NewHold Investment Corp III-A美股招股说明书(2025-03-03版)

NewHold Investment CorpIII 17,500,000Units NewHoldInvestment CorpIIIis a blank check company incorporated as a CaymanIslandsexemptedcompanyandformedforthepurposeofeffectingamerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.However,our management team had been actively in discussionswith potential business combination partners in their capacity as officers of NewHoldInvestmentCorp.Iand NewHold Investment Corp.II,and we may pursue businesscombinationpartners that had previously been in discussions with NewHold InvestmentCorp.I or NewHold Investment Corp.II’s management teams.While we may pursue anacquisitionopportunity in any business,industry,sector or geographical location,weintend to identify and acquire a business focusing on industrial technology.Wewillseek to acquire one or more businesses with an aggregate enterprise value of$700million or greater,although,if we believe it is in the best interests of ourshareholders, we may pursue a business combination with a target below that size. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one-half of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units and only whole warrants will trade.The warrants willbecomeexercisable 30 days after the completion of our initial business combinationandwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional2,625,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,allor a portion of their ClassAordinary shares that were sold as part of theunits in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asoftwo business days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account, less taxes payable,dividedby the number of then outstanding public shares,subject to the limitationsandon the conditions described herein.The proceeds placed in the trust account andtheinterest earned thereon will not be used to pay for possible excise tax or anyotherfees or taxes that may be levied on the Company pursuant to any current,pendingor future rules or laws,including without limitation any excise tax dueunderthe Inflation Reduction Actof2022on any redemptions or stock buybacks byour company.See“Summary—TheOffering—Redemptionrights for publicshareholdersupon completion of our initial business combination”and“Summary—TheOffering—Redemptionofpublicsharesanddistributionand liquidation if no initial business combination”for moreinformation. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—The Offering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold shareholder vote”forfurther discussion of certain limitations on redemption rights. Oursponsor,NewHold Industrial TechnologyIIILLC,and BTIG have committed topurchase an aggregate of 712,500 private units (or 780,100 private units if the over-allotmentoption is exercised in full) at a price of $1