Description of Organization and Business Operations |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Description of Organization and Business Operations [Abstract] | |
| Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations
Organization and General
NewHold Investment Corp III (“NewHold”) is a blank check company incorporated as a Cayman Islands exempted corporation on August 13, 2024. NewHold was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
As of June 30, 2026, NewHold had not commenced any operations. All activity for the period from August 13, 2024 (inception) through June 30, 2026 relates to NewHold’s formation and the Public Offering (as defined below) and, subsequent to the Offering, identifying and completing a suitable Business Combination. NewHold will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. NewHold generates non-operating income in the form of interest income on investments from the proceeds derived from the Public Offering (as defined below). NewHold has selected December 31 as its fiscal year end.
All dollar amounts are rounded to the nearest thousand dollars.
Sponsor and Offering
NewHold’s sponsor is NewHold Industrial Technology III LLC (the “Sponsor”). NewHold intends to finance its Initial Business Combination with proceeds from the Offering of $201,125,000 of Units (as defined below) (see Note 4) and a private placement of 780,100 of Private Placement Units (as defined below) for an aggregate of $7,801,000 (see Note 5).
The registration statement for NewHold’s Initial Public Offering was declared effective on February 27, 2025. On March 3, 2025, NewHold consummated the Initial Public Offering (the “Public Offering” or “Offering”) of 20,125,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), including the full exercise of the underwriters’ overallotment option generating gross proceeds of $201,125,000, which is discussed in Note 5. Simultaneously with the closing of the Public Offering, NewHold consummated the sale of 780,100 Private Placement Units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, or $7,801,000 in the aggregate, which is described in Note 5. The underwriters had a 45-day overallotment option to purchase up to an additional 2,625,000 Units which was fully exercised.
Upon the closing of the Offering and private placement in March 2025, approximately $202,256,000 was placed in a trust account (the “Trust Account”).
Business Combination and Trust Account
The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, NewHold will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that NewHold will be able to successfully effect a Business Combination.
Upon the closing of the Public Offering, an aggregate of $10.05 per Unit sold in the Public Offering approximately $202,256,000 was deposited into the Trust Account and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that it might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that NewHold holds investments in the Trust Account, NewHold may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to NewHold to pay its taxes, if any, the proceeds from the Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of NewHold’s initial Business Combination, (ii) the redemption of NewHold’s public shares if NewHold is unable to complete the initial Business Combination within 24 months from the closing of the Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of NewHold’s public shares properly submitted in connection with a shareholder vote to amend NewHold’s amended and restated memorandum and articles of association to (A) modify the substance or timing of NewHold’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of NewHold’s public shares if NewHold has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of NewHold’s creditors, if any, which could have priority over the claims of NewHold’s public shareholders.
NewHold will provide its’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether NewHold will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.05 per public share.
The ordinary shares subject to redemption have been recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
NewHold will have only the duration of the Completion Window to complete the initial Business Combination. However, if NewHold is unable to complete its initial Business Combination within the Completion Window, NewHold will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to NewHold’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if NewHold determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to NewHold’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private shares if NewHold fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if NewHold fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable to NewHold if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which NewHold has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under NewHold’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, NewHold has not asked the Sponsor to reserve for such indemnification obligations, nor has NewHold independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and NewHold believes that the Sponsor’s only assets are securities of the Company. Therefore, NewHold cannot assure that the Sponsor would be able to satisfy those obligations.
Going Concern Consideration
As of June 30, 2026, NewHold had approximately $364,000 in cash and cash equivalents and approximately $6,272,000 of negative working capital (which includes deferred compensation of approximately $723,000 that is not payable until the closing of a Business Combination). Further, NewHold has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions indicate that NewHold may need additional working capital. In addition, if NewHold cannot complete a Business Combination before March 3, 2027, it could be forced to wind up its operations and liquidate unless it obtains shareholder approval to extend the date on which it must complete its initial Business Combination. In connection with NewHold’s assessment of going concern considerations in accordance with ASC 205-40, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of June 30, 2026, NewHold has concluded that these conditions raise substantial doubt about NewHold’s ability to continue as a going concern for a period of one year after the date that the unaudited condensed financial statements are issued. NewHold’s plan to deal with this uncertainty is to work closely with vendors and service providers to preserve cash, to raise cash through additional working capital loans from its Sponsor and/or external financing sources to the extent necessary and to complete a Business Combination prior to the time required for completion in March 2027. There is no assurance that NewHold’s plans to consummate a Business Combination, work with creditors to preserve cash and to receive loans, if available, from its Sponsor and/or external financing sources will be successful or successful within the required timeframe. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. |