SecProbe.io

CORRESP
 1
 filename1.htm

 April 21, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 New Providence Acquisition Corp. III

 Registration Statement on Form S-1

 File No. 333-286411

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the "Act"), the undersigned hereby joins in the request of New Providence Acquisition Corp. III that
the effective date of the above- referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m.
ET on April 23, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director

 [Signature page to Underwriter's Acceleration
Request]

CORRESP
 1
 filename1.htm

 NEW PROVIDENCE ACQUISITON CORP. III

 401 S Country Road #2588

 Palm Beach, Florida 33480

 April 21, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
Benjamin Holt and Mary Beth Breslin

 Re:
 New Providence Acquisition Corp. III

 Registration Statement on Form S-1

 Filed April 7, 2025, as amended
 File No. 333-286411

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, New Providence Acquisition Corp. III hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:30 p.m. ET on April 23, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Alexander Coleman

 Alexander Coleman

 Co-Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 VIA EDGAR

 April 7, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Benjamin Holt and Mary Beth Breslin

 Re:
 New Providence Acquisition Corp. III

 Amendment No. 1 Draft Registration Statement on Form S-1

 Submitted March 14, 2025

 CIK No. 0002048948

 Ladies and Gentlemen:

 New Providence Acquisition
Corp. III (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") on March 28, 2025 relating to the Draft Registration
Statement on Form S-1, filed by the Company with the Commission on March 14, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold and have followed each comment with the Company's response.

 Amendment No. 1 to Draft Registration Statement
on Form S-1 submitted March 14, 2025

 Notes To Financial Statements, page F-7

 1. Please tell us how you have complied with the reportable segment
disclosure requirements pursuant to ASU 2023-07 and/or revise accordingly.

 Response: The Company acknowledges the
Staff's comment and has amended its disclosure on pages F-11 – F-12 and F-18 of the Registration Statement.

 ***

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at
(212) 370-1300.

 Sincerely,

 /s/ Gary P. Smith

 Gary P. Smith,

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

Gary P. Smith
Co-Chief Executive Officer
New Providence Acquisition Corp. III
401 S County Road #2588
Palm Beach, FL 33480

 Re: New Providence Acquisition Corp. III
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted March 14, 2025
 CIK No. 0002048948
Dear Gary P. Smith:

 We have reviewed your amended draft registration statement and have the
following
comment.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted March 14,
2025
Notes To Financial Statements, page F-7

1. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07 and/or revise accordingly.
 March 28, 2025
Page 2

 Please contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Mary Beth Breslin at
202-551-3625 with
any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Stuart Neuhauser
</TEXT>
</DOCUMENT>

March 4, 2025
Gary P. Smith
Co-Chief Executive Officer
New Providence Acquisition Corp. III
401 S County Road #2588
Palm Beach, FL 33480
Re:New Providence Acquisition Corp. III
Draft Registration Statement on Form S-1
Submitted February 5, 2025
CIK No. 0002048948
Dear Gary P. Smith:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted February 5, 2025
Cover Page
1.Where you discuss the amount of compensation received or to be received and the
amount of securities issued or to be issued, please expand to disclose whether this
compensation and securities issuance may result in a material dilution of the
purchaser's equity interests. As applicable, please address the anti-dilution adjustment
to the founder shares; any mechanism to maintain the ownership of founder shares by
your initial shareholders at 20% of your issued and outstanding ordinary shares upon
the consummation of the offering; the conversion of the working capital loans into
private placement units; and the cashless exercise of private placement warrants and
warrants issued as part of units issued on conversion of working capital loans.

March 4, 2025
Page 2
Summary
Our Management Team, page 3
2.Please revise your discussion of the prior SPAC/de-SPAC experience of your
management team to briefly describe the material terms of NPA I's business
combination with AST SpaceMobile. In addition, expand your discussion to explain
that in recent years, a number of target businesses have underperformed financially
post-business combination, as you further discuss on page 62.
Our Business Combination Process, page 11
3.Please revise to reconcile your statement that you do not expect the fiduciary duties or
contractual obligations of your officers and directors to other entities to materially
affect your ability to complete your business combination with your statement that the
fiduciary duties of your officers or directors could materially affect your ability to
complete your initial business combination. Please also revise similarly inconsistent
statements on pages 151 and 152.
Founder shares, page 20
4.We note disclosure here that if you increase or decrease the size of the offering,
you will take steps to maintain the ownership of founder shares by your initial
shareholders at 20% of your issued and outstanding ordinary shares upon the
consummation of the offering. Please include appropriate disclosure on the cover page
and in the summary regarding any securities to be issued in this regard and the price
to be paid for these securities, including, as applicable, whether or the extent to which
this compensation and securities issuance may result in a material dilution of the
purchasers' equity interests, as required by Item 1602(a)(3) and Item 1602(b)(6),
respectively, of Regulation S-K.
Risks
Summary of Risk Factors, page 44
5.Please revise the ninth summary risk factor on page 45 to clarify that the purpose of
the structure is to provide anti-dilution protection to the initial shareholders.
Risk Factors
We may issue our shares to investors in connection with our initial business combination . . . ,
page 64
6.Please expand your disclosure to clearly disclose the impact to you and investors of
issuing shares in PIPE transactions, including that the arrangements result in costs
particular to the de-SPAC process that would not be anticipated in a traditional IPO.
Management
Officers, Directors and Director Nominees, page 145
7.Please revise to ensure you have disclosed the business experience during the past
five years of each director, executive officer, and each person nominated or chosen to
become a director. See Item 401(e) of Regulation S-K.

March 4, 2025
Page 3
Executive Officer and Director Compensation, page 147
8.Please revise to disclose the membership interests in your sponsor that each of your
independent directors will receive for their services as a director, as you discuss on
pages 5-6 and elsewhere. See Item 402(r)(3) of Regulation S-K.
Principal Shareholders, page 155
9.Please revise your disclosure to reflect the shares within the private placement units to
be purchased by the sponsor and to explain the decrease in the approximate
percentage of Class B ordinary shares held by the sponsor after the offering.
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if
you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Mary Beth Breslin at 202-551-3625 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser