Abra to go public in $750M SPAC merger with New Providence (NPAC)
Rhea-AI Filing Summary
New Providence Acquisition Corp. III entered into a Business Combination Agreement to merge with Abra Financial Holdings, Inc., valuing Abra at a $750,000,000 pre-money equity value payable in newly issued SPAC common stock. SPAC will domesticate from the Cayman Islands to Delaware, then merge its subsidiary into Abra, making Abra a wholly owned subsidiary and renaming the public company Abra Financial, Inc.
Abra shareholders will roll 100% of their equity and receive shares based on an exchange ratio tied to fully diluted Abra shares and the SPAC redemption price. Closing conditions include shareholder approvals, an effective Form S-4, Nasdaq listing, required regulatory consents and at least $40,000,000 in net cash from the trust plus any Transaction Financing. The parties are targeting at least $150,000,000 of additional financing and have signed support, lock-up, sponsor support and non-compete agreements to align insiders and major holders.
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Insights
NPAC signs $750M Abra de‑SPAC deal with cash and financing hurdles.
New Providence Acquisition Corp. III agreed to combine with Abra Financial Holdings using an implied
Completion depends on multiple conditions: SPAC and Abra holder approvals, an effective Form S-4, Nasdaq listing, required antitrust and regulatory clearances, and minimum net cash proceeds of at least
Lock-up agreements for Abra holders and founder shares, sponsor anti-dilution waivers, and a two-year non-compete for Abra’s CEO seek to align long-term incentives. Actual post-merger capital, dilution and trading dynamics will hinge on SPAC shareholder redemptions and the success of any Transaction Financing disclosed in future filings.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
General Description of the Business Combination Agreement
On March 16, 2026, New Providence Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Abra Financial Holdings, Inc., a Delaware corporation (together with its successors, “Abra” or the “Company”), and Aether Merger Sub I, Corp., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”).
Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (i) on or prior to the closing (the “Closing”, and the date and time of the Closing, the “Closing Date”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”), SPAC will de-register from the Register of Companies of the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the Delaware General Corporation Law (the “Domestication”); and (ii) following the Domestication, (A) Merger Sub will merge with and into Abra, with Abra continuing as the surviving entity (the “Merger”) and, as a result of which, each issued and outstanding share of Abra immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for a number of shares of common stock of SPAC (the “SPAC Common Stock”) equal to the Exchange Ratio (as defined below). As a result of the Merger and the other Transactions, Abra will become a wholly-owned subsidiary of SPAC, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.
Additionally, at the effective time of the Merger (the “Effective Time”), each outstanding and unexercised option (each, a “Company Option”) to purchase common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) will be assumed by and become an option of SPAC (each, an “Assumed Option”) containing the same terms, conditions, vesting and other provisions as are currently applicable to such Company Options, provided that each Assumed Option will be exercisable for the number of shares of SPAC Common Stock equal to the Exchange Ratio (as defined below) multiplied by the number of shares of Company Common Stock subject to the Company Option as of immediately prior to the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the per share exercise price of the Company Option divided by the Exchange Ratio, rounded up to the nearest whole cent.
Consideration
The aggregate consideration to be delivered to the security holders of Abra as of the Effective Time (collectively, the “Company Security Holders”) will be a number of newly issued shares of SPAC Common Stock equal to Seven Hundred Fifty Million U.S. Dollars ($750,000,000), divided by the Redemption Price (as defined in the Business Combination Agreement) (the “Merger Consideration”), with each holder of Company Common Stock (each, a “Company Stockholder”) receiving for each share of Company Common Stock held, a number of shares of SPAC Common Stock equal to (i) the Merger Consideration, divided by (ii) the Fully-Diluted Company Shares (the “Exchange Ratio”).
The “Fully-Diluted Company Shares” means (a) the total number of issued and outstanding shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, plus (b) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding as of immediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in full (calculated using the treasury stock method of accounting).
Representations and Warranties
The Business Combination Agreement contains representations and warranties that are reasonably customary for similar transactions that are made by the parties as of the date of the Business Combination Agreement, or other specified dates, solely for the benefit of certain of the parties to the Business Combination Agreement, and in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the Merger, subject to customary exceptions.
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No Survival
The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.
Covenants of the Parties
Each party to the Business Combination Agreement has agreed to use its commercially reasonable efforts, and to cooperate fully with one another, to consummate the Transactions. The Business Combination Agreement also contains certain customary covenants by each of the parties that apply during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement (the “Interim Period”), including (i) the provision of access to the applicable party’s properties, books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the current and timely filing of SPAC’s public filings; (iv) no insider trading; (v) notifications to the other parties of certain breaches, consent requirements and other matters; (vi) obtaining third party and regulatory approvals; (vii) tax matters; (viii) further assurances; (ix) public announcements; (x) confidentiality; and (xi) other covenants. The Business Combination Agreement also contains certain customary post-Closing covenants, including, without limitation, in regard to (1) tax matters; (2) the maintenance of books and records; and (3) the indemnification of directors and officers.
Additionally, both the SPAC and the Company agreed that it will not solicit or enter into a competing alternative transaction, in accordance with customary terms and provisions set forth in the Business Combination Agreement.
SPAC agreed that it will not approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal (as defined in the Business Combination Agreement), or otherwise change, withdraw, withhold, qualify or modify its recommendation to its shareholders for approval of the Business Combination Agreement and the Transactions (a “Change of Recommendation”); provided, however, that if the SPAC’s board of directors, after consultation with its legal counsel, determines in good faith, that the failure to make a Change of Recommendation would be a breach of its fiduciary duties to its stockholders under applicable law, then the SPAC’s board of directors may make a Change of Recommendation, provided that SPAC delivers, pursuant to procedures set forth in the Business Combination Agreement, at least 48 hours’ advance written notice advising the Company of such withdrawal or modification; provided that any Change of Recommendation shall not affect SPAC’s obligations to call an extraordinary general meeting to approve the SPAC Shareholder Approval Matters (as defined in the Business Combination Agreement).
Abra will deliver to SPAC financial statements of Abra audited by a PCAOB-qualified auditor in accordance with PCAOB auditing standards, accompanied by an unqualified opinion of the auditor thereon (collectively, the “Audited Financials”), as soon as reasonably practicable after the date of the Business Combination Agreement but no later than forty-five (45) days from the date of the Business Combination Agreement (the “Audit Delivery Date”). In addition, Abra will deliver to SPAC unaudited quarterly financial information through the Closing Date and for such periods as required by applicable law or SEC Guidance to be included in the Registration Statement (as defined below).
SPAC and Abra will, as promptly as practicable after the date of the Business Combination Agreement, prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the securities of SPAC to be issued pursuant to the Transactions, and containing a proxy statement/prospectus for the solicitation of proxies from SPAC shareholders to approve the Business Combination Agreement, the Transactions and related matters at an extraordinary general meeting of SPAC’s shareholders (the “SPAC Special Meeting”), and providing SPAC’s public shareholders with an opportunity to request redemption of their public shares in connection with the Transactions, as required by SPAC’s amended and restated memorandum and articles of association and SPAC’s initial public offering prospectus (the “Redemption”).
As promptly as practicable after the Registration Statement has become effective (and in all cases within two (2) business days following such date), the Company will obtain and deliver to SPAC a written consent of the Company’s stockholders in order to approve the Business Combination Agreement and each of the ancillary documents to which the Company is or is required to be a party or bound and the consummation of the transactions contemplated thereby (the “Company Stockholder Approval”). At the request of SPAC, Abra shall make the members of its management reasonably available to participate in management presentations, “road shows,” rating agency presentations, meetings with financing sources and similar events in connection with obtaining the approval of SPAC shareholders, any “share recycling” efforts by SPAC and the obtaining of any debt or equity financing (including Transaction Financing (as defined in the Business Combination Agreement), ratings or governmental or other third-party approvals.
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The parties shall take all action necessary so that, effective at the Closing, the post-Closing board of directors of Pubco will consist of seven (7) individuals, one (1) of whom will be designated by SPAC (who shall be an independent director in accordance with the requirements of The Nasdaq Stock Market LLC (“Nasdaq”)), three (3) of whom will be designated by Abra (at least one (1) of whom shall be an independent director in accordance with the requirements of Nasdaq), one (1) person who shall be the chief executive officer of the SPAC immediately following the Closing, and two (2) additional members (who shall be independent directors in accordance with the requirements of Nasdaq) to be mutually agreed upon by SPAC and Abra prior to the Closing, each of whom shall have expertise in the fintech/financial regulation industry. The parties shall also take all action necessary so that the individuals serving as the chief executive officer and chief financial officer, respectively, of SPAC immediately after the Closing will be the same individuals (in the same office) as that of Abra immediately prior to the Closing (unless, at its sole discretion, Abra desires to appoint another qualified person to either such role, in which case, such other person(s) identified by Abra shall serve in such role or roles).
During the Interim Period, SPAC and Abra shall use reasonable best efforts to enter into written agreements for Transaction Financings with aggregate proceeds of at least $150 million (on such terms and structuring and using such strategy, placement agents and approach, as SPAC and Abra shall mutually agree). “Transaction Financing” means a capital raising transaction in connection with the Transactions structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or cash equivalents, in each case, whether such investment is into SPAC or Abra.
Conditions to Closing
The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of each of SPAC’s shareholders and Abra’s stockholders; (ii) the expiration or termination of any waiting period applicable to the consummation of the Business Combination Agreement under any antitrust laws; (iii) obtaining material regulatory approvals; (iv) no law or order preventing or prohibiting the Transactions; (v) appointment of the Post-Closing Board consistent with the requirements of the Business Combination Agreement; (vi) the effectiveness of the Registration Statement; (vii) SPAC shall have amended and restated its certificate of incorporation in a form satisfactory to SPAC and Abra; (viii); the SPAC Common Stock shall have been approved for listing on Nasdaq upon the Closing; and (ix) SPAC shall have adopted, on or prior to the Closing, an equity incentive plan in a form satisfactory to SPAC and Abra, and which will provide for awards for a number of shares of SPAC Common Stock representing a percentage (to be mutually agreed upon by the SPAC and the Company) of the aggregate number of shares of SPAC Common Stock issued and outstanding immediately after the Closing.
In addition, unless waived by Abra, the obligations of Abra to consummate the Transactions are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations of SPAC relating to organization and standing, authorization, non-contravention, capitalization (other than certain portions of such representation in the Business Combination Agreement) and finders and brokers being true and correct in all material respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (ii) the representations and warranties of SPAC set forth in certain portions of the capitalization representation being true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the Business Combination Agreement and as of the Closing Date; (iii) all other representations and warranties of SPAC being true and correct (without giving effect to any limitations as to “materiality” or any similar limitation set forth herein) in all respects on and as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect; (iv) SPAC having performed in all material respects its obligations and complied in all material respects with the covenants and agreements under the Business Combination Agreement required to be performed or complied with by SPAC on or prior to the Closing Date; and (v) the sum of (x) the aggregate cash proceeds available for release from the Trust Account (after giving effect to the completion and payment of the Redemption), plus (y) the net proceeds of any Transaction Financings, shall equal or exceed $40,000,000 after deducting all Expenses (as defined in the Business Combination Agreement) of SPAC and Abra (the “Net Cash Proceeds”).
Unless waived by SPAC , the obligations of SPAC to consummate the Transactions are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations of Abra relating to organization and standing, authorization, non-contravention, capitalization (other than the certain portions of such representation in the Business Combination Agreement) and finders and brokers being true and correct (without giving effect to any limitation as to “materiality” set forth therein) in all material respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (ii) the representations and warranties set forth in certain portions of the capitalization representation being true and correct in all respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (iii) all other representations and warranties of Abra being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect; (iv) Abra having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement required to be performed or complied with on or prior to the Closing Date; (v) absence of any Material Adverse Effect with respect to Abra since the date of the Business Combination Agreement; (vi) the Non-Competition Agreement (as defined in the Business Combination Agreement), each Lock-Up Agreement (as defined below), the Insider Letter Amendment (as defined in the Business Combination Agreement) and the Amended Registration Rights Agreement (as defined below) being in full force and effect as of the Closing; (vii) certain related party loans issued by the Company to its officers and directors having been repaid or cancelled; (viii) SPAC having received an employment agreement, effective as of the Closing, in form and substance reasonable to SPAC, between William Barhydt and SPAC, and each such employment agreement duly executed by the parties thereto; (ix) Abra shall have delivered to SPAC evidence that consents from certain specified lenders have been received; (x) Abra shall have delivered to SPAC evidence that certain trademark assignment(s) shall have been completed; (xi) Abra shall have delivered to SPAC evidence that certain securities of Plutus Financial Holdings, Inc. (“Plutus”) have been satisfied in accordance with the terms of a letter agreement, by and between Plutus and Abra; (xii) Abra shall have delivered to SPAC a FIRTPA certificate; and (xiii) Abra shall have delivered to SPAC certain documentation with respect to its F Reorganization (as defined in the Business Combination Agreement).
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Termination
The Business Combination Agreement may be terminated at any time prior to the Closing by either SPAC or Abra if the Closing does not occur by October 15, 2026, or such other date as may be extended pursuant to the Business Combination Agreement.
The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of SPAC and Abra; (ii) by written notice by either SPAC or Abra to the other if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by Abra for SPAC’s uncured material breach of the Business Combination Agreement, such that the related closing condition would not be met; (iv) by SPAC for Abra’s uncured material breach of the Business Combination Agreement, such that the related closing condition would not be met; (v) by SPAC, if there shall have been a Material Adverse Effect on Abra following the date of the Business Combination Agreement which is (or are) not cured or cannot be cured prior to twenty (20) business days after written notice thereof is delivered to Abra; (vi) by either Abra or SPAC if SPAC holds the SPAC Special Meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; (vii) by either Abra or SPAC if Abra does not receive its stockholder approval within ten (10) business days following the Registration Statement being declared effective by the SEC; and (viii) by written notice from SPAC to Abra if Abra has not delivered the Audited Financials on or before the Audit Delivery Date.
If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to public announcements, confidentiality, effect of termination, fees and expenses, trust fund waiver, and customary miscellaneous provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to such termination.
Trust Account Waiver
Abra agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in SPAC’s trust account held for its public shareholders, and has agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).
Governing Law
The Business Combination Agreement is governed by New York law and, the parties are subject to exclusive jurisdiction of federal and state courts located in New York County, State of New York (and any appellate courts thereof).
Related Agreements
Company Support Agreement
Simultaneously with the execution of the Business Combination Agreement, stockholders of Abra holding capital stock of Abra sufficient to approve the adoption of the Business Combination Agreement and approve the Merger and the other transactions contemplated by the Business Combination Agreement (the “Company Support Stockholders”) entered into support agreements (each, a “Company Support Agreement”), pursuant to which, among other things, each Company Support Stockholder agreed to vote its shares of capital stock of Abra (the “Subject Stock”) in favor of the adoption of the Business Combination Agreement, the ancillary documents, the approval of the Transactions and any amendments to Abra’s organizational documents in connection therewith, subject to certain customary conditions. Each Company Support Stockholder also agreed to take certain other actions in support of the Business Combination Agreement and the Transactions (and any actions required in furtherance thereof) and to refrain from taking actions that would adversely affect their ability to perform such Company Support Stockholder’s obligations under the Company Support Agreement and each such Company Support Stockholder unconditionally and irrevocably waived any and all pre-emption rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that such Company Support Stockholder may have in respect of the Transactions. Each Company Support Stockholder also agreed not to transfer their Subject Stock during the period from and including the date of the Company Support Agreement and the first to occur of the date of Closing or the date on which the Company Support Agreement is terminated, subject to certain customary exceptions. A copy of the form of the Company Support Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Lock-Up Agreements
Simultaneously with the execution of the Business Combination Agreement, certain stockholders of Abra (the “Lock-Up Holders”) entered into lock-up agreements (each, a “Lock-Up Agreement”), pursuant to which each Lock-Up Holder agreed not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of SPAC Common Stock to be received by such Lock-Up Holder in the Transactions, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of SPAC Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period commencing from the Closing and ending on the date that is eighteen (18) months after the Closing (subject to early release on the earlier upon (x) the date on which the volume-weighted average trading price of Pubco Class A Shares quoted on Nasdaq (or such other exchange on which the Pubco Class A Shares may then be listed) is greater than or equal to $12.50 for any 10 trading days within any 20 trading day period beginning after the Closing and (y) subsequent to the Closing, the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of SPAC Common Stock for cash, securities, or other property), subject to certain customary transfer exceptions. A copy of the form of the Lock-Up Agreement is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
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Sponsor Support Agreement
Simultaneously with the execution of the Business Combination Agreement, SPAC, Abra and New Providence Holdings III, LLC (the “Sponsor”), entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, to (A) waive its anti-dilution rights with respect to the Class B ordinary shares of SPAC (the “Founder Shares”) held by the Sponsor; and (B) vote all of the SPAC’s ordinary shares held by it in favor of (i) the Business Combination Agreement and the Transactions (ii) each other proposal included in the proxy statement for the SPAC Special Meeting and for which SPAC’s board of directors has recommended that the SPAC shareholders vote in favor and against any competing transaction. In addition to the foregoing, the Sponsor Support Agreement prevents transfers of the securities of SPAC held by the Sponsor between the date of the Sponsor Support Agreement and its termination, subject to certain limited exceptions. Additionally, the Sponsor agreed to amend the insider letter, which was entered into in connection with the SPAC’s initial public offering (the “Insider Letter”), as follows:
With respect to 50% of the Founder Shares (the “Unlocked Founder Shares”):
(a) If the Net Cash Proceeds upon the Closing are less than $75 million, the Unlocked Founder Shares shall be subject to Lock-Up (as defined in the Insider Letter) for a period of 180 days following the Closing;
(b) If the Net Cash Proceeds are equal to or greater than $75 million, but less than $100 million, the Unlocked Founder Shares shall be subject to Lock-Up (as defined in the Insider Letter) for a period of 90 days following the Closing;
(c) If the Net Cash Proceeds are equal to or greater than $100 million, the Unlocked Founder Shares shall not be subject to Lock-Up (as defined in the Insider Letter) and will be freely tradeable upon the Closing (subject to any restrictions imposed by the Securities Act).
With respect to the remaining 50% of the Founder Shares, such Founder Shares shall be subject to a lock-up period of eighteen (18) months from the Closing (the “Lock-Up Period”), provided, that such Founder Shares will released from Lock-Up (as defined in the Insider Letter), during the Lock-Up Period, the volume-weighted average price of SPAC’s common stock is equal to or greater than $12.50 for 10 trading days in any 20-trading day period.
A copy of the Sponsor Support Agreement is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
Non-Competition and Non-Solicitation Agreement
Simultaneously with the execution and delivery of the Business Combination Agreement, Mr. Barhydt, the Chief Executive Officer of Abra (the “Non-Compete Party”), entered into a Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of SPAC and its subsidiaries (the “Covered Parties”), pursuant to which the Non-Compete Party will agree for a period of 2 years after the Closing not to compete with the Covered Parties and not to solicit the employees and customers of the Covered Parties. The Non-Compete Party also agreed not to disparage the Covered Parties and to customary confidentiality requirements. A copy of the form of the Non-Competition Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
Prior to the Closing, SPAC, the Sponsor and certain stockholders of Abra will enter into an amended and restated registration rights agreement (the “Amended Registration Rights Agreement”) that will amend and restate the registration rights agreement entered into at the time of SPAC’s initial public offering, pursuant to which such stockholders of the Company, along with certain existing shareholders of SPAC, will be entitled to customary demand and piggyback registration rights. A copy of the form of Amended Registration Rights Agreement is attached as Exhibit 10.5 hereto and is incorporated herein by reference.
The Business Combination Agreement and other agreements described above have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about SPAC, Abra, or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure schedules prepared in connection with the execution and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about SPAC, Abra or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that SPAC makes publicly available in reports, statements and other documents filed with the SEC. SPAC and Abra investors and securityholders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
The foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Business Combination Agreement, form of Company Support Agreement, form of Lock-Up Agreement, Sponsor Support Agreement, Non-Competition Agreement and form of Amended Registration Rights Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and the terms of which are incorporated by reference herein.
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Item 7.01 Regulation FD Disclosure.
On March 16, 2026, SPAC and Abra issued a press release announcing the Transactions. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated March 2026.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Additional Information and Where to Find It
In connection with the Transactions, SPAC and Abra intend to file 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 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 Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
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 Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current Report on Form 8-K. 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.
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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 Current Report on Form 8-K. 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 Current Report on Form 8-K, except as required by applicable law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1*† | Business Combination Agreement, dated as of March 16, 2026, by and among New Providence Acquisition Corp. III, Aether Merger Sub I Corp. and Abra Financial Holdings, Inc. | |
| 10.1*† | Form of Company Support Agreement, dated as of March 16, 2026, by and among New Providence Acquisition Corp. III, Abra Financial Holdings, Inc. and the holders party thereto. | |
| 10.2† | Form of Lock-Up Agreement, dated as of March 16, 2026, by and among New Providence Acquisition Corp. III and the holders party thereto. | |
| 10.3† | Sponsor Support Agreement, dated as of March 16, 2026, by and among New Providence Acquisition Corp. III, Abra Financial Holdings, Inc. and New Providence Holdings III, LLC. | |
| 10.4† | Non-Competition and Non-Solicitation Agreement, dated as of March 16, 2026, by and between New Providence Acquisition Corp. III and Bill Barhydt. | |
| 10.5 | Form of Amended and Restated Registration Rights Agreement. | |
| 99.1 | Press Release, dated March 16, 2026 | |
| 99.2 | Investor Presentation, dated March 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
| † |
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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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.
Dated: March 16, 2026
| New Providence Acquisition Corp. III | ||
| By: | /s/ Alexander Coleman | |
| Name: | Alexander Coleman | |
| Title: | Co-Chief Executive Officer | |
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Exhibit 99.1
Abra, a Digital Asset Wealth Management Platform, to Become a Public Company via Business Combination With New Providence Acquisition Corp. III
| ● | Establishes the first publicly traded company with an SEC-registered investment advisor and digital asset wealth management platform enabling on-chain yield, lending, trading and treasury management |
| ● | Company services the $100 trillion dollar wealth management market including existing registered investor advisors (“RIAs”), institutions, family offices and high net worth investors |
| ● | Transaction expected to deliver significant growth capital, including up to $300 million of cash held in trust, subject to reductions for redemptions |
| ● | Transaction consideration is based on a $750 million pre-money equity value of Abra, with existing Abra stockholders rolling 100% of their interests into the combined company, including Adams Street, Blockchain Capital, Pantera Capital, RRE Ventures, and SBI. |
San Francisco, CA and New York, NY — March 16th, 2026 — Abra Financial Holdings, Inc. ("Abra"), a digital asset wealth management platform, and New Providence Acquisition Corp. III (Nasdaq: NPACU) (“New Providence”), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement for a transaction to take Abra’s business public. Under the terms of the business combination agreement, New Providence will be renamed Abra Financial, Inc. (the “Combined Company”) and its common stock is expected to be listed on Nasdaq under the ticker symbol “ABRX”.
The Combined Company will serve high net-worth, institutional, fund and RIA clients in a rapidly expanding market at the intersection of the $100 trillion wealth management industry and the digital asset and tokenization sectors.
The transaction consideration, in the form of newly-issued Combined Company securities, is based on a $750 million pre-money equity value of Abra. Existing equity holders of Abra, including Adams Street, Blockchain Capital, Pantera Capital, RRE Ventures, and SBI will roll 100% of their interests into the Combined Company.
"We believe that Bitcoin, stablecoins, and the tokenization of real world assets are quickly becoming the backbone of the future financial system," said Bill Barhydt, Founder and CEO of Abra. “We also believe that demand for crypto-backed loans, stablecoin-based yield, and other digital asset services are going to increase dramatically in the coming years. Our aim is to bring institutional-grade on-chain crypto wealth management products to investors worldwide within a regulated and transparent framework."
“Abra represents a compelling opportunity to invest in a pioneering company with unique technology, access to a growing customer base, and a flexible and scalable business model that addresses the future of wealth management and financial technology,” said Alex Coleman, Co-Chairman of New Providence. “There is an extraordinary market opportunity at the intersection of personal finance and digital assets. We believe Abra is poised for significant and sustained growth as the world moves to a tokenized and digital assets-based financial system.”
Leading Digital Asset Wealth Management Platform
Abra offers a comprehensive infrastructure for digital asset wealth management, offering segregated custody, trading, yield strategies, collateralized lending, and advisory services through separately managed accounts or “vaults.”
Abra’s Key Investment Highlights
| ● | SEC-Registered & Fiduciary — One of the only U.S. platforms currently offering a comprehensive suite of services for custody, trading, yield, and lending under a registered investment advisor (RIA) framework as a fiduciary to clients |
| ● | Institutional-Grade Vault Infrastructure — Segregated digital asset custody infrastructure utilizing multi-party computation wallet technology. Client digital assets stay off the company’s balance sheet and are maintained in separately managed client accounts or vaults. |
| ● | Comprehensive Product Suite — Vault (custody), Yield (proprietary strategies across many digital assets including BTC, ETH, SOL, and stablecoins), Loans (borrow against crypto), Prime (OTC desk, trading across hundreds of digital assets, 24/7), Private (HNW advisory), and Treasury (corporate treasury management) |
| ● | Growth Trajectory — With hundreds of millions of dollars in assets under management (“AUM”), Abra management is targeting over $10B+ in AUM by the end of 2027 |
| ● | RWA Tokenization Support — Abra expects to support a wide range of real world assets such as tokenized equities and tokenized real estate on its platforms |
| ● | DeFi Expansion via AbraFi — Abra recently launched access to USDAF, a yield bearing Solana-native synthetic dollar, expected to extend Abra's reach from centralized wealth management into decentralized finance, which could expand its deposits and transactional revenues |
Transaction Overview
Under the terms of the business combination agreement and subject to redemptions by New Providence public shareholders at or prior to closing, and the terms and amounts of any financing transactions in which the parties may engage in accordance with the terms of the business combination agreement, Abra equity holders are expected to hold a majority of the Combined Company shares outstanding immediately after the closing.
Proceeds to Abra from the transaction, after satisfaction of shareholder redemptions and transaction expenses, if any, are expected to be used by Abra for working capital and other purposes, including further development of Abra management’s growth strategies, increased sales and marketing spend, among other purposes.
Prior to entering into the business combination agreement, the board of directors of each of New Providence and Abra unanimously approved the transactions, which will also be submitted for approval by New Providence’s shareholders and Abra’s stockholders prior to, and as a condition of, the closing. The transaction is subject to the satisfaction or waiver of customary closing conditions.
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Additional information about the proposed transactions (the “Transactions”), including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by New Providence with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov and in future SEC filings by New Providence in connection with the transactions, including a registration statement on form S-4 to be filed with the SEC in connection with the transactions (the “Registration Statement”).
Advisors
Cantor Fitzgerald & Co. is acting as financial and capital markets advisor to Abra.
Goodwin Procter LLP is serving as legal advisor to Abra. Ellenoff Grossman & Schole LLP is serving as U.S. legal advisor to New Providence. Ogier is acting as Cayman Islands legal advisor to New Providence. Kirkland and Ellis LLP is serving as legal advisor to Cantor.
Wachsman is serving as communications advisor to Abra.
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About Abra
Abra is a leading crypto-native products and wealth management platform, offering institutions and individual investors a suite of digital asset services including custody, trading, yield, lending, and advisory services through its SEC-registered investment advisor. Abra was Founded in 2014 with headquarters in San Francisco, California.
About New Providence
New Providence Acquisition Corp. III is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. In May 2025, New Providence consummated a $300.15 million initial public offering (the “IPO”) of 30,015,000 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’s Class A ordinary shares and one-half warrant, each whole warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. New Providence’s units are quoted on the Nasdaq stock exchange under the ticker symbol “NPACU”.
About Cantor Fitzgerald, L.P.
Cantor Fitzgerald, with more than 14,000 employees, is a leading global financial services and real estate services holding company and a proven and resilient leader for more than 79 years. Its diverse group of global companies provides a wide range of products and services, including investment banking, asset and investment management, capital markets, prime services, research, digital assets, data, financial and commodities brokerage, trade execution, clearing, settlement, advisory, financial technology, custodial, commercial real estate advisory and servicing, and more.
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Additional Information and Where to Find It
In connection with the Transactions, New Providence and Abra intend to file the Registration Statement with the SEC, which will include a definitive proxy statement to New Providence shareholders in connection with New Providence’s solicitations of proxies from its shareholders with respect to the Transactions 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 New Providence 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 New Providence 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 New Providence, 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 press release in each case is not incorporated by reference into, and is not a part of, this press release.
Participants in Solicitation
New Providence, Abra and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of New Providence’s shareholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of New Providence’s directors and officers in New Providence’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to New Providence’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 New Providence’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 press release is not a substitute for the Registration Statement or for any other document that New Providence 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.
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No Offer or Solicitation
This press release 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 press release 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). New Providence’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 press release. 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.
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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 New Providence 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 New Providence’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 New Providence 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 New Providence to remain current with its SEC filings; (7) the risk that the Transactions disrupt New Providence’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 New Providence 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 New Providence’s public shareholders; (21) being considered to be a “shell company” by the securities exchange on which New Providence’s common stock will be listed or by the SEC, which may impact the ability to list New Providence’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 New Providence’s common stock may be volatile following the Transactions and an active trading market may not develop; (23) New Providence 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 New Providence; (24) investors may experience immediate and material dilution upon closing as a result of the founder shares held by New Providence’s 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 New Providence 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 New Providence’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 New Providence and/or Abra, including in connection with the Transactions.
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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 New Providence 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 New Providence nor Abra presently knows, or that New Providence 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 press release. Past performance by New Providence 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 New Providence’s or Abra’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that New Providence or Abra will, or may, generate going forward. Neither New Providence nor Abra undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this press release, except as required by applicable law.
