[SCHEDULE 13G/A] New Providence Acquisition Corp. III Warrants SEC Filing

Rhea-AI Filing Summary

MMCAP International Inc. SPC and MM Asset Management Inc. report beneficial ownership of 2,200,000 Class A ordinary shares of New Providence Acquisition Corp. III (CUSIP G6476A102), representing 7.12% of the class based on 23,600,000 shares outstanding as reported by the issuer. Both filers disclose shared voting and shared dispositive power and report no sole voting or dispositive power.

The filing states the securities were not acquired to change or influence control and discloses no group formation, parent/subsidiary acquisition, or other arrangements in this statement.

Positive

• Material disclosure of ownership: the filers report 2,200,000 shares (7.12%), meeting SEC transparency requirements
• Certification of non-control intent: filers state the shares were not acquired to change or influence control

Negative

• None.

Insights

Securities Analyst

TL;DR: A disclosed 7.12% stake is material but the filers deny intent to influence control, suggesting neutral immediate market impact.

The reported 2,200,000-share position crosses the 5% disclosure threshold and therefore is material for investors and proxy watchers. Both reporting persons claim only shared voting and dispositive powers, with no sole control, and include an explicit certification that the shares were not acquired to influence control. That reduces the likelihood of imminent activist activity, though the stake is large enough to be influential in contested votes if coordinated with other holders.

Corporate Governance Expert

TL;DR: Shared control indicates a passive or collaborative holding; absence of group classification lowers governance risk now.

The filing shows no sole voting or dispositive authority and specifically states no group affiliation or intent to change control. From a governance perspective, this points to a passive investor posture. However, shared voting power can become consequential if these holders align with other shareholders on governance matters.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

New Providence Acquisition Corp. III/Cayman

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G6476A102

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G6476A102

1

Names of Reporting Persons

MMCAP International Inc. SPC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,200,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.12 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: * The reporting person holds 2,200,000 Class A ordinary shares. **Based on 23,600,000 Class A ordinary shares outstanding of the Issuer, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on June 9, 2025.

SCHEDULE 13G

CUSIP No. G6476A102

1

Names of Reporting Persons

MM Asset Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,200,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.12 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: * The reporting person holds 2,200,000 Class A ordinary shares. **Based on 23,600,000 Class A ordinary shares outstanding of the Issuer, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on June 9, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: New Providence Acquisition Corp. III/Cayman
(b)	Address of issuer's principal executive offices: 401 S County Road #2588, Palm Beach, FLORIDA 33480
Item 2.
(a)	Name of person filing: MMCAP International Inc. SPC MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand Cayman, KY1-1108, Cayman Islands 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON M5J 2S1 Canada
(c)	Citizenship: Cayman Islands Ontario, Canada
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G6476A102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,200,000
(b)	Percent of class: 7.12 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,200,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,200,000
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MMCAP International Inc. SPC

Signature:	/s/ Ulla Vestergaard
Name/Title:	Director
Date:	08/12/2025

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	President
Date:	08/12/2025

FAQ

How many New Providence Acquisition Corp. III (NPACW) shares do MMCAP and MM Asset Management report?

They report beneficial ownership of 2,200,000 Class A ordinary shares.

What percentage of NPACW does 2,200,000 shares represent?

7.12% of the Class, based on 23,600,000 Class A shares outstanding as reported by the issuer.

Do the filers have voting or dispositive power over these NPACW shares?

Yes; both report shared voting power and shared dispositive power over the 2,200,000 shares and report no sole voting or dispositive power.

Does the filing indicate the holders seek to influence control of NPACW?

No; the filing includes a certification that the securities were not acquired to change or influence control of the issuer.

What is the CUSIP for the reported Class A shares?

G6476A102.

Where are the reporting entities organized?

MMCAP International Inc. SPC is organized in the Cayman Islands and MM Asset Management Inc. is organized in Ontario, Canada.