Filed by New Providence Acquisition Corp.
III
pursuant to Rule 425 under the U.S. Securities
Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934,
as amended
Subject Company: New Providence Acquisition
Corp. III
Commission File No.: 001-42610
Date: April 8, 2026
On April 8, 2026, Abra Financial Holdings, Inc.,
party to the previously disclosed Business Combination Agreement, dated as of March 16, 2026, by and among Abra Financial Holdings, Inc.
and New Providence Acquisition Corp. III, among other parties, announced that its Chief Executive Officer participated in an interview
on Yahoo Finance TV. A transcript of the interview is set forth below.
Host: Jared Blikre
Guests: Bill Barhydt, CEO, Abra
Show: Yahoo Finance TV | Asking for a Trend
Wednesday, April 8, 2026 (aired 4:30 pm ET)
Jared Blikre: Hello
and welcome to Asking For a Trend. Bitcoin on the move, with prices climbing as investors react to the revolving landscape in Iran. For
more, we’re bringing in Bill Barhydt, founder and CEO of Abra. Thank you for joining us here today. Let’s talk about Bitcoin.
We are seeing move hiring, a lot of cryptocurrencies today. Maybe a relief rally, but talk to us about the dynamics at play here. Is this
a lasting rally?
Bill Barhydt: Well, look, I think the
markets have been looking for a spark. Crypto markets tend to be, you know, I’ve used the phrase liquidity suck, which means they
basically act as a sponge for global liquidity, right? I think U.S. liquidity is rising. It’s been on the move. ISM is moving in
the right direction. Global liquidity, China is going to be spending. I think the spigots are going to be turned on for massive amounts
of government spending once this is done. And maybe we’re seeing a little bit of front running that. Actually, I think we’re
kind of in a sideways pattern. For crypto, in particular, sideways is a wide swath because it’s so volatile, right? So, I do think
we’re mostly sideways, but at the same time, the short term trends have turned bullish, and then the question is, do we have a sustained
spark to take advantage of the liquidity that’s clearly coming?
Jared Blikre: Yeah, so, what... I’m
trying to make a sense of the price action this year, because Bitcoin was doing pretty poorly, although in March, it was really interesting.
At the start of the war, all throughout March, Bitcoin actually rose a little bit.
Bill Barhydt: Yep.
Jared Blikre: Is it because that’s
a geopolitical hedge? I mean, we’ve heard many people assert this before, but it hasn’t always been seen that way in reality,
when you match up the headlines with the tape. How are you seeing this?
Bill Barhydt: Yeah, I think it was oversold
at the time, and I think it just got a nice bump off of long term moving averages at the time. If I remember correctly, I’d have
to go back and look at the charts, but I think that’s what happened. So, like I said, to me, after the election, right, the hangover
of the price, as it relates to regulatory uncertainty, was fixed, right? And I think Bitcoin was probably, you know, half the price it
should have been, and hence, you know, the price, more or less, doubled after the election. So that kind of regulatory uncertainty burden
was lifted off of the shoulders of Bitcoin and Bitcoin holders. Now it’s about liquidity and uncertainty. And I think we didn’t
get the liquidity last year, because interest rates remained stubbornly high. A lot of geopolitical turmoil around, you know, who wants
to buy U.S. debt going forward? Who is a net seller of debt, who’s a net buyer of debt? We saw interest rates spike after Fed lowering
rates. Normally, that doesn’t happen, and it points to more structural issues. So, to me, it points to, we may not call it quantitative
easing, we may not call it yield curve control. We may come up with fancier names going forward. But to me, it amounts to significant
injections of government-funded liquidity in the coming months. And I wouldn’t be surprised if we start to front-run that liquidity
injection very soon.
Jared Blikre: Okay, let me bring in PolyMarket
here, because we got some odds to disclose. 69% are betting that Bitcoin hits $80,000 in 2026. So I’m wondering, is that- do you
think there’s enough liquidity coming to get Bitcoin to $80,000, and I’m looking at the price now, it’s $71,000. $80,000
is not that far away. Bitcoin’s very volatile, and yet 69% to me almost seems really low.