Media Contacts
For Abra:
Emily Kielthy, abra@wachsman.com
For New Providence Acquisition Corp III:
ir@newprovidenceacquisition.com
For Cantor Fitzgerald:
media@cantor.com
7
Exhibit 99.2
March 2026
Disclaimer DISCLAIMER General This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purpo ses only to assist interested parties in making their own evaluation with respect to a proposed business combination (the “Business Combination”) and other transactions, which may (but will not necessarily) one o r m ore financing transactions (together with the Business Combination, the “Transactions”) involving New Providence Acquisition Corp. III (“SPAC” or “NPAC”, which, after the consummation of the propos ed Business Combination and following SPAC’s intended continuation out of the Cayman Islands and into Delaware so as to become a Delaware corporation in accordance with the terms of the transaction a gre ements, is referred to from time to time herein as the “Combined Company”) and Abra Financial Holdings, Inc. (along with its subsidiaries and affiliates, “Abra” or the “Company”, and togethe r w ith SPAC, the “Parties”). The information contained herein does not purport to be all - inclusive and none of SPAC, the Company or their respective affiliates makes any representation or warranty, express or i mplied, as to the accuracy, completeness or reliability of the information contained in this Presentation. The recipient should make its own independent investigations and analyses of SPAC, the Compan y a nd the Transactions and its own assessment of all information and material provided, or made available, by the Company, SPAC or any of their respective directors, officers, employees, affilia tes , agents, advisors or representatives. This Presentation does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or i n r espect of the proposed Business Combination. This Presentation shall also not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities, nor shall the re be any sale of securities in any states or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offe rin g of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of th is Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning th e matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes sh ould inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non - pub lic information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foresee abl e that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collecti vel y, the “Exchange Act”), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, wi tho ut limitation, Rule 10b - 5 thereunder. Confidentiality This information is being distributed to you on a confidential basis. By receiving this information, you and your affiliates and representatives agree to maintain the confidentiality of the information contained herein. Without the express prior written consent of each of the Parties, this Presentation and any information contained wit hin it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Parties and the Transactions or (iv) provided to any person except you r e mployees and advisors with a need to know who are advised of the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications bet wee n the parties hereto relating to the subject matter hereof. This Presentation contains certain unaudited financial information about Abra and certain metrics and measurements based on s uch unaudited information, all of which information is subject to change based on the results of the PCAOB audit process being undertaken by Abra in connection with the Business Combination, which is unde rwa y as of the date of this Presentation. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 2
Disclaimer DISCLAIMER (Continued) Forward - Looking Statements This Presentation 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 con sequently, you should not rely on these forward - looking statements as predictions of future events. Forward - looking statements include statements concerning plans, objectives, goals, strategies, fut ure 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 ben efits 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 performa nce metrics, milestones, and market opportunity are forward - looking statements. No representations or warranties, express or implied are given in, or in respect of, this Presentation. These forward - looking st atements generally are identified by the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “c ont inue,” and similar expressions. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ mater ially 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 occ urrence 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 c omp leted 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 ag ree ments 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 inab ili ty 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 filin gs; (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 be nefits 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 re lat ed 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 v ola tile 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 th e 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 p urposes; (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 Tra nsa ctions, 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 compe tes ; (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 consider ed 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 co mmo n 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 Tra nsactions 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 f utu re issuances of equity securities in SPAC; (24) investors may experience immediate and material dilution upon Closing as a result of the Class B ordinary shares held by the Sponsor, since the value of the Class B ordinary 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 sha re 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 ve nues 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 los s o r 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 ass ets ; (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 w ide ly 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 breac h o r 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 o f o perations 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, consortium s o r 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 pro duc ts; (32) risks related to stablecoins such as depegging ; PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 3
Disclaimer DISCLAIMER (Continued) (33) potential regulatory classification of digital assets applicable to Abra’s business as securities could lead to Abra’s c las sification 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 sec urities 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 uncer tai nties 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 docume nts 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 unc ertainties described in the “Risk Factors” section of the IPO Prospectus and the registration statement on Form S - 4 to be filed by the parties, when available, and other documents filed by SPAC and Abra from t ime 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 fo rward - 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 kno ws, 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, investor s and other interested persons are cautioned not to place undue reliance upon any forward - looking statements in this Presentation. 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 assoc iat ed 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 r evi se these forward - looking statements to reflect events or circumstances that arise after the date of this Presentation, except as required by applicable law. Use of Projections This Presentation contains financial and operating forecasts. These unaudited financial projections have been prepared by Abr a’s management and include projected financial numbers, comparative metrics and analyses which are based on or derived from such forecasts, all of which are forward - looking statements to which the precedi ng sections of this disclaimer regarding forward - looking information apply and which represent information developed by Abra’s management in March 2026 or as of earlier dates. The forecasts have not been upd ated since the Presentation preparation date and may not be updated in connection with the Business Combination or otherwise. The forecasts also contain certain non - GAAP measures and metrics, as furt her described under the heading “Abra’s Statement on Non - GAAP Measures” below. Additionally, aspects of the forecasts incorporate historical information about Abra which is unaudited and has not been reviewed by Abra’s or SPAC’s independent auditors. Abra’s or SPAC’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the unaudited fi nan cial projections for the purpose of their inclusion in this Presentation, and accordingly, they do not express an opinion or provide any other form of assurance with respect thereto for the purpose of th is Presentation. These unaudited financial projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in th e prospective unaudited financial projections. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Abra or that actual results will not diffe r m aterially from those presented in the unaudited financial projections. Inclusion of the unaudited financial projections in this Presentation should not be regarded as a representation by any person that the result s c ontained in the prospective financial information will be achieved. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 4
Disclaimer DISCLAIMER (Continued) Industry and Market Data This Presentation has been prepared by Abra and its Representatives and includes market data and other statistical informatio n f rom third - party industry publications and sources as well as from research reports prepared for other purposes. Although the Parties believe these third - party sources are reliable as of their respective dates, none of the Parties or any of their respective Representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data's accuracy or compl ete ness. Some data are also based on the Parties' good faith estimates, which are derived from both internal sources and the third - party sources. None of the Parties or their Representatives make any repres entation or warranty with respect to the accuracy of such information. The Parties expressly disclaim any responsibility or liability for any damages or losses in connection with the use of such infor mat ion herein. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statement or other report or d ocu ment to be filed or furnished with the SEC by SPAC or the Company. Trademarks and Intellectual Property All trademarks, service marks, and trade names of any Party or their respective affiliates used herein are trademarks, servic e m arks, or registered trade names of such Party or its respective affiliate, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellec tua l property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any Party, or an endorsement or sponsorship by or of any Party. Solely for conv eni ence, the trademarks, service marks and trade names referred to in this Presentation may appear without the *, TM or SM symbols, but such references are not intended to indicate, in any way, that a ny Party or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade na mes . AbraFi and USDAF USDAF is a synthetic stablecoin product of AbraFi, which is not a subsidiary or affiliate of Abra. USDAF will not be availabl e t o U.S. persons directly. U.S. clients of Abra Capital Management LP, which is a Registered Investment Adviser (RIA) and an indirect subsidiary of Abra Financial Holdings, Inc., may obtain indirect investme nt exposure to USDAF through advisory strategies offered by Abra. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 5
Disclaimer DISCLAIMER (Continued) Additional Information and Where to Find It In connection with the Business Combination, a registration statement on Form S - 4 (as amended or supplemented from time to time, the “Registration Statement”) will be filed with the SEC, which will include a preliminary proxy statement/prospectus of SPAC and a prospectus of the Company (the “Proxy Statement/Prospectus”). The defi nit ive proxy statement and other relevant documents will be mailed to shareholders of SPAC as of a record date to be established for voting on the Transactions and other matters as described in t he Proxy Statement/Prospectus. SPAC and the Company will also file other documents regarding the Transactions with the SEC. This Presentation does not contain all of the information that should be c ons idered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION , S HAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINI TIV E PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S SOLI CIT ATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN TH E P ROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, THE COMPANY AND THE TRANSACTIONS. In vestors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents f ile d or that will be filed with the SEC by SPAC and the Company, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: 401 S County Road #2588, Palm Beach, Florid a 3 3480, or upon written request to SPAC, via email at ir@newprovidenceacquisition.com. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PAS SED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CU RRE NT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. Participants in Solicitation SPAC and the Company and their respective directors, executive officers, certain of their shareholders and other members of m ana gement and employees may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership of SPAC’s securities are, or will be, contained in SPAC’s filings with the SEC, including the IPO Prospectus and SPAC’s Quarterly Report on Form 10 - Q for the period ended September 30, 2025, filed with the SEC on November 14, 2025. Additional information regarding the interests of the persons who may, under S EC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Transactions, including the names and interests of SPAC’s directors and executive officer s, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by SPAC and the Company with the SEC. Investors and security holders may obt ain free copies of these documents as described above. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 6
EXECUTIVE SUMMARY
ABRA COMPANY INTRODUCTION 0 8 Executive Summary PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 8 Growth Trajectory Since obtaining RIA status in mid - 2024, AUM has grown rapidly with ~$5 4 0M of new deposits in 2025 at the time of deposit (nearly 5 x YoY); near - term initiatives positioned to accelerate further expansion Abra Financial Holdings, Inc. (Abra) is a rapidly scaling digital asset wealth platform delivering specialized products and s erv ices in the evolving digital asset market to institutions and high - net - worth clients Core Focus & Security Designed to meet rigorous institutional demands via proprietary software / systems offering top - tier account security, reduced c ounterparty risk, and competitive advantages in trading, investing, collateralized borrowing, and tokenization Target Clients Abra serves institutional investors, high - net - worth individuals, family offices, and wealth managers through its RIA business, w hich provides institutional - grade fiduciary services, as well as through other distribution channels offering integrated digital asset solutions Revenue - Generating Divisions Abra Capital Management (ACM): SEC - registered Investment Advisor (RIA) generating fees from assets under management (AUM) via custody, yield, lending, and trading services Abra Tokenize : Operating segment within Abra that focuses on structured tokenization products and client solutions, leveraging AbraFi’s on - chai n system for real - world assets (RWA) tokenization, earning from stablecoin fiduciary roles, yield, lending, and RWA management (1) Tokenization Abra is uniquely positioned to capitalize on the pace and scale of RWA tokenization – which BlackRock is forecasting to exceed $ 1T by the end of 2030 – encompassing stocks, real estate, bonds, commodities etc. (NYSE/ICE has begun exploring the tokenization of equities and ETFs , i ncluding the potential for 24/7 trading) Leadership Advantage Founded & led by Bill Barhydt, a well - respected leader in the cryptocurrency and blockchain industry, and positioned to scale the platform with robust security and execution for high - value participants (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
ABRA TO GO PUBLIC IN PARTNERSHIP WITH NPAC 0 9 PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 9 • New Providence Acquisition Corp. III (NASDAQ: NPAC) is a Nasdaq - listed SPAC sponsored by New Providence with approximately $301.7M cash in trust and a mandate to partner with high - growth companies positioned for the public markets Transaction Partnership with Abra Executive Summary NPAC’s Competitive Edge • Experienced sponsor with deep private equity, operating and capital markets expertise • Proven SPAC track record including AST SpaceMobile (NASDAQ: ASTS) which has raised $5B+ in capital since listing NPAC Summary • NPAC believes Abra is uniquely positioned to become a leading institutional digital asset wealth platform, with differentiated capabilities across custody, asset management and yield as adoption of regulated digital asset infrastructure accelerates • NPAC brings: o Public markets execution experience o Institutional investor network o Operational partnership to scale growth as a public company • 25+ years in private equity, specializing in US middle - market companies in consumer goods, services, and manufacturing • F ounded Annex Capital and co - led funds at Citi and Allianz • S erved as CEO/Chairman/Director for various firms Alexander Coleman Co - CEO & Chairman • 35+ years of leadership experience in global consumer businesses • Former CEO of Red Bull North America • Led acquisition and integration of numerous, complementary brands prior to sale to Dr Pepper Gary Smith Co - CEO & Chairman NPAC Team
BACKGROUND & KEY MILESTONES 0 10 PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 10 Bill Barhydt – Founder & Chief Executive Officer • Engineer and applied mathematician • Involved with the first commercial web browser • Early builder of cross border mobile banking service • Launched Abra initially for synthetic stablecoins • Identified market opportunity for larger market participants requiring governance, security, execution and opportunity Abra has built the first on - chain separately managed account (SMA), with years of domain experience bridging crypto native technologies and mainstream consumers Abra’s Evolution / Bill Barhydt’s Sector Leadership* Executive Summary Founded to launch the crypto market’s first synthetic stablecoin Developed early tokenized stock Proof of Concept Attained RIA status with the SEC Introduced Abra’s DeFi based loan product Exceeded $500M in aggregate new client deposits Launched synthetic stablecoin USDAF on the AbraFi network (1) Intro of mobile app for ACM customers planned for H1 2026 2014 2019 2024 2025 2026 * Material aspects of Abra's business previously developed by Bill Barhydt under Plutus Financial Holdings, Inc. (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. Prior Experience
PROPRIETARY AND CONFIDENTIAL 11 EXECUTIVE SUMMARY DIGITAL ASSET INVESTOR EXPECTATIONS SHAPING FINANCE INNOVATION • Evolving Investor Demands — Rapidly shifting expectations exceed traditional institutions' capabilities, forcing accelerated innovation in digital markets, products, services, and providers to meet modern needs • Mobile - First Lifestyle — Smartphone ubiquity demands digital wallets, instant payments, and app - based banking for seamless engagement, retention, and 24/7 access • AI & Tech Advancements — AI/LLMs enable automated credit scoring, efficient loan approvals, and 24/7 chatbots; blockchain/distributed ledger technology (DLT) delivers faster, secure, transparent, intermediary - reduced transactions (e.g., cross - border) • Increased Competition & Disruption — Financial management platforms set new benchmarks with user - friendly speed in payments/loans, compelling traditional banks to digitize to stay relevant • Operational & Cost Efficiencies — Digitization significantly decreases branch/manual overhead, handles high data volumes efficiently, reduces errors, and automates security — enabling scalable, low - cost models • Macro & Structural Drivers — $2T+ private credit market fuels “originate - to - distribute" via digital platforms for syndication/securitization; drives "invisible banking"/BaaS, embedding seamless, real - time financial services into everyday apps / ecosystems (1) Structural Shifts Driving Adoption Executive Summary On - chain rails are eliminating the historical separation between banking, investing, and settlement (1) Source: IMF (April 2024).
