December 4, 2024

Kevin Charlton
Chief Executive Officer
NewHold Investment Corp. III
52 Vanderbilt Avenue
Suite 2005
New York, NY 10017

       Re: NewHold Investment Corp. III
           Draft Registration Statement on Form S-1
           Submitted November 5, 2024
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted November 7, 2024
           CIK No.: 0002043699
Dear Kevin Charlton:

       We have reviewed your draft registration statement and the Amendment No.
1 and
have the following comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1.     We note your disclosure in paragraphs 7 and 8. Please revise to address
the finder   s
       fees, advisory fees, consulting fees or success fees you may pay, as
disclosed on page
       15. Also, we note your disclosure on page 45 regarding paying other
persons or
       entities salaries for advisory or other services. Please clarify if such
amounts are to be
       paid out of the administrative fee. Please provide disclosure regarding
this
       compensation here and in the tables on pages 15 and 121. Further, please
describe the
 December 4, 2024
Page 2

      extent to which compensation and the issuance of securities may result in
a
      material dilution of the purchasers    equity interests including that
the anti-
      dilution rights associated with the founder shares may result in material
dilution.
      Additionally, please revise to state whether the exercise of the private
warrants on a
      cashless basis and the conversion of the working capital loans into units
may result in
      a material dilution of the purchasers' equity interests. Please similarly
revise your
      disclosure on pages 16 and 121 outside the table to clearly state that
the conversion of
      the warrants on a cashless basis may result in material dilution. Please
refer to
      Items 1602(a)(3), 1602(b)(6), and 1603(a)(6) of Regulation S-K.
2.    In paragraph 8, please revise the cross-reference so that it is
highlighted by prominent
      type or in another manner. Please refer to Item 1602(a)(5) of Regulation
S-K.
3.    We note your disclosure on the cover page that you do not "intend" to use
proceeds to
      pay a possible excise tax. Please revise to clearly state that you will
not use proceeds
      to pay the possible excise tax, if true. Further, please add risk factor
disclosure to
      describe, if applicable, the risk that if existing SPAC investors elect
to redeem their
      shares such that their redemptions would subject you to the stock buyback
excise tax,
      the remaining shareholders that did not elect to redeem may economically
bear the
      impact of the excise tax.
Summary, page 1

4.    Please revise the appropriate section of your Summary to disclose that
your ability to
      identify and evaluate a target company may be impacted by significant
competition
      among other SPACs in pursuing a business combination transaction
candidate and
      that significant competition may impact the attractiveness of the
acquisition terms that
      you will be able to negotiate. In this regard, we note your disclosure on
page 60 that
      there are numerous other entities seeking targets with which you will
compete.
Sponsor Information, page 14

5.    We refer to your statement that Samy Hammad, Polly Schneck and Charlie
Baynes-
      Reid hold voting and investment discretion with respect to the sponsor's
securities,
      and all are managing members. However, we also note that you only refer
to Mr.
      Hammad and Ms. Schneck as holding direct or indirect material interests
in the
      sponsor. Please revise your disclosures to reconcile, or advise. Please
also clarify your
      reference to the non-managing sponsor investors in your discussion of
those with
      direct or indirect material interests in your sponsor. Please file any
agreements or
      forms of agreements with the non-managing sponsor investors as exhibits
or advise us
      why they are not material.
Founder Shares, page 25

6.    We note your statement that your sponsor, officers, and directors have
agreed to
      waive redemption rights with respect to founder shares and public shares,
and have
      agreed to vote founder shares and public shares in favor of the initial
business
      combination. Please revise here, and elsewhere as appropriate, to add
corresponding
      disclosures regarding any private shares owned by them.
7.    We refer to your statement on page 27 that if the non-managing sponsor
investors
 December 4, 2024
Page 3

       purchase "all" of the units for which they have expressed an interest,
then they will
       potentially have different interests than your public shareholders in
approving an
       initial business combination because of their indirect ownership of
founder shares.
       Please revise to clarify why such investors would not have these
different interests if
       they purchased less than "all" of the units for which they have
expressed an interest.
Appointment and removal. . . Voting Rights, page 29

8.     We refer to your statement that no public shares will be needed to
approve an initial
       business combination, assuming all outstanding shares are voted and
based on the
       requirement of approval of the transaction by the affirmative vote of at
least a
       majority of the votes cast. Please explain the calculation that is the
basis for that
       statement, or advise.
Use of Proceeds, page 101

9.     We note your statement in footnote 5 that you have assumed the cost for
the office
       and administrative support for only 12 months. Given that you have up to
24 months
       to complete the initial business combination, please advise why you have
not included
       costs assuming you continue for that period of time, and how you expect
to cover
       those costs if not from proceeds held outside the trust. Please also
explain the
       calculation for the amount, since we note your disclosure that you will
reimburse your
       sponsor $40,000 per month for use of office space and for administrative
support.
Proposed Business
Sponsor Information, page 119

10.    Please revise the table on page 122, and also on page 19, to clarify, if
true, that the
       180 day restriction is the lock-up agreement with the underwriters, and
also that such
       restriction can be waived with the prior written consent of BTIG, as you
disclose on
       page 203.
Executive Officer and Director Compensation, page 155

11.    Please revise to discuss the shares to be issued to your officers and
directors, as
       disclosed on page 14, and the nature of such issuance.
       Please contact Peter McPhun at 202-551-3581 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Dorrie Yale at
202-551-8776 with
any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Real
Estate & Construction
cc:   Giovanni Caruso, Esq.