Monday, January 30, 2023

NewHold Funding Corp. II Recordsdata Proxy Assertion to Acquire Stockholder Approval to Both Lengthen or Liquidate

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NEW YORK–()–NewHold Funding Corp. II (“NHIC” or the “Firm”) (NASDAQ: NHIC, NHICU) introduced as we speak that it has filed a proxy assertion to hunt stockholder approval to undertake two amendments to its Amended and Restated Certificates of Incorporation (“Constitution”).

The “Extension Modification” would lengthen the date by which NHIC has to file a proxy with respect to a enterprise mixture from April 25, 2023 to June 25, 2023, and the “Termination Modification” would give the Firm the discretion to redeem all of its excellent public shares and liquidate on December 28, 2022 prematurely of the automated termination date in its present Constitution.

Whereas NHIC has some promising deal alternatives in its pipeline and continues to have discussions with these corporations associated to a possible transaction, difficult market circumstances might influence its means to announce an acceptable merger by its deadline and due to this fact an extension could also be mandatory. As well as, it has been decided that there’s a danger that shares redeemed after December 31, 2022 could also be topic to the 1% excise tax imposed by the Inflation Discount Act of 2022, by which case, absent steerage from the IRS previous to December 28, 2022, it might be in the very best curiosity of the Firm’s stockholders to return money in belief in 2022 if the Board of Administrators determines that NHIC is unlikely to finish an preliminary enterprise mixture earlier than its deadline.

After contemplating quite a few components, together with present market circumstances and the potential danger that any redemptions in 2023 in reference to a liquidation or a enterprise mixture can be topic to the excise tax, we decided that it might be in the very best curiosity of NHIC shareholders that the Board of Administrators has the choice and skill to both lengthen the date by which NHIC has to file a proxy in relation to a enterprise mixture or to dissolve previous to December 31, 2022,” stated Kevin Charlton, Chief Govt Officer, NewHold Funding Corp. II. “Regardless of market turbulence and general troublesome sentiment round SPAC transactions, we have been capable of rapidly construct a high-quality pipeline of alternatives since our IPO in October final 12 months. Finally, market circumstances and transaction construction uncertainty have thus far prevented our most viable alternatives from transferring ahead, however we proceed to work intently with targets to discover a high-quality transaction. We proceed to imagine that the SPAC mannequin offers sure corporations with an environment friendly path to the general public markets whereas additionally offering shareholders a compelling funding alternative. NewHold prides itself on being a trusted steward of investor capital and can solely pursue a transaction if now we have confidence and conviction within the alternative.”

The Firm will maintain a particular assembly of stockholders on December 20, 2022, to vote on these proposed amendments. For extra data, please see the Proxy Assertion filed with the Securities and Alternate Fee on November 30, 2022.

About NewHold Funding Corp. II

NewHold Funding Corp. II is a clean examine firm shaped for the aim of effecting a merger, capital inventory alternate, asset acquisition, inventory buy, reorganization or comparable enterprise mixture with a number of companies. The Firm intends to focus its search on the right track companies within the industrial know-how sector with an mixture enterprise worth of $700 million or better. For extra data please go to The knowledge contained on, or accessible by way of, the Firm’s web site shouldn’t be integrated by reference into this press launch, and you shouldn’t contemplate it part of this press launch.

Further Info and The place to Discover It

In reference to stockholder assembly described above, NHIC has filed related supplies with the SEC, together with a proxy assertion. The proxy assertion and a proxy card shall be mailed to stockholders of NHIC as of November 23, 2022 for voting on the stockholders’ assembly relating. Stockholders can even be capable of acquire a replica of the proxy assertion with out cost from NHIC. The proxy assertion may additionally be obtained with out cost on the SEC’s web site at or by writing to NHIC at NewHold Funding Corp. II, c/o NewHold Enterprises, LLC, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, Attn: Charlie Baynes-Reid, or by calling (212) 653-0153, or by e mail at INVESTORS AND SECURITY HOLDERS OF NHIC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE SPECIAL MEETING THAT NHIC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NHIC AND THE MEETING.

Individuals in Solicitation

NHIC and its administrators, government officers and workers and different individuals could also be deemed to be members within the solicitation of proxies from the holders of NHIC frequent inventory in respect of the particular assembly. Details about NHIC’s administrators and government officers and their possession of NHIC’s frequent inventory is ready forth in NHIC’s Annual Report on Kind 10-Ok filed with the SEC. Different data relating to the pursuits of the members within the proxy solicitation shall be included within the proxy assertion. These paperwork will be obtained freed from cost from the sources indicated above.

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