Bill Barhydt: It does. Honestly, to me,
the bigger question is, can Bitcoin hit an all-time high this year?
Jared Blikre: Yeah.
Bill Barhydt: Because the numbers you’re
the numbers you’re giving me are basically sideways action for Bitcoin, right? To me, right now, anything between 54 and 100 is
sideways, right? And that’s, unfortunately, the wide band given the historical volatility of Bitcoin that we’re gonna find
ourselves in until we choose a direction. I think, given the amount of money printing coming, as I said, the direction is higher, and
so, in my mind, it’s a 65% chance of all-time highs before the end of the year. And so, I’d be shocked if we didn’t
revisit, certainly, 100K later this year – fall probably at the latest. And then the question is, do we have enough impetus to go
to 150K, this year, or does it have to be next year? We’ll see.
Jared Blikre: I agree with you there. Let’s
talk about your business – DeFi lending versus private credit. And private credit has been in the news – a lot of chinks in
the armor there. But talk to us about DeFi base versus, you know, the private credit markets, anything that they can offer there that
maybe the private markets can’t muster.
Bill Barhydt: Sure. So we’re a registered
investment advisor. We help our client as a fiduciary, figure out the best way to get exposure to digital assets, and for clients who
already have exposure to digital assets, lending and borrowing against your Bitcoin is often a fantastic solution. It’s tax efficient
‘cause you’re not paying capital gains. You get to ride future gains, and if the price continues to rise, you can often borrow
more. Now, in terms of the difference of DeFi versus traditional, centralized, lending or private credit, right, if you pay attention
to what happened in the last cycle, a lot of the woes of the last cycle were around counterparty risk related to yield and lending, right?
And so, the beauty of the DeFi markets are that they basically eliminate corporate counterparty risk, and you have more technology counterparty
risk, which is real, but it’s being diminished more and more as time goes on. And I suspect, you know, they’ll be growing
acceptance that these lending marketplaces, like, you know, Aave, Morpho, and others, that we take advantage of, are rock solid and a
great place for clients to operate, and are often way more cost-efficient than the centralized brethren as well.
Jared Blikre: Uh, final question here.
I will get you out on this. I believe your company just announced a $750 million SPAC to list your company on NASDAQ, under the Ticker
ABRX. I gotta ask you, why now? Because we’re seeing a lot of volatility, not that we haven’t over the last year, but why
in particular now?
Bill Barhydt: So we didn’t really
try to time anything, right? It’s more or less a never-ending timeline for Abra of – what do we have to continue to do to
push the envelope to make our services available, create awareness, build trust with the public, et cetera, et cetera. And this is that
next step. For us, we knew, coming out of the last contagion I mentioned, that in order to build trust with other wealth advisors, financial
institutions, family offices, high net worth clients – being an RIA under the tutelage of the SEC, being a public company that would
do regular reporting, being eventually a qualified custodian… All of these things are checkmarks that I think exude trust, build
staying power, and send a clear message to the public, our clients and investors. Abra’s real, Abra’s here to stay. Abra’s
pushing the envelope on the future of asset tokenization, which is, you know, one of our big three pushes this year: facilitating lending,
facilitating asset tokenization, and facilitating wealth advisors to get into the crypto space. We can best do that as a public company,
in my opinion.
Jared Blikre: All right, and I wish you
the best on your listing there. Thank you for stopping by, Bill.
Bill Barhydt: Good to see you. Thank you.