PROPRIETARY AND CONFIDENTIAL 12 EXECUTIVE SUMMARY Executive Summary ON - CHAIN FINANCE – THE NEW CONVERGENCE ERA Convergence of Financial Services Digital markets are consolidating segregated Traditional Finance (TradFi) products (banking, wealth management, capital markets, settlement) into a single on - chain financial operating system Migration to On - Chain Rails Assets, settlement, yield, credit, and custody now operate on unified, programmable digital infrastructure with real - time global access Rise of Wealth Management & Digital Platforms Digital financial management platforms like Abra have the potential to capture tremendous value by providing singular points of access where private capital can be held, invested, borrowed, and compounded seamlessly Structural Shifts Driving Adoption Traditional centralized institutions face challenges with client trust for digital assets; assets are becoming natively digital/programmable, with clearer regulatory support for on - chain models User - Centric "Experience" Economy Legacy paper - heavy processes and boundaries between banking and investing cannot satisfy modern demands for instant, 24/7 convenience, personalized services, transparency, and real - time visibility Abra is a digital asset wealth platform delivering institutional - grade, on - chain solutions for digital asset management, yield, and integrated finance Abra's Central Role:
DIGITAL ASSET TRENDS SUPPORTING ABRA’S GROWTH & RELEVANCE: EVOLUTION TOWARDS INSTITUTIONAL ADOPTION 0 13 Executive Summary PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 13 Regulatory Progress Expansion of Use Cases Surging Institutional Adoption Stablecoin Momentum as Key Indicator Higher Market Activity & Liquidity Exponential Future Growth Potential Regulatory progress and macro demand accelerating structural shifts toward mainstream adoption and integration of digital assets into core finance Total digital asset market cap ~$2.5T (1) ; including an estimated $31B+ (2) in new inflows during 2025, driven by clearer regulations, ETFs, and institutional participation reshaping capital flows Innovations like Bitcoin - backed lending activate dormant holdings for trading and structured products; digital asset trading volume has reached staggering levels, representing a dramatically higher turnover relative to market value than traditional public equities and signaling explosive velocity in trading and market activity Tokenized real - world assets (RWAs) grew from ~$5.5B to ~$25B in 2025 (3) Stablecoins expanded to over $300B (4) , enabling payments, yield, and tokenized ecosystems Daily stablecoin transaction volumes reached ~$30B+ (5) (annual total ~$33T, up significantly YoY) (6) ; represents massive untapped potential for wealth management platforms in tokenized finance Blockchain integration accelerating with digital cash equivalents and AI - driven assets positions platforms like Abra to capture institutional/high - net - worth demand for secure, accessible on - chain banking, lending, yield, and RWA tokenization (1) CoinGecko (February 2026). (2) Coin Telegraph (January 2026). (3) JP Morgan Research (February 2026). (4) The Block (October 2025). (5) McKinsey (July 2025). (6) Bloomberg (January 2026).
• Segregated, title - retaining accounts • Abra eliminates counterparty risk through a no - rehypothecation lending and yield framework • Client Focus: HNW investors, family offices and institutions • Channels: Direct, RIAs, and private banks ABRA’S SOLUTION – FOUNDATIONAL ON - CHAIN INFRASTRUCTURE FOR INSTITUTIONS & PRIVATE WEALTH PROPRIETARY AND CONFIDENTIAL 14 EXECUTIVE SUMMARY Executive Summary Abra aims to meet the complex, rigorous demands of institutional investors and sophisticated private wealth (HNWI, family offices, institutions), capturing segments of the digital asset market through on - chain access designed for accessibility and security Convergence & Regulated Infrastructure: Designed to be an on - chain bridge between traditional finance and wealth management Structural Tailwinds Driving Adoption: Private wealth is moving on - chain as Bitcoin, stablecoins, and RWA tokenization trends drive institutional adoption ACM Is Built for the New Financial World Order: Proprietary execution to deliver seamless, regulated on - chain finance Client - Owned, On - Chain SMA Vaults Institutional Distribution Channels AbraFi's On - Chain Execution Engine (1) • Stablecoins, yield, lending, RWA tokenization • 24/7 programmable settlement and routing Supported by Key Tailwinds Abra’s Solution (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
PROPRIETARY AND CONFIDENTIAL 15 ABRA CAPITAL MANAGEMENT (ACM) – INSTITUTIONAL - GRADE DIGITAL ASSET PLATFORM ACM is Abra's SEC - registered Investment Advisor (RIA) platform, delivering highly secure, regulated gateways for digital asset i nvesting with fiduciary - grade governance, transparency, and accessibility for HNWI, family offices, and institutions EXECUTIVE SUMMARY Executive Summary Core Security & Structure Client deposits held in segregated, separately managed accounts (SMAs) via client - owned on - chain vaults; off - chain keys for added protection; zero rehypothecation exposure for clients Comprehensive Products & Services Offers custody, trading, staking, borrowing, yield products, and RWA tokenization; supports seamless fiat/crypto funding thro ugh integrated KYC/AML channels; assets flow into title - retaining segregated vaults Regulated Custody & Tech Stack Operates under RIA license with fiduciary oversight; custody powered by secure multi - party computation (MPC) wallets; layered architecture integrates with public chains (Ethereum, Solana); custom UI for accessibility, access control, staking, OTC, bor row ing, and real - time reporting Counterparty Risk Elimination Vault architecture and on - chain smart contract settlement minimize reliance on intermediaries; eliminates third - party rehypothecation and centralized exposure for enhanced institutional trust Revenue Model Dual streams: (1) management fees (recurring AUM - based from institutional/RIA clients); (2) transaction revenue (trading, lendin g, staking, protocol participation fees) Access to AbraFi’s On - Chain Engine (1) Abra's ACM platform will leverage AbraFi’s blockchain infrastructure connecting real - world assets (RWAs) to on - chain finance; enables stablecoins (including USDAF, a scalable, fully - backed synthetic dollar on Solana), yield generation, structured strateg ies, on - chain borrowing/lending, and accessible programmable payments; generates protocol revenue from usage and transactions (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
PROPRIETARY AND CONFIDENTIAL 16 EXECUTIVE SUMMARY ABRA APP: UNIFIED DIGITAL ASSET WEALTH EXPERIENCE* Executive Summary The Abra app will consolidate custody, trading, lending, yield strategies, and portfolio management into a single, intuitive pla tform designed to attract and retain high - value clients All Digital Asset Capabilities in One Platform • Manage trading, yield, borrowing, and asset allocation through a single interface • Eliminates fragmented functions across exchanges, wallets, and Decentralized Finance (DeFi) applications Simplifies Complex Strategies • Converts sophisticated on - chain financial tools into familiar wealth management workflows • Automated execution, monitoring, and reporting improve accessibility for advisors and clients Institutional - Quality Client Experience • Advanced portfolio analytics, performance tracking, and risk visibility • Designed for RIAs, family offices, and institutional users managing multi - asset portfolios Mobile - First, Global Accessibility • 24/7 access to liquidity, transactions, and portfolio management • Mobile and web - native interface supports seamless client engagement worldwide Drives Client Growth and Asset Consolidation • Encourages clients to consolidate assets within a single platform • Expands wallet share through integrated product cross - sell and strategy adoption The Abra app aims to transform digital assets into a seamless, scalable wealth management experience that accelerates client acquisition, engagement, and long - term asset growth * As of the date of this presentation, Abra's retail app is under development; Abra anticipates launching this app in 1H 2026 .
