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 29, 2021
Date of Report (Date of earliest event reported)
NewHold Investment Corp. II
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-40944 | 86-2298898 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
12141 Wickchester Lane, Suite 325 Houston, TX | 77079 | |
(Address of Principal Executive Offices) | (Zip Code) |
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 a Current Report on Form 8-K dated October 29, 2021 (the “Current Report”), 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.
As previously disclosed in the Current Report, 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. 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.
On October 26, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,990,000 Units (the “Over-Allotment Units”), generating gross proceeds of $19,900,000 on October 29, 2021. Simultaneously with the sale of Over-Allotment Units, the Company consummated a Private Placement of an additional 597,000 Private Warrants at a purchase price of $1.00 per Private Warrant, generating gross proceeds of $597,000.
As of October 29, 2021, a total of $196,849,000 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.
An unaudited balance sheet of the Company as of October 29, 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
Exhibit No. | Description | |
99.1 | Unaudited Balance Sheet of NewHold Investment Corp. II as of October 29, 2021 |
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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: November 4, 2021 | ||
NEWHOLD INVESTMENT CORP. II | ||
By: | /s/ Kevin Charlton | |
Name: | Kevin Charlton | |
Title: | Chief Executive Officer |
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