IMPORTANT LEGAL INFORMATION
New Providence Acquisition Corp. III (“SPAC”)
and Abra Financial Holdings, Inc. (“Abra”) intend to file a Registration Statement on Form S-4 (as may be amended, the “Registration
Statement”) with the SEC, which will include a definitive proxy statement to SPAC shareholders in connection with SPAC’s solicitations
of proxies from its shareholders with respect to the transactions related to the proposed business combination (the “Transactions”)
among SPAC, Abra and Aether Merger Sub I, Corp. pursuant to the Business Combination Agreement, dated March 16, 2026, between the parties
(the “Business Combination Agreement”), and other matters to be described in the Registration Statement, and a prospectus
relating to the offer of the securities to be issued in connection with the Transactions. After the Registration Statement is declared
effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of SPAC
as of a record date to be established for voting on the Transactions and will contain important information about the Transactions and
related matters. Shareholders of SPAC and other interested persons are advised to read, when available, these materials (including any
amendments or supplements thereto) and any other relevant documents, because they will contain important information about SPAC, Abra
and the Transactions. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus, and other relevant materials in connection with the Transactions, without charge, once available,
at the SEC’s website at www.sec.gov or by directing a request to: New Providence Acquisition Corp. III, 401 S County Road #2588,
Palm Beach, FL 33480, Attn: Leo Valentine, Chief Financial Officer. The information contained on, or that may be accessed through, the
websites referenced in this communication in each case is not incorporated by reference into, and is not a part of, this communication.
Participants in Solicitation
SPAC, Abra and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies of SPAC’s shareholders in connection with the
Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s
directors and officers in SPAC’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of proxies to SPAC’s shareholders in connection with the Transactions will be set forth in the proxy statement/prospectus
for the Transactions when available. Information concerning the interests of SPAC’s and Abra’s participants in the solicitation,
which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus
relating to the Transactions when it becomes available.
This communication is not a substitute for the
Registration Statement or for any other document that SPAC and Abra may file with the SEC in connection with the Transactions. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
No Offer or Solicitation
This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act or an exemption therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY
THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of the U.S. federal securities laws with respect to the parties and the Transactions (which include, but are not limited
to, Abra management forecasts). SPAC’s and/or Abra’s actual results may differ from their expectations, estimates and projections
and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other
statements that are other than statements of historical facts. For example, statements concerning expectations related to and potential
benefits of the proposed business combination and related transactions, Abra’s business plans, projections of Abra’s future
financial performance, and other estimates and forecasts concerning key performance metrics, milestones, and market opportunity are forward-looking
statements. No representations or warranties, express or implied are given in, or in respect of, this communication. These forward-looking
statements generally are identified by the words “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believe,” “predict,” “potential,” “continue,” and similar expressions.
These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are
outside of the control of Abra and SPAC and are difficult to predict. Factors that may cause such differences include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination
Agreement; (2) the Transactions not being completed in a timely manner or not being completed by SPAC’s business combination deadline;
(3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions and
definitive agreements with respect thereto; (4) the inability to complete the Transactions, including due to failure to obtain approval
of the shareholders of Abra and SPAC or other conditions to Closing; (5) the inability to obtain or maintain the listing of the public
company’s shares on Nasdaq or another national securities exchange following the Transactions; (6) the ability of SPAC to remain
current with its SEC filings; (7) the risk that the Transactions disrupts SPAC’s and/or Abra’s current plans and operations
as a result of the announcement and consummation of the Transactions; (8) the ability to recognize the anticipated benefits of the Transactions,
which may be affected by, among other things, competition, the ability of SPAC and Abra after the Closing to grow, manage growth and retain
its key employees; (9) costs related to the Transactions and as a result of becoming a public company that may be higher than currently
anticipated; (10) regulatory uncertainty regarding digital assets and digital asset-based products and services in various jurisdictions;
(11) changes in business, market, financial, political and regulatory conditions; (12) Abra’s anticipated operations and business,
including risks related to the highly volatile nature of the prices of digital assets, market liquidity and the demand for digitals assets