PROPRIETARY AND CONFIDENTIAL 17 ABRAFI – TOKENIZATION PLATFORM FOR RWAS & DIGITAL CURRENCIES ON SOLANA (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. (2) Coin Telegraph (January 2025). (3) Standard Chartered (June 2024) Abra will use AbraFi's Solana - native RWA and synthetic dollar protocol, previewed at Solana Breakpoint 2025, to be governed by a user - owned DAO with AFI, positioning Solana for institutional RWA leadership with services launching in H1 2026. AbraFi (1) Massive Market Opportunity — Stablecoins process $27T+ in annual volume (exceeding Visa) (2) ; RWA tokenization projected to reach $30T by 2034 (Standard Chartered) (3) . Institutions demand secure, accessible exposure — AbraFi delivers via regulated rails through ACM integration (RIA framework) Key Differentiators — Vertically integrated yield, lending, and custody; protocol fees on every transaction create scalable, headcount - independent revenue Why Now: Structural Tailwinds — Pro - crypto regulatory momentum unlocking institutional capital; RWA tokenization emerging as the next major wave (BlackRock, Franklin Templeton active); Solana’s high - throughput ecosystem accelerating execution for tokenized asset s and DeFi Flagship Product: USDAF — Fully backed, delta - neutral synthetic dollar, invented by Bill Barhydt in 2015, expected to be collateralized by SOL/USDT/USDC and hedged for peg stability, with USDAF — a staked, yield - bearing variant enabling native yield, treasury tools, on - chain FX, liquidity routing, and optimization Core Capabilities & Expansion — Composable RWA and permissioned DeFi stack with modular yield strategies; open, developer - ready architecture (Phantom, Solana/Ethereum); institutional - grade accessibility; global distribution via ACM custody; AFI - powered gov ernance and incentives EXECUTIVE SUMMARY Executive Summary
USDAF – ABRAFI’S REVOLUTIONARY YIELD - BEARING SYNTHETIC STABLECOIN 18 PROPRIETARY AND CONFIDENTIAL (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. (2) Arkham (October 2025), McKinsey (July 2025). Stability & Yield Mechanism Delta - neutral, DeFi - hedged strategies keep the peg stable, with real - time transparent collateral across diversified assets (e.g. , SOL, USDC/USDT). Users stake USDAF to mint USDAF and earn yield from protocol rewards, staking, and derivatives strategies Launch & Traction Previewed at Solana Breakpoint 2025 in partnership with Solana; ~$35M raised to date with $50M+ targeted by Q1 2026; products go ing live and expanding in early 2026 Competitive Edge Built entirely in - house and vertically integrated with Abra’s custody, lending, and yield stack, led by a team with deep digital - asset experience (Bill Barhydt pioneered synthetic stablecoins in 2015). Overview & Market USDAF is AbraFi’s first product (1) : a fully backed, yield - bearing synthetic dollar for institutional exposure, targeting the fast - growing $300B+ stablecoin market in 2025 and the strong demand for passive dollar yield (2) Offering Built on Solana for speed and low fees, offering decentralized, permissionless access with no single counterparty risk; valid ate d demand from peers like Ethena; monetization via protocol fees and AFI governance tokens Ecosystem Impact USDAF anchors AbraFi’s institutional offering, enabling scalable on - chain yield, treasury tools, and RWA integration, positionin g Abra at the forefront of tokenized finance EXECUTIVE SUMMARY Executive Summary
FINANCIAL OVERVIEW
MULTI - PRODUCT STRATEGY DRIVING DIVERSIFIED REVENUE STREAMS 0 20 PROPRIETARY AND CONFIDENTIAL 20 FINANCIAL HIGHLIGHTS Financial Overview Abra Tokenize ACM Management & Custody Fees Monthly r ecurring fees earned on client assets held and managed within segregated SMA vaults Trading & Conversion Revenue Transactional f ees generated from client trading activity, asset conversions, and liquidity execution Lending & Collateral Services Monthly r evenue from secured borrowing activity and capital deployed into yield strategies Yield & Strategy Participation Recurring r evenue from capital deployed into on - chain yield strategies, liquidity programs, and structured digital asset exposures Protocol Carry / Performance Share Economic participation in strategy performance through carry or revenue share generated on AbraFi - enabled products Governance Token Monetization Value realization through strategic sales, allocation, or ecosystem growth of the AbraFi governance token Multi Product Strategy Management Fee Transactional Revenue Strategic On - Chain Treasury Deployment AbraFi (1) (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
WE BELIEVE ABRA IS POSITIONED TO ADDRESS GROWING DEMAND OF THE DIGITAL ASSET MARKET BEYOND BITCOIN PROPRIETARY AND CONFIDENTIAL 21 FINANCIAL HIGHLIGHTS Financial Overview Abra’s Position for AUM Capture Crypto & Bitcoin Price Trajectory Bitcoin remains the primary institutional entry asset Long - term market scenarios implies BTC and overall market upside, supporting higher balances, collateral capacity, and activity. Under a bullish base case, BTC could reach $200K – $250K (1) by 2026 year end, based on a bullish projection by Fundstrat Global Advisors Key Market Drivers Across the Full Digital Asset Stack Bitcoin Momentum and Expanding Digital Asset Adoption Support a Broad Growth Opportunity for Abra Tokenization Momentum Beyond Bitcoin Real - world asset tokenization at ~$25B today (2) , projected to reach ~$30T by 2034 (3) , far surpassing crypto’s current total market capitalization of ~$2.5T (4) Stablecoins and tokenized instruments expanding on - chain liquidity and settlement use cases Institutional Allocation Advisors, family offices, and corporates seeking regulated custody, yield, and collateral solutions, with 1/3 of advisors investing in crypto for clients in 2025 (5) Adoption moving from exploratory exposure toward portfolio integration and utility Retail Adoption Growth in mobile app, wallet adoption and stablecoin usage supports long - term demand for crypto - native financial services Users increasingly seeking yield, borrowing, and payments functionality — not just trading Built for Crypto AND Broader RWA Tokenization • Secure custody and advisory infrastructure capturing crypto - driven inflows and balances • Platform intentionally built to support stablecoins, multiple cryptocurrencies, yield strategies, and tokenized assets as adoption broadens Captures Both Institutional + Retail Demand • RIA distribution, HNW onboarding, and app - driven growth channels • Retail accessibility through mobile app without compromising institutional - grade custody and title - retaining SMA architecture Enabling On - Chain Financial Utility • AbraFi infrastructure being developed for tokenized finance growth (6) • Unified custody, lending, and yield services designed for scalable on - chain capital deployment (1) Fundstrat Global Advisors (January 2026). (2) JP Morgan Research (February 2026). (3) Standard Chartered (June 2024). (4) CoinGecko (February 2026). (5) Bitwise (January 2025). (6) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
2025A 2026E 2027E ACM Abra Tokenize 2025A 2026E 2027E HNW RIA / Institutional App Financial Overview PROPRIETARY AND CONFIDENTIAL 22 FINANCIAL HIGHLIGHTS Note: AUM is recorded at year end. (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. The se forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and client growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the date of th is presentation, certain products and structures described herein are not subject to standardized industry metrics and theref ore it may be difficult to compare the data here in with that of comparable companies. Assumes base case assumption of Bitcoin price of $80 ,000. (2) Assumes consummation of Business Combination in July 2026, resulting in net proceeds of $150M, which will be used by Abra fo r growth capital and general corporate purposes. (3) Represents the sum of new deposit inflows recorded during the month in which they are received. Amount of new deposits is hi gher than AUM as of December 31, 2025 as a result of decline in market value after such deposits were completed. ABRA FINANCIAL SUMMARY / MANAGEMENT FORECASTS (1)(2) ACM AUM (Year End) Net Revenue ~$175M $5M ~$43M ~$20M ~$23M ~$105M ~$70M ~$11B ~$2B $334M ~$1B ~$1B ~$5B ~$4B ~$3B Attained RIA Status in April 2024 2025 New Deposits (3) : $543M
PROPRIETARY AND CONFIDENTIAL 23 DRIVERS OF ABRA’S GROWTH PROJECTIONS (1) FINANCIAL HIGHLIGHTS Financial Overview Significant AUM Momentum With Key Growth Drivers Retail App Launch Planned (H1 2026) • Launch of retail app to accelerate funded accounts and deposits • Retail channel projected to contribute ~20% of total AUM by 2027E • Digital channel supporting incremental HNW acquisition AUM Expansion and Diversification • AUM expansion driven by net new client inflows across HNW and RIA / institutional channels, rather than digital asset price appreciation or growth from existing clients • Institutional pipeline development to be supported by targeted campaigns and proactive sourcing to drive mandate conversion Scaling Sales & Marketing Engine • Expanded S&M motion, new CMO and sales team hires to deepen pipeline, increase institutional penetration and accelerate capital inflows • Enables sales funnel expansion through outbound marketing, events, meetings and conversion rates (from registration, to KYC, to funding) Revenue Engine Supporting Abra’s Growth ACM • Management & Custody Fees: AUM expansion increases management fees across yield, collateralized lending, and custody • Trading & Conversion Revenue: Increasing transactional revenue as AUM grows; new capital inflows drive more origination, trading and conversion revenue • Product Expansion: Expanded offerings such as new yield and structured products to increase wallet share per client • Cross - Sell Opportunity: New integrated app designed to enable seamless client interaction, trading and usage across products Abra Tokenize (3) • Tokenized Products on AbraFi: Launch of tokenized products in AbraFi ecosystem and broader USDAF adoption to expand product breadth and drive higher platform utilization • Investment Income: Abra’s expanding treasury of digital assets to drive revenue growth through active yield strategies and deployment • $AFI Monetization: Monetization of the $AFI governance token as platform engagement and ecosystem usage increase Note: Assumptions regarding USDAF based upon Athena (closest identified synthetic dollar comparable). (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. The se forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and client growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the date of th is presentation, certain products and structures described herein are not subject to standardized industry metrics and theref ore it may be difficult to compare the data here in with that of comparable companies. (2) Assumptions include (x) increased S&M spend and CMO onboarding in 1H 2026; (y) average HNW, institutional and retail inve stm ents of $350,000, $5,000,000 and $10,000, respectively, based on management professional experience and legacy Plutus data; a nd (z) new client conversion rates generally consistent with existing conversion rates and based upon management professional ex per ience (3) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. Growth projected to be driven primarily by net new client acquisition, channel expansion, and product adoption under stable market pricing assumptions (2)
Financial Overview PROPRIETARY AND CONFIDENTIAL 24 FINANCIAL HIGHLIGHTS Source: Management estimates. (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. These forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and c lient growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the dat e of this presentation, certain products and structures described herein are not subject to standardized industry metrics and therefore it may be difficult to compare the data here in with that of comparable companies. (2) Average of daily closing price (4.00pm ET) over the last 12 months as of 2/19/2026, FactSet. 2027E AUM & REVENUE SENSITIVITY ACROSS MARKET SCENARIOS Bull Base Bear ~$14B ~$11B ~$10B AUM 27E ~$205M ~$175M ~$160M Revenue 27E Key Assumptions (1) • $70,000 BTC avg price • Softer crypto market with lower BTC prices and activity • Slower institutional funding and longer onboarding cycles • $80,000 BTC avg price, compared to ~$99,000 avg price of last 12 months (2) • Stable market with status quo BTC prices • Steady onboarding across institutional, HNW, and RIA channels as per business plan • $100,000 BTC avg price • Strong crypto market with higher BTC prices trading activity • Accelerated institutional and RIA inflows
27% 67% 7% TRANSACTION OVERVIEW 25 PROPRIETARY AND CONFIDENTIAL Financial Overview FINANCIAL HIGHLIGHTS ▪ Abra to be acquired by New Providence Acquisition Corp. III at a Pre - Money Equity Value of ~$750 million ▪ Transaction may result in up to $270 million in proceeds to Abra, assuming zero redemptions ▪ Abra to roll 100% of existing shares Uses Sources $750.0 Rollover Equity Value $750.0 Issuance of Shares $280.4 Cash to Balance Sheet $301.7 SPAC Cash in Trust $30.0 Est. Fees and Expenses $8.7 Abra Existing Cash (1) $1,060.4 Total Uses $1,060.4 Total Sources Abra Shareholders Pro Forma Valuation Summary $10.00 Assumed Share Price 112.7 Pro Forma Shares Outstanding (M) $1,126.7 Pro Forma Equity Value ($280.4) ( - ) Net cash on balance sheet $846.3 Pro Forma Enterprise Value NPAC Sponsor Key Highlights Pro Forma Valuation at Closing ($M, except per share data) Estimated Sources and Uses ($M) Pro Forma Ownership (2) (1) Existing cash reflects Abra’s current cash balance and digital asset holdings, assuming digital asset prices as of 3/6/20 26. (2) Pro forma share ownership and share count exclude the impact of (i) public and private placement warrants issued by NPA a nd (ii) any outstanding Abra equity awards that will be rolled over and assumed by the Combined Company at closing; the ownershi p percentages presented herein reflect Abra Company rollover into 75.0M shares and do not give effect to the potential dilutive im pact of such assumed options and warrants. Percentages presented in the pie chart do not total 100% due to rounding. NPAC Shareholders
