United States securities and exchange commission logo
August 3, 2021
Kevin Charlton
Chief Executive Officer
NewHold Investment Corp. II
12141 Wickchester Lane, Suite 325
Houston, TX 77079
Re: NewHold Investment
Corp. II
Amendment No. 2 to
Registration Statement on Form S-1
Filed July 21, 2021
File No. 333-254667
Dear Mr. Charlton:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed July 21,
2021
General
1. We note your disclosure
on the cover page and elsewhere that the anchor investors have
expressed an interest
to purchase an aggregate of $103,950,000 of units in the offering.
Please disclose whether
there is a ceiling on the amount that may be purchased by existing
stockholders and your
anchor investors and quantify any ceiling. If there is no ceiling,
please disclose the
potential material impact on the public investors. Additionally, please
tell us whether the
limited number of public investors would impact the company s listing
eligibility. Please
also add risk factor disclosure regarding any potential material impact
on the public
investors, such as the effect on liquidity. Finally, disclose whether the
Kevin Charlton
NewHold Investment Corp. II
August 3, 2021
Page 2
securities held by the anchor investors will be subject to any lock-up
provisions and
whether the anchor investors will acquire the units with the investment
intent to hold the
units.
Exhibits
2. We note that your underwriting agreement still references the units as
including one-
quarter of a warrant. Please file a revised underwriting agreement that
corrects the
reference to the number of warrants included in the units.
You may contact Frank Knapp at 202-551-3805 or Wilson Lee at
202-551-3468 if you
have questions regarding the financial statements and related matters. Please
contact Ronald
(Ron) E. Alper at 202-551-3329 or Jonathan Burr at 202-551-5833 with any other
questions.
Sincerely,
FirstName LastNameKevin Charlton
Division of
Corporation Finance
Comapany NameNewHold Investment Corp. II
Office of Real
Estate & Construction
August 3, 2021 Page 2
cc: Giovanni Caruso
FirstName LastName