{"url_path":"/sec/npacw/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2048948/0001213900-26-056700-index.html","accession_number":"0001213900-26-056700","cik":"0002048948","ticker":"NPAC","issuer_name":"New Providence Acquisition Corp. III/Cayman","edgar_url":"https://www.sec.gov/Archives/edgar/data/2048948/0001213900-26-056700-index.html","primary_entity_key":"0002048948","primary_entity_name":"New Providence Acquisition Corp. III/Cayman"},"word_count":961,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors.**\n\n** **\n\nAs a smaller reporting company under Rule 12b-2\nof the Exchange Act, we are not required to include risk factors in this Report. However, for risks relating to our operations, see the\nsection titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report and (iii) Quarterly\nReports on Form 10-Q for the quarterly periods ended June 30, 2025 and September 30, 2025, as filed with the SEC on August 14,\n2025 and November 14, 2025, respectively. As of the date of this Report, there have been no material changes with respect to those risk\nfactors, other than as provided below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations\nor financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to\nconsummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time\nto time in our future filings with the SEC.\n\n \n\n**We anticipate that\nour securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by\nthe 36 Month period. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may\nadversely affect our ability to consummate an initial Business Combination.*** *\n\n \n\n*Our\nIPO Registration Statement was declared effective by the SEC on April 23, 2025 and our securities are currently listed on the\nGlobal Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until April 25, 2027 to consummate our initial Business\nCombination.*\n\n \n\n*Under\nthe Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the\nNasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing\nbefore the hearing panel of Nasdaq (the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC\ncompletes a Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department\nof Nasdaq (a “Staff Delisting Determination”) and/or demonstrates compliance with all applicable initial listing requirements,\nthe combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain\na list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq\n36-Month Requirement. *\n\n \n\n*Accordingly,\nwere we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination,\nwe would still need to consummate our initial Business Combination on or prior to 36-Months in order to avoid a suspension of our\nsecurities from trading on and delisting from Nasdaq If Nasdaq were to suspend our securities from trading and delist our securities,\nour securities could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter\nmarket, our Nasdaq suspension and delisting could have significant material adverse consequences, including:*\n\n \n\n●*making our securities appear to be less attractive to potential target\ncompanies than the securities of an exchange listed SPAC*\n\n●*limited availability of market quotations for our securities*\n\n●*reduced liquidity for our securities;*\n\n●*the possibility that our Class A Ordinary Shares would be deemed “penny\nstock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result\nin a reduced level of trading activity in the secondary trading market for our securities*\n\n●*limited news and analyst coverage; and*\n\n●*decreased ability to issue additional securities or obtain additional\nfinancing in the future.*\n\n \n\n*In\naddition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be\nsubject to state securities regulation and additional compliance costs.*\n\n* *\n\n33\n\n \n\n* *\n\n**Certain\nagreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.**\n\n \n\n*Certain\nof the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without\nshareholder approval. Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights\nAgreement, (iii) the Private Placement Units Purchase Agreements and (iv) the Administrative Services Agreement. These agreements\ncontain various provisions that our Public Shareholders might deem to be material. For example, our Letter Agreement and the Underwriting\nAgreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Initial Shareholders,\nSponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the consent\nof the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering. Any such modification,\nsuch as an amendment to shorten lock-up restrictions, may benefit our Sponsor, directors, officers and Advisors. Any such amendments\nwould not require approval from our shareholders, may result in the completion of our initial Business Combination that may not\notherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, although we\nwould not amend lock-up provisions to permit securities held by our Sponsor to be freely sold prior to our initial Business Combination,\nwe may amend such provisions to permit them to be freely sold after the Business Combination earlier than they would otherwise be\npermitted, which may have an adverse effect on the price of our securities. Pursuant to the terms of the Underwriting Agreement, our\nBoard would not amend the provisions of the Letter Agreement with respect to the waiver of redemption rights with respect to the Founder\nShares.*"}