New Providence Acquisition Corp. III/Cayman Commitments Disclosure

Note 6 — Commitments and Contingencies

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

The holders of (i) Founder Shares, (ii) Private Placement Units (and their underlying securities) and units that may be issued upon conversion of any Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Shares held at the completion of the Initial Public Offering by the holders of the Founder Shares prior to the Initial Public Offering, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of or acquired prior to or in connection with the initial Business Combination pursuant to a registration rights agreement, dated April 23, 2025, by and between the Company and certain security holders. These holders are entitled to make up to three demands excluding short form demands and have piggyback registration rights. Cantor may only make a demand on one occasion and only during the five-year period beginning on April 23, 2025. In addition, Cantor may participate in a piggyback registration only during the seven-year period beginning on April 23, 2025. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

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 (the “Over-Allotment Option”). On April 25, 2025, the Underwriters elected to fully exercise the Over-Allotment Option at a price of $10.00 per Option Unit.

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 a 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, dated April 23, 2025, by and between the Company and Cantor (such discount the “Deferred Underwriting Fee”).