Promissory Note. As of September 30, 2025 and December 31, 2024, we had $0 and $68,020, respectively, outstanding borrowings under the IPO Promissory Note.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we would repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of June 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of September 30, 2025 and December 31, 2024, we did not have any borrowings under any Working Capital Loans.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than to pay the Sponsor a monthly fee of $20,000 for office space, utilities, and secretarial and administrative support services pursuant to the Administrative Services Agreement. We began incurring these fees on April 23, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. For the three and six months ended June 30, 2025, the Company incurred and paid $42,000 and $62,000 in fees for these services, respectively, of which $20,000 is included in prepaid expenses in the accompanying condensed balance sheets as of June 30, 2025.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:

Previous wording

The underwriters of the Initial Public Offering had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,915,000 Option Units to cover over-allotments, if any. On April 25, 2025, the underwriters elected to fully exercise the Over-Allotment Option at a price of $10.00 per Option Unit.

Current wording

The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,915,000 Option Units to cover over-allotments, if any. On April 25, 2025, the Underwriters elected to fully exercise the Over-Allotment Option at a price of $10.00 per Option Unit.

Previous wording

The underwriters were entitled to a cash underwriting discount of $5,220,000, 2.0% of the gross proceeds of the Public Units sold in the Initial Public Offering, which was paid to the underwriters upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to the Deferred Fee of (i) 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account, other than those sold pursuant to the Over-Allotment Option, and (ii) 6.0% of the gross proceeds sold pursuant to the Over-Allotment Option, or $12,789,000 in the aggregate, which will be payable to the underwriters upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

Current wording

The Underwriters were entitled to a cash underwriting discount of $5,220,000, 2.0% of the gross proceeds of the Public Units sold in the Initial Public Offering, which was paid to the Underwriters upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Underwriting Fee of (i) 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account, other than those sold pursuant to the Over-Allotment Option, and (ii) 6.0% of the gross proceeds sold pursuant to the Over-Allotment Option, or $12,789,000 in the aggregate, which will be payable to the Underwriters upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

Previous wording

The preparation of the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of such unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”., which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2025, we did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.

Previous wording

Management does not believe that any other issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Current wording

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.