Current Report Filing (8-k)
October 29 2021 - 4:38PM
Edgar (US Regulatory)
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
October 25, 2021
Date
of Report (Date of earliest event reported)
NewHold
Investment Corp. II
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-40944
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86-2298898
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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12141
Wickchester Lane, Suite 325
Houston,
TX
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77079
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 653-0153
N/A
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
As previously disclosed, on October
25, 2021, NewHold Investment Corp. II (the “Company”) consummated its initial public offering (the “IPO”)
of 17,500,000 units (the “Units”), each Unit consisting of one share of Class A common stock of the Company, par value
$0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each, a “Warrant”),
each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share (subject to adjustment).
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $175,000,000. The Company, pursuant to
an underwriting agreement dated October 20, 2021, by and between the Company and Stifel, Nicolaus & Company, Incorporated, as representative
of the several underwriters named therein (the “Underwriters”), granted the Underwriters a 45-day option to purchase
up to 2,625,000 additional Units solely to cover over-allotments, if any.
Simultaneously with the closing
of the IPO, the Company consummated a private placement (the “Private Placement”) with NewHold Industrial Technology
Holdings LLC II, the Company’s sponsor, and certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor LLC,
and Kepos Capital, L.P. of 8,657,705 warrants (the “Private Warrants”) in the aggregate, each at a purchase price of
$1.00 per Private Warrant, generating total proceeds to the Company of $8,657,705.
As of October 25, 2021, a
total of $176,750,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for
the benefit of the Company’s public stockholders at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust
Company, acting as trustee.
An audited balance sheet of the
Company as of October 25, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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:
October 29, 2021
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NEWHOLD
INVESTMENT CORP. II
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By:
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/s/
Kevin Charlton
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Name:
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Kevin
Charlton
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Title:
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Chief
Executive Officer
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