SecProbe.io

CORRESP
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filename1.htm

    Giovanni
    Caruso

    Partner

    345
    Park Avenue

    Direct

    Main

    Fax

    212.407.4866

    212.407.4000

    212.937.3943

    New York,

    NY 10154
    gcaruso@loeb.com

VIA
EDGAR

January
16, 2025

Division
of Corporation Finance

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Stacie
    Gorman

    Dorrie
    Yale

    Peter
    McPhun

    Kristina
    Marrone

    Re:
    NewHold
    Investment Corp. III

    Registration
    Statement on Form S-1

    Filed
    January 2, 2025

    File
    No. 333-284114

Dear
Ms. Gorman:

On
behalf of our client, NewHold Investment Corp. III, a Cayman Islands exempted company (the “Company”), we hereby
respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”)
with respect to the above-referenced Registration Statement on Form S-1 submitted on January 2, 2025 (the “Registration Statement”)
contained in the Staff’s letter dated January 13, 2025 (the “Comment Letter”). Concurrently with the
submission of this letter, the Company is publicly filing an amendment to the Registration Statement (the “Amended Registration
Statement”) via EDGAR for review in accordance with the procedures of the Securities and Exchange Commission.

In
order to facilitate the review by the Staff of the Amended Registration Statement, we have responded, on behalf of the Company, to the
comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Comment Letter.

Registration
Statement on Form S-1 Cover Page

 1. We
note your revised disclosures in response to prior comment 2. However, as previously stated, please also revise to address any conflicts
of interest that may arise from such ownership of indirect interests in the founders' shares.

Response:
The Company has revised the disclosure on the cover page of the Form S-1 in accordance with the Staff’s comment.

Summary

Sponsor
Information, page 15

 2. We
note your revised disclosures here, and elsewhere in your prospectus, that the lock-up provisions will expire if the price of the class
A ordinary shares meet a specified threshold for any 20 trading days within a trading period that commences at least 30 days after your
initial business combination. However, we note that Section 8 of your letter agreement filed as Exhibit 10.1 refers to the period beginning
150 days after the initial business combination. Please revise to ensure your disclosures throughout are consistent.

Response:
The Company has revised Section 8 of Exhibit 10.1 to make it consistent with the disclosure in the Amended Registration Statement.

Exhibits

 3. Please
request Cayman counsel to revise its opinion in Exhibit 5.2 to remove inappropriate assumptions, or advise. In this regard, for example,
we note paragraphs 7, 11, 12, and 13 of Schedule 2. It is not appropriate for a counsel to include in its opinion assumptions that assume
any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

Response: The
Company’s Cayman counsel, Ogier (Cayman) LLP, has revised its opinion in Exhibit 5.2 to remove paragraphs 7, 11, 12, and 13 in
accordance with the Staff’s comments.

Please
do not hesitate to contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this
letter.

    Sincerely,

    /s/
    Giovanni Caruso

    Giovanni Caruso

    Partner

    cc:
    Kevin
    Charlton