generally; (13) the go-forward public company’s trading prices and other performance indicators will be highly correlated to the
value of other digital assets and the price of digital assets may decrease between the signing of the definitive documents for the Transactions
and the closing of the Transactions or at any time after the closing of the Transactions; (14) increased competition in the industries
in which the go-forward public company will operate; (15) treatment of crypto assets for U.S. and foreign securities laws and tax
purposes; (16) the inability of Abra to implement business plans, forecasts, and other expectations after consummation of the Transactions;
(17) the risk that additional financing in connection with the Transactions, or additional capital needed following the Transactions to
support Abra’s business or operations, may not be raised on favorable terms or at all; (18) the evolution of the markets in which
Abra competes; (19) the ability of Abra to implement its strategic initiatives and continue to innovate its existing products and services;
(20) the level of redemptions of SPAC’s public shareholders; (21) being considered to be a “shell company” by the
securities exchange on which SPAC’s common stock will be listed or by the Securities and Exchange Commission (the “SEC”),
which may impact the ability to list SPAC’s common stock and restrict reliance on certain rules or forms in connection with the
offering, sale or resale of securities; (22) trading price and volume of SPAC’s common stock may be volatile following the Transactions
and an active trading market may not develop; (23) SPAC shareholders may experience dilution in the future due to the exercise of a significant
number of existing warrants and any future issuances of equity securities in SPAC; (24) investors may experience immediate and material
dilution upon Closing as a result of the Founder Shares held by the Sponsor, since the value of the Founder Shares is likely to be substantially
higher than the nominal price paid for them, even if the trading price of SPAC common stock at such time is substantially less than the
price per share paid by investors; (25) conflicts of interest that may arise from investment and transaction opportunities involving
the Company, its affiliates and other investors and clients; (26) digital assets’ trading venues may experience greater fraud, security
failures or regulatory or operational problems than trading venues for more established asset classes; (27) the custody of Abra’s
digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data
loss relating to its digital assets, which could cause Abra to lose some or all of its digital assets; (28) aspects of Abra’s business
involve novel products, cryptocurrencies and tokens, which may not be attractive in the marketplace, once available, or may take longer
to develop, implement and become widely adopted, or may face regulatory or other challenges (foreseen or unforeseen) that are greater
or more challenging to resolve than Abra management currently anticipates; (29) a security breach or cyber-attack and unauthorized parties
obtain access to digital assets held by Abra, Abra may lose some or all of its digital assets temporarily or permanently and its financial
condition and results of operations could be materially adversely affected; (30) the emergence or growth of other digital assets, including
those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a
negative impact on the value or price of digital assets utilized in Abra’s business and adversely affect Abra’s business;
(31) risks related to staking, yield and lending products; (32) risks related to stablecoins such as depegging; (33) potential regulatory
classification of digital assets applicable to Abra’s business as securities could lead to Abra’s classification as an “investment
company” under the Investment Company Act of 1940 and could adversely affect the market price of digital assets and the market price
of the go-forward public company’s listed securities or impact the parties’ ability to consummate the Transactions and the
go-forward public company’s ability to continue or scale Abra’s operations following the Closing; and (34) other risks and
uncertainties included in (x) the “Risk Factors” sections of SPAC’s final prospectus in connection with its initial
public offering, filed with the SEC on April 24, 2025 (the “IPO Prospectus”) and (y) other documents filed or to be filed
with or furnished or to be furnished to the SEC by SPAC and/or Abra, including in connection with the Transactions.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the IPO Prospectus and the Registration Statement referenced above, when available, and other documents filed by SPAC and Abra
from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon
any forward-looking statements, which speak only as of the date made. There may be additional risks that neither SPAC nor Abra presently
knows, or that SPAC and/or Abra currently believe are immaterial, that could cause actual results to differ from those contained in the
forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance
upon any forward-looking statements in this communication. Past performance by SPAC’s or Abra’s management teams and their
respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record
of the performance of SPAC’s or Abra’s management teams or businesses associated with them as indicative of future performance
of an investment or the returns that SPAC or Abra will, or may, generate going forward. Neither SPAC nor Abra undertakes any obligation
to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this communication,
except as required by applicable law.
