What additional funding has NPAC received from its sponsor?

Before issuing the notes, NPAC’s sponsor advanced $200,000 to the company. This amount is a separate obligation and is payable by the company on demand, supplementing the $1,500,000 of new working capital notes from the co-Chief Executive Officers.

New Providence III (NPAC) takes $1.5M convertible loans from CEOs

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Providence Acquisition Corp. III entered into unsecured promissory notes totaling $1,500,000 with its co-Chief Executive Officers to fund working capital. Each CEO received a note with aggregate principal of up to $750,000.

The notes bear no interest and mature upon the earlier of the company’s initial business combination or its liquidation. At each lender’s option, outstanding amounts may convert into units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one-third of a warrant, and each whole warrant exercisable at $11.50 per share. Before issuance of the notes, the sponsor had advanced an additional $200,000, payable on demand.

Insights

SPAC raises $1.5M interest-free, convertible working capital from insiders.

New Providence Acquisition Corp. III arranged $1,500,000 of unsecured, interest-free notes from its co-CEOs for working capital. This extends liquidity as the SPAC pursues a business combination without immediate cash cost.

The notes are convertible at $10.00 per unit into shares and warrants, with each whole warrant exercisable at $11.50 per share. That structure shifts some return from cash repayment to potential equity and warrant issuance, introducing modest dilution tied to future stock performance and lender conversion choices.

A prior sponsor advance of $200,000 is also outstanding on demand. The overall impact depends on whether the SPAC completes a business combination and whether the lenders elect conversion or repayment, which will be clarified by future deal-related disclosures.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total promissory notes: $1,500,000 Per-lender note limit: $750,000 Sponsor advance: $200,000 +3 more

6 metrics

Total promissory notes $1,500,000 Aggregate principal amount of unsecured notes to co-CEOs

Per-lender note limit $750,000 Aggregate principal amount per co-CEO lender

Sponsor advance $200,000 Previously advanced by sponsor, payable on demand

Conversion price $10.00 per unit Price at which note amounts may convert into units

Warrant exercise price $11.50 per share Exercise price for each whole warrant in conversion units

Warrant coverage 1/3 warrant per unit Each unit has one share and one-third of one warrant

Key Terms

Material Definitive Agreement, unsecured promissory notes, Conversion Units, registration rights, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On June 8, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

unsecured promissory notes financial

"the Company issued unsecured promissory notes (the “Notes”), each in the aggregate principal amount"

Conversion Units financial

"Amounts outstanding under the respective Notes are convertible, at the option of the respective Lender, into units of the Company (the “Conversion Units”)"

registration rights regulatory

"The Conversion Units are entitled to registration rights."

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

off-balance sheet arrangement regulatory

"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant."

An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

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Understanding 8-K Material Events →

06/08/2026 - 05:10 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 8, 2026

New Providence Acquisition Corp. III

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42610

98-1834924

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

401 S County Road #2588

Palm Beach, Florida 33480
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (561) 231-7070

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	NPACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	NPAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	NPACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On June 8, 2026, New Providence Acquisition Corp. III (the “Company”) issued unsecured promissory notes (the “Notes”), each in the aggregate principal amount of up to $750,000 to (i) Gary Smith and (ii) Alexander Coleman, the company’s co-Chief Executive Officers (the “Lenders”), for the Company’s working capital needs, for a total aggregate principal amount of $1,500,000. The Notes do not bear interest and mature upon the earlier of the closing of an initial business combination by the Company and the Company’s liquidation. Additionally, prior to the date of issuance of the Notes, $200,000 was advanced by the Sponsor to the Company and is payable by the Company upon the demand of the Sponsor.

Amounts outstanding under the respective Notes are convertible, at the option of the respective Lender, into units of the Company (the “Conversion Units”), at a conversion price of $10.00 per Conversion Unit, with each unit consisting of one share of the Company’s Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”), and one-third of one warrant, with each whole warrant exercisable for one Class A Ordinary Share at $11.50 per share, subject to adjustment as provided in the Company’s Registration Statement on Form S-1 filed in connection with its initial public offering (“IPO”). The Conversion Units will be identical to the private placement units issued to the Sponsor at the time of the Company’s IPO. The Conversion Units are entitled to registration rights.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Form of Promissory Note, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
10.1		Form of Promissory Note.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW PROVIDENCE ACQUISITION CORP. III

Date: June 8, 2026	By:	/s/ Alexander Coleman
		Name:	Alexander Coleman
		Title:	Co-Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing did New Providence Acquisition Corp. III (NPAC) arrange with its co-CEOs?

New Providence Acquisition Corp. III issued two unsecured promissory notes, each up to $750,000, to its co-Chief Executive Officers. Together they provide $1,500,000 of interest-free working capital, supporting operations while the SPAC seeks to complete an initial business combination or liquidate.

What are the key terms of NPAC’s new promissory notes?

The notes total $1,500,000, bear no interest, and mature at the earlier of the initial business combination closing or liquidation. At each lender’s option, outstanding amounts can convert into units at $10.00 per unit instead of being repaid in cash by the company.

How does the conversion feature of NPAC’s notes work for lenders?

Lenders may convert outstanding note balances into units at $10.00 per unit. Each unit includes one Class A ordinary share and one-third of a warrant, with each whole warrant exercisable for one share at $11.50, mirroring the private placement units issued in NPAC’s IPO.

Do the NPAC conversion units from the notes have registration rights?

Yes. Any units issued upon conversion of the notes are entitled to registration rights. These conversion units are structured to be identical to the private placement units previously issued to NPAC’s sponsor at the time of its initial public offering.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 FORM OF PROMISSORY NOTE 26.9 KB

New Providence III (NPAC) takes $1.5M convertible loans from CEOs

Rhea-AI Filing Summary

Positive

Negative