エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 10, 2025
NewHold Investment Corp III
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42541 | 32-0781832 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
52 Vanderbilt Avenue
Suite 2005
New York, NY 10017
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 653-0153
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | NHICU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | NHIC | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | NHICW | 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 8.01. Other Events.
On April 10, 2025, NewHold Investment Corp III (the “Company”) announced that, commencing April 17, 2025, holders of the units sold in the Company's initial public offering completed on March 3, 2025 may elect to separately trade the Class A ordinary shares (the “Ordinary Shares”) of the Company and the warrants included in such units on The Nasdaq Global Market (“Nasdaq”). The Ordinary Shares and warrants that are separated will trade on Nasdaq under the symbols “NHIC” and “NHICW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “NHICU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the units into Ordinary Shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 10, 2025 | |
| 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.
| NEWHOLD INVESTMENT CORP III | |||
| By: | /s/ Polly Schneck | ||
| Name: | Polly Schneck | ||
| Title: | Chief Financial Officer | ||
| Dated: April 15, 2025 | |||
Exhibit 99.1
NewHold Investment Corp III Announces the Separate Trading of its Ordinary Shares and Warrants Commencing April 17, 2025
New York, New York, April 10, 2025 (GLOBE NEWSWIRE) -- NewHold Investment Corp III (the “Company”) announced today that, commencing April 17, 2025, holders of the units sold in the Company's initial public offering completed on March 3, 2025 may elect to separately trade the Class A ordinary shares (the “Ordinary Shares”) of the Company and the warrants included in such units on The Nasdaq Global Market (“Nasdaq”).
The Ordinary Shares and warrants that are separated will trade on Nasdaq under the symbols “NHIC” and “NHICW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “NHICU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the units into Ordinary Shares and warrants.
The units were initially offered by the Company in an underwritten offering. BTIG, LLC acted as sole book-running manager of the offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these 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.
About NewHold Investment Corp III
NewHold Investment Corp III is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue a business combination in any sector, the Company will primarily focus on growing industrial and business services companies. The Company is led by an experienced management team with Kevin Charlton as Chief Executive Officer, Samy Hammad as President and Chief Operating Officer and Polly Schneck as Chief Financial Officer. For more information visit https://nhicspac.com.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the separation of the units. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of NewHold Investment Corp III, including those set forth in the Risk Factors section of NewHold Investment Corp III’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. NewHold Investment Corp III undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Polly Schneck
Chief Financial Officer
pschneck@newholdllc.com
Investor & Media Contact:
Amanda Tarplin
amanda@tarplinconsulting.com