Current Report Filing (8-k)
26 4월 2023 - 4:46AM
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2023-04-25
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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
April 25, 2023
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 |
| Class A Common Stock, par value $0.0001 per share |
|
NHIC |
|
The NASDAQ Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
NHICW |
|
The NASDAQ Stock Market LLC |
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant |
|
NHICU |
|
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 (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
On
April 25, 2023, NewHold Investment Corp. II (the “Company”) issued a press release announcing it will redeem all of its outstanding
shares of Class A common stock, par value $0.0001, effective as of the close of business on April 25, 2023, because the Company was unable
to file a registration statement with the United States Securities and Exchange Commission within the time period required by its amended
and restated certificate of incorporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In
addition, the Company issued a letter to the Company’s investors. A copy of such letter is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
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: April 25, 2023 |
|
| |
|
| NEWHOLD INVESTMENT CORP. II |
|
| |
|
| By: |
/s/ Kevin Charlton |
|
| Name: |
Kevin Charlton |
|
| Title: |
Chief Executive Officer |
|
2
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