COMPELLING VALUATION VS. PUBLIC PEERS TODAY PROPRIETARY AND CONFIDENTIAL 26 Tokenization Infrastructure Digital Asset Exchanges Diversified Financial Services Current Abra valuation at a discount to peers EV / 27E Rev (1) Source: Consensus estimates from FactSet and Capital IQ as of 2/27/2026. Note: Forward revenue valuation metrics are based on CY2027E estimates. (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. These forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and cl ient growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the dat e of this presentation, certain products and structures described herein are not subject to standardized industry metrics and therefore it may be difficult to compare the data here in with that of comparable companies. Financial Overview FINANCIAL HIGHLIGHTS 4.3x 8.9x 11.2x 5.6x 12.2x 4.8x 8.2x 5.0x Mean: 9.6x Mean: 6.0x
Risk Factors RISKS RELATED TO ABRA Risks Related to Abra’s Business • Abra earns substantially all of its revenues based on assets under management (“AUM”), and any reduction in AUM, or the value of AUM, would reduce its revenues. • Abra’s business focuses on digital assets and its operating results will be affected by fluctuations in the prices of digital as sets, the effects of which may include, among other impacts, fluctuations in digital asset transaction volumes, client AUM and the value of digital assets Abra holds on its balance sheet. • Executing Abra’s business plans includes operational risks that may materially and adversely affect its performance and resul ts, and Abra may not be effective in mitigating any such risk. • Abra’s business depends on its ability to effectively invest in, implement improvements to, and properly maintain the uninter rup ted operation, security and integrity of, its operating platform and other information technology and business systems. • Abra’s products rely on third - party decentralized finance (“DeFi”) protocols and software that could be subject to risks such as hacks, bugs and exploits, which could cause client losses, expose Abra to risks and adversely impact its business. • Assets that Abra manages may be exposed to counterparty risk in various investment strategies, and a counterparty’s failure c oul d result in client losses and adversely affect its business. • Abra’s historical financial statements and results are not necessarily representative of future performance or the full exten t o f the potential variability in AUM and revenues derived therefrom that it may experience in the future. • Abra’s plans to tokenize real - word assets (“RWA”) are developing and may take longer to effectuate and not be as successful as m anagement presently anticipates. • Abra relies on information provided by clients and third parties, and inaccuracies in such information could adversely affect it s advisory services and expose it to liability. • Abra’s business is highly dependent on key personnel, including its chief executive officer, and the loss of such individuals co uld materially adversely affect operations. • Abra’s chief executive officer’s public profile may subject us to heightened regulatory scrutiny, investigations, or inquirie s, regardless of whether any violation has occurred, which could be costly and distracting regardless of whether it has engaged in any unlawful conduct. • If Abra is unable to successfully identify, hire and retain qualified individuals, it will not be able to implement its growt h s trategy successfully. • The emergence or growth of novel or other digital assets, including those with significance private or public sector backing, in cluding by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and other digital assets and adversely affect the value of Abra and its clients’ assets or other aspects of Abra’s bu sin ess. • Abra Capital Management, LP (“ACM”) became a registered investment advisor relatively recently and certain products and servi ces that Abra offers and expects to offer, including through AbraFi, are new and developing. which may present challenges and risks that Abra cannot or does not foresee. • Abra’s partnership with AbraFi, which is not a subsidiary or affiliate of Abra, is newly - established and unproven. • Abra expects to retain a portion, which may be significant, of all AbraFi tokens (“AFI Tokens”) in circulation at any time, w hic h may create governance, control, and conflict - of - interest risks. • AbraFi anticipates transitioning aspects of AFI token administration to a decentralized autonomous organization (“DAO”) in a cco rdance with the terms of applicable smart contracts and, over time, expects an increasing proportion of AFI governance tokens and associate voting rights to be distributed or sold to its clients. Such transition has not yet occurred and may not occur in a timely fashion or ever at all. • Abra’s retail app is currently under development and Abra cannot guarantee that all of the app’s planned features, once launc hed , will be immediately available, attractive or widely - used by customers. • Abra operates in highly competitive industries and compete against unregulated or less regulated companies and companies with gr eater financial and other resources, including established financial institutions, asset managers, banks and other financial services firms. Abra’s business, operating results, and financial condition may be adversely affected if it is unable to respond to its competitors effectively. • Abra may not be able to successfully implement its business plans or growth strategy on a timely basis or at all. If Abra fai ls to manage its growth effectively, this may adversely affect its operating results, prospects and the trading price of the Combined Company’s common stock. • The nature of Abra’s business requires the application of complex financial accounting rules, and there is limited guidance f rom accounting standard setting bodies. If financial accounting standards undergo significant changes, Abra’s operating results could be adversely affected. • Abra’s estimates of market opportunity and management’s forecasts with respect to company growth and market opportunity are i llu strative, based on certain assumptions, and may prove to be inaccurate. • If the digital assets that Abra holds on its balance sheet are determined to constitute “securities” for purposes of the Inve stm ent Company Act of 1940 (the “Investment Company Act”) and represent a significant portion of its total assets, Abra could be deemed an investment company required to register under the Investment Company Act, which would subject it to b urd ensome regulatory requirements, could impede its ability to consummate the proposed Business Combination and could restrict its future business activities. • A determination that a digital asset is a “security,” or that an activity in which Abra engages involves a “securities transa cti on” for purposes of U.S. federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally. Such determinations could also result in increased regulatory scrutiny and compliance obligations, whi ch could adversely impact Abra’s business, AUM, revenues and results of operations as well as the market price of its common stock. • If the SEC or any other party alleges that services Abra provides involve unregistered offers and sales of securities or unre gis tered securities broker - dealer activity in violation of the Securities Act or the Exchange Act and the courts agree, Abra may be required to cease such activities and may be subject to monetary and other penalties or other liabilities. • Abra derives substantially all of its revenues from advisory contracts that may be terminated upon short or no notice. • When client assets are deployed through omnibus or pooled structures for operational or protocol reasons, Abra must maintain com plex allocation, reconciliation, and recordkeeping processes, and failures in such processes could result in financial losses, client disputes, regulatory scrutiny and reputational harm. PROPRIETARY AND CONFIDENTIAL 27 RISK FACTORS
Risk Factors RISKS RELATED TO ABRA (Continued) • Failure to comply with investment guidelines set by Abra’s clients, or errors, misconduct, or fraud by Abra’s personnel, coul d r esult in client losses, claims against Abra, regulatory scrutiny or a decline in its AUM. • Conflicts of interest inherent in Abra’s advisory business, including those relating to affiliate relationships, personal tra din g, allocation of opportunities and performance - based fees, could subject Abra to regulatory scrutiny, client disputes, and reputational harm. • If Abra chooses to hedge its exposures, such hedging transactions may be ineffective or reduce its overall performance. • Short sales, borrowings and leverage of digital assets pose additional risks. • Any failure to obtain, maintain, protect, defend or enforce Abra’s intellectual property and other proprietary rights could a dve rsely affect its business, financial condition and results of operations. Risks Related to Digital Assets • Digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty. • Transactions executed through digital asset trading platforms, many of which operate in a rapidly evolving regulatory environ men t and may lack the transparency, investor protections and operational safeguards associated with more established financial markets involve high degrees of risk and are not insured by the FDIC or SIPC. Such venues may are also sus ceptible to fraud, cybersecurity incidents, market manipulation and operational disruptions, which failures could negatively affect the value and liquidity of digital assets held in Abra’s client accounts that Abra manages and expose Ab ra to reputational harm, client claims and decline in AUM and revenues. • The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of ris ks. • Blockchain networks, digital assets and the digital asset trading platforms on which these assets are traded are dependent on in ternet and other blockchain infrastructure and susceptible to system failures, security risks and rapid technological change. • Blockchain protocol changes or “forks” affecting digital assets held in client accounts could create operational, valuation a nd liquidity challenges and adversely affect Abra’s business. • Client accounts that Abra manages may engage in DeFi activities, and failures, vulnerabilities or disruptions in DeFi protoco ls could result in client losses and expose us to operational, legal and reputational risks. • Transactions executed through DeFi protocols may be irreversible, and failures, exploits or liquidity constraints could preve nt Abra from unwinding positions or mitigating losses. • Client accounts that Abra manages may engage in transactions on DeFi protocols involving the provision of and access to liqui dit y of various types of digital assets using liquidity pools, which involve a number of risks and uncertainties and may expose Abra’s AUM to concentrated risks that could result in rapid losses, reduced liquidity and increased client red emp tions. • Custodying of Abra’s and its clients’ Bitcoin and other digital assets involves risks, including the loss or destruction of private keys r equired to access Abra’s and its clients’ Bitcoin and other digital assets. • The U.S. federal income tax treatment of transactions in digital assets is unclear and may change. Risks Related to Market and Investment Performance • Unfavorable market conditions could adversely affect Abra’s business in many ways, including by reducing the fee revenue and new deposits received from client accounts, if any, or reducing its ability to attract and retain new clients. • There are no guarantees that participating in Abra's services, products, strategies or offerings will result in favorable out com es for clients. If Abra’s investment or trading strategies perform poorly, clients could redeem their assets, it may become more difficult to attract new client investments, and Abra could suffer a decline in its AUM, which would reduce its r eve nues and ability to grow successfully. • Abra’s clients’ portfolios are heavily concentrated around Bitcoin, Ethereum and Solana, which are highly correlated. Signifi can t allocations to particular digital assets or asset classes in client accounts may result in underperformance relative to other market opportunities, which could reduce Abra’s AUM and advisory revenues. • If investments in, or transactions involving, digital assets decline, Abra’s platform offerings would be less attractive in t he marketplace and its results of operations would suffer. Risks Related to Regulatory, Legal and Reputational Matters • Abra is a holding company and its advisory activities are conducted through a registered investment adviser (“RIA”) subsidiar y, which means the parent company is not registered as an investment company under the Investment Company Act of 1940 and is not itself registered as an RIA. Investors in the parent company may have incorrect assumptions ab out the regulatory status of Abra and related investor protections even though investors in the parent company do not receive the protections applicable to investors in mutual funds and exchange - traded funds. • Abra may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affec t i ts business, financial condition, and results of operations. • Certain digital assets and transactions in client accounts may be subject to regulatory authority by the SEC, CFTC or other r egu latory agencies. Any fraudulent or manipulative trading activity affecting such assets could subject Abra to increased regulatory scrutiny, enforcement, and litigation. • As Abra’s business develops and grows, Abra may need to secure additional licenses, permits and approvals to operate its busi nes s in accordance with management’s plans. • Regulatory proceedings, litigation, settlement terms and negative publicity involving related entities operating under the “A bra ” brand or formerly associated with Plutus Financial Holdings, Inc. may limit aspects of Abra’s operations and adversely affect its business and reputation and subject Abra to increased regulatory scrutiny. • From time to time, Abra may be involved in legal and regulatory investigations or proceedings and commercial or contractual d isp utes, which could have an adverse impact on its financial condition and results of operations. • The regulatory environment in which Abra operates is subject to continual change and regulatory developments designed to incr eas e oversight, which may materially and adversely affect its business. PROPRIETARY AND CONFIDENTIAL 28 RISK FACTORS
