UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~March~~November 30, 22022 (November 29, 2022)

HUDSON EXECUTIVE INVESTMENT CORP. III

(Exact name of registrant as specified in its charter)

Delaware	001-40100	85-2617306
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~Address~~C/O ~~not~~MILBANK ~~applicable (Address of principal executive offices) (212) 521-8495 (Issuer's telephone number)~~LLP

~~Securities~~55 ~~registered~~HUDSON ~~pursuant to Section 12(b) of the Act:~~YARDS

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant	HIIIU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	HIII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	HIIIW	The Nasdaq Stock Market LLC

New York, New York 10001

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 521-8495

Not Applicable

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

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

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

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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant	HIIIU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	HIII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	HIIIW	The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~March 2~~November 29, 2022, ~~Ms. Roni Frank resigned as a director of~~ Hudson Executive Investment Corp. III (the “Company”). ~~Ms.~~issued ~~Frank’s~~a ~~resignation~~press ~~was~~release ~~not~~announcing that the ~~result~~Company’s board of ~~any~~directors ~~dispute~~has ordetermined ~~disagreement~~to ~~with~~dissolve and liquidate the Company orin accordance with its governing documents because it will not consummate an initial business combination within the ~~board~~time period required by its Amended and Restated Certificate of ~~directors~~Incorporation. All outstanding shares of common stock of the Company onissued ~~any~~in ~~matter~~connection ~~relating~~with to the Company’s ~~operations~~initial public offering will be redeemed at a per-share redemption price of approximately $10.10, ~~policies~~such orredemption ~~practices~~expected to occur on December 21, ~~including~~2022. ~~its~~A ~~controls~~copy of ~~financial-related~~the ~~matters~~press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed with this Form 8-K:


Exhibit No.		Description of Exhibits

99.1		Press Release, dated November 29, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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


HUDSON EXECUTIVE INVESTMENT CORP. III

By:		/s/ Ira Mosberg
Name:		Ira Mosberg
Title:		Chief Financial Officer

Dated: November 30, 2022

HUDSON EXECUTIVE INVESTMENT CORP. III

Date: March 4, 2022

/s/ Ira Mosberg

Ira Mosberg

Chief Financial Officer

Filing Compare · Hudson Executive Investment Corp. III