NEWHOLD INVESTMENT CORP III Quarterly Report (10-Q)

Overview

NewHold Investment Corp. III (the “Company”) is a blank check company incorporated on August 13, 2024 as a Cayman Islands exempted company. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On March 3, 2025, the Company completed its Initial Public Offering of 20,125,000 units at an offering price of $10.00 per unit, including the exercise of the underwriter’s option to purchase additional units. Simultaneously, the Company completed a private placement of 780,100 units with NewHold Industrial Technology III LLC and the underwriter at a price of $10.00 per unit.

The net proceeds from the Initial Public Offering and the private placement, totaling $202,256,000, were placed in a trust account to be used for the Company’s initial business combination. As of March 31, 2025, the Company held $202,913,000 in the trust account.

Results of Operations and Known Trends or Future Events

The Company has not engaged in any operations or generated any revenues to date. Its only activities since inception have been organizational activities and those necessary to prepare for its public offering. Following the offering, the Company will not generate any operating revenues until after completion of its initial business combination.

For the three months ended March 31, 2025, the Company incurred general and administrative costs of approximately $267,000, primarily related to costs associated with public reporting and listing, office space, utilities, and administrative support. The Company also earned other income of approximately $660,000, including $657,000 earned in the trust account.

Liquidity and Capital Resources

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through a $25,000 payment by the sponsor and loans from the sponsor aggregating approximately $242,000, all of which were repaid upon closing of the Initial Public Offering.

As of March 31, 2025, the Company had cash held in the trust account of $202,913,000, which will be invested only in U.S. government treasury obligations or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. The Company may withdraw interest from the trust account to pay its taxes, if any.

The Company believes it will have sufficient funds available to it to operate its business prior to its initial business combination. However, if the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating an initial business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available. In such case, the Company’s sponsor or an affiliate of the sponsor or certain of the Company’s officers and directors may loan the Company funds as required, which loans may be convertible into private units of the post-business combination entity.

The Company may also need to obtain additional financing to complete its initial business combination, either because the transaction requires more cash than is available from the trust account or because the Company becomes obligated to redeem a significant number of its public shares upon completion of the business combination. The Company intends to target businesses with enterprise values greater than it could acquire with the net proceeds of the offering and the private placement, and as a result, may be required to seek additional financing.

Critical Accounting Estimates

The Company’s management does not believe that it has any critical accounting estimates.