Risk Factors RISKS RELATED TO ABRA (Continued) • The asset management business is highly regulated and regulators may apply or interpret these regulations with respect to dig ita l assets in novel and unexpected ways. • Abra’s operating results and prospects may suffer if aspects of the services or products it offers are determined not to comp ly with applicable legal requirements or Abra becomes subject to governmental investigations or proceedings that distract management from other activities or increase costs. • Competing industries may have more influence with policymakers than the digital asset industry, which could lead to the adopt ion of laws and regulations that are harmful to the digital asset industry and Abra’s business. • Legislative or regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies could restrict the us e o f one or more digital assets, the ability to enter into transactions referencing digital assets, validating or mining activity, the operation of digital asset networks or digital asset trading platforms in a manner that adversely affect s A bra’s business. • Legislative or regulatory changes or actions in foreign jurisdictions may affect Abra’s business or restrict the use of one o r m ore digital assets, transactions referencing digital assets, mining activity or the operation of their networks or the digital asset trading platform market in a manner that adversely affects Abra’s business. Risks Related to Third Parties • Abra’s business relies on third parties, including digital asset trading platforms, custodians, blockchain networks, internet an d cloud infrastructure providers, and other service providers, which subject Abra to risks that it may not be able to control or remediate. • Assets that Abra manages are typically held with third - party custodians, including digital asset custodians, and a failure by su ch custodians or other service providers to safeguard those assets could result in client losses and adversely affect Abra’s business. • Disruptions to Abra’s information technology systems or infrastructure, or those of third parties and digital asset infrastru ctu re providers on which its business relies, whether caused by cybersecurity incidents, natural disasters, pandemics, geopolitical events or other force majeure events could impair Abra’s ability to execute transactions, access clie nt assets or provide services to clients. Such disruptions to Abra’s businesses could damage its reputation, increase its costs, and have a material adverse effect on its business, financial condition and results of operations. • Any inability to maintain adequate relationships with affiliates, third - party financial institutions and trading venues with res pect to, and any inability to settle customer trades related to, Abra’s digital asset strategies, may adversely affect its business, financial condition and results of operations. General Risks • Recent macroeconomic pressures resulting from ongoing geopolitical or other matters may have an adverse impact on Abra’s busi nes s, financial results and prospects. • Inflation and increased interest rates may adversely affect Abra’s financial condition and results of operations. • Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing tr ade agreements, could have a material adverse effect on global economic conditions and Abra’s business, financial operations and prospects. • Abra obtains and processes sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such d ata could harm Abra’s reputation, as well as have an adverse effect on its business. • Abra’s insurance coverage may not be adequate to protect it from all business risks. Risks Related to SPAC and the Proposed Business Combination • The ability of SPAC shareholders to exercise redemption rights with respect to a large number of public shares, the terms of the proposed Business Combination and other factors may not allow SPAC to complete the proposed Business Combination or optimize its capital structure. • There is no assurance that SPAC’s diligence will reveal all material risks that may be present with regard to Abra. If SPAC’s du e diligence investigation was inadequate, shareholders of SPAC and the Combined Company could lose some or all of their investment. • Past performance by any member of the SPAC management team or the board of directors of SPAC, the SPAC’s sponsor (the “Sponso r”) or any of their respective affiliates, may not be indicative of future performance of an investment in SPAC or the Combined Company. • SPAC’s Sponsor, directors and officers have potential conflicts of interest in recommending that SPAC shareholders vote in fa vor of the proposed Business Combination. • If the proposed Business Combination is not approved and SPAC does not consummate another initial business combination by its de adline, then the Sponsor’s shares and warrants of SPAC will become worthless and the expenses it has incurred will not be reimbursed. These interests may influence the Sponsor’s decision to approve the proposed Business Co mbi nation. • SPAC’s Sponsor, directors and officers have agreed to vote in favor of the proposed Business Combination, which will increase th e likelihood that the SPAC will receive the requisite shareholder approval of the proposed Business Combination. • SPAC may not have valued Abra’s business and prospects accurately, which could affect trading prices of the Combined Company’ s c ommon stock after closing. • The proposed Business Combination and the transactions contemplated thereby may be approved regardless of how SPAC’s public s har eholders vote. Holders of SPAC founder shares, including SPAC’s Sponsor, directors and officers and any of their respective affiliates, may receive a positive return on such shares, even if SPAC’s public shareholders expe rie nce a negative return on their investment after the consummation of the proposed Business Combination. PROPRIETARY AND CONFIDENTIAL 29 RISK FACTORS
Risk Factors RISKS RELATED TO ABRA (Continued) • SPAC and Abra will incur significant transaction and transition costs in connection with the proposed Business Combination, w hic h will limit the amount of proceeds, if any, from the proposed Business Combination and any related financing transactions available to the Combined Company to carry out its business plans. • If the conditions to the proposed Business Combination are not met, the proposed Business Combination may not occur. • The Business Combination Agreement contains provisions that limit SPAC from seeking an alternative business combination. • The Combined Company will need to satisfy initial listing requirements of the national securities exchange on which the Combi ned Company’s shares are listed at Closing, its status as a “shell company” may impact the Combined Company’s ability to maintain compliance with exchange listing requirements and restrict reliance on certain rules or forms i n c onnection with the offering, sale or resale of securities. • SPAC’s shareholders will experience significant dilution as a consequence of the proposed Business Combination and related fi nan cings, if any. • SPAC and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions t hat allow for a post - closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties in the Business Combination Agreement made by Abra or any other party thereto ultimately prove s t o be inaccurate or incorrect. • Negative developments in the cryptocurrency industry, including fraud, cybercrime or platform failures, may result in unfavor abl e publicity and could impact investor sentiment with respect to the Combined Company after the proposed Business Combination even if the Combined Company is not directly involved in any of the reported events. • Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact busines s p rospects of the Combined Company after the proposed Business Combination. Risks Related to Operating as a Public Company • The Combined Company will require additional capital to pursue its business plans, which may not be available on favorable te rms , or at all. • Future sales and issuances of the Combined Company’s common stock or rights to purchase common stock, including pursuant to e qui ty incentive plans, in connection with strategic or commercial transactions and future capital raise or other financing transactions, if any, may result in material dilution of the percentage ownership of the Combined Company’s s toc kholders and could cause the Combined Company’s stock price to decline. • The Combined Company’s trading prices are expected to be highly correlated with the price of Bitcoin and other digital assets , w hich may change between the time the parties enter into definitive agreements related to the proposed Business Combination transaction and the Closing, if any, of the transaction and any time after the proposed Business Combina tio n is consummated. • The Combined Company’s quarterly operating results, revenues, and expenses may fluctuate significantly, including as a result of volatility in digital asset market conditions, which could have an adverse effect on the market price of its common stock. • There can be no assurances that a liquid trading market for the Combined Company’s common stock will develop or be maintained af ter closing of the proposed Business Combination. • Redemptions by SPAC public shareholders prior to or in connection with the Closing will reduce proceeds from the SPAC trust a cco unt available to Abra from the proposed Business Combination. • Abra has not previously been a public company and Abra’s management has limited experience operating a public company. Operat ing as a public company will require significant management attention and increased costs, which may strain resources and divert focus from executing Abra’s business strategy. • The Combined Company will incur significant expenses and administrative burdens as a public company, which could have an adve rse effect on the Combined Company’s business, financial condition, and results of operations. • The Combined Company will be required to develop and maintain proper and effective internal control over financial reporting. • The Combined Company will need to hire additional personnel to satisfy its public reporting and other obligations. • The Combined Company is expected to qualify as an emerging growth company and smaller reporting company, eligible for exempti ons from certain disclosure requirements. The reduced disclosure may provide less information to investors, limiting comparability to common stock of other similar companies and reduce demand for, and the trading price of, th e Combined Company’s common stock. • If analysts publish unfavorable reports or do not provide research coverage of the Combined Company’s common stock, the tradi ng price and liquidity of the Combined Company’s common stock may be adversely affected. • There can be no assurance that the Combined Company will be able to comply with the continued listing standards of the nation al securities exchange on which Combined Company shares are listed. • The Combined Company does not anticipate paying any cash dividends in the foreseeable future. PROPRIETARY AND CONFIDENTIAL 30 RISK FACTORS
2027E Model & KPI Assumptions ANNEX A: KEY ASSUMPTIONS RELATING TO BASE CASE PROJECTIONS (1)(2) 31 PROPRIETARY AND CONFIDENTIAL 2026E Model & KPI Assumptions ACM ACM growth supported by new sales motion, including hiring a new CMO, distribution expansion, institutional pipeline development, & retail channel launch. • HNW clients growth from ~380 clients to ~1.5K; ~$850M AUM by 2026E year end • RIA / Institutional accounts scale from 0 to ~250; ~$1B AUM by 2026E year end • New app launch driving ~15K Funded App Accounts; ~$150M AUM by 2026E year end Abra Tokenize (3) Abra Tokenize drives incremental revenue and capital inflows through tokenized product expansion, USDAF balance growth, and governance token participation • Initial commitments of $50M seed funding to kickstart and accelerate AbraFi / USDAF adoption, driving ~$500M of assets deployed on - chain by 2026E year end • Expansion of Abra’s Digital Treasury of ~$150M for yield and capital deployment (1H 2026 projected launch date) Market Assumptions • BTC avg. price: $80,000 • Assumes no fundamental change in macro or crypto market drivers ACM Continued scaling of distribution, institutional mandate wins, and retail channel acceleration • HNW clients grow to ~13.5K HNW Clients; ~$5B AUM by 2027E year end • RIA / Institutional grow to ~730 Accounts; ~$4B AUM by 2027E year end • App download and funding acceleration with ~250K Funded App Accounts; ~$2B AUM by 2027E year end Abra Tokenize (3) Continued expansion of new tokenized products (equity, credit, structured yield, etc.) on AbraFi network • Increased USDAF circulation and ecosystem utilization with ~$1.8B of assets deployed on - chain • $AFI governance token participation enhancing capital efficiency and monetization Market Assumptions • BTC avg. price: $80,000 • Assumes no fundamental change in macro or crypto market drivers Annex A ANNEX A (1) The 2026E – 2027E projections have been prepared by management and reflect current estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. These forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections assume the achievement of stated operating, AUM, and client growth targets and do not assume material expansion in overall crypto or m arket conditions unless otherwise noted. As of the date of this presentation, certain products and structures described herein are not subject to standardized industry metrics and therefore it may be difficult to compare the data here in with that of comparabl e companies. (2) Assumes consummation of Business Combination in July 2026, resulting in net proceeds of $150M, which will be used by Abra fo r growth capital and general corporate purposes. (3) Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDAF. USDAF will not be available to U.S. person s d irectly, but will be available to U.S. clients of ACM.
THANK YOU INVESTOR DECK 32 PROPRIETARY & CONFIDENTIAL
FAQ
What transaction did New Providence Acquisition Corp. III (NPAC) announce with Abra?
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Filing Exhibits & Attachments
12 documentsPress Releases
Agreements & Contracts
- EX-10.1 FORM OF COMPANY SUPPORT AGREEMENT, DATED AS OF MARCH 16, 2026, BY AND AMONG NEW 70.6 KB
- EX-10.2 FORM OF LOCK-UP AGREEMENT, DATED AS OF MARCH 16, 2026, BY AND AMONG NEW PROVIDEN 44.9 KB
- EX-10.3 SPONSOR SUPPORT AGREEMENT, DATED AS OF MARCH 16, 2026, BY AND AMONG NEW PROVIDEN 57.6 KB
- EX-10.4 NON-COMPETITION AND NON-SOLICITATION AGREEMENT, DATED AS OF MARCH 16, 2026, BY A 70.4 KB
- EX-10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 119.2 KB
