Business Context and Reporting Period
NewHold Investment Corp. III (NHIC) is a Cayman Islands exempted corporation and a Special Purpose Acquisition Company (SPAC) incorporated on August 13, 2024. The company was formed to effect a business combination with one or more target businesses. As of September 30, 2025, the company had not commenced any operations other than organizational activities and the search for a target. The reporting period covers the three and nine months ended September 30, 2025.
Key Financial Metrics
| Metric | Value (Nine Months Ended Sept 30, 2025) | Value (Three Months Ended Sept 30, 2025) |
|---|---|---|
| Net Income | $4,192,000 | $1,911,000 |
| Operating Expenses | $797,000 | $261,000 |
| Interest Income (Trust Account) | $4,956,000 | $2,158,000 |
| Cash and Cash Equivalents (Operating) | $1,389,000 | $1,389,000 |
| Investments in Trust Account | $207,212,000 | $207,212,000 |
| Total Assets | $208,786,000 | $208,786,000 |
| Total Liabilities | $7,253,000 | $7,253,000 |
| Class A Shares Subject to Redemption | 20,125,000 shares ($207,212,000) | 20,125,000 shares ($207,212,000) |
| Shareholders' Deficit | $(5,679,000) | $(5,679,000) |
Debt and Liquidity: The company has no long-term debt. A related-party promissory note of $242,000 was fully repaid upon the closing of the Initial Public Offering (IPO) in March 2025. The company holds $1,389,000 in operating cash and $207,212,000 in the Trust Account. Management believes it has sufficient funds for working capital needs for at least one year.
Material Changes vs. Prior Period
- Capitalization: The company consummated its IPO on March 3, 2025, selling 20,125,000 Units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $201,125,000. Simultaneously, it sold 780,100 Private Placement Units for $7,801,000.
- Trust Account: Approximately $202,256,000 was deposited into the Trust Account at closing. By September 30, 2025, the balance grew to $207,212,000 due to interest income.
- Profitability: The company transitioned from a net loss of $38,000 for the period from inception through September 30, 2024, to a net income of $4,192,000 for the nine months ended September 30, 2025. This shift is primarily driven by interest income earned on the Trust Account.
- Liabilities: Current liabilities increased from $447,000 at December 31, 2024, to $209,000 at September 30, 2025, while a deferred underwriting fee of $7,044,000 was recorded as a non-current liability.
Guidance, Outlook, and Risks
Outlook: The company has 24 months from the closing of the IPO (March 3, 2025) to complete an initial business combination. If no combination is completed by the deadline, the company will liquidate and redeem public shares from the Trust Account. Management expects to incur significant costs in pursuing a business combination.
Risks and Contingencies:
- Geopolitical Instability: Ongoing conflicts (Russia-Ukraine, Israel-Hamas) and related sanctions could disrupt global markets and affect the search for a target.
- Trade Policy: Changes in international trade policies and tariffs could negatively impact potential targets or the post-combination entity.
- Cybersecurity: As a blank check company relying on third-party digital technologies, the company faces risks of data breaches or cyberattacks.
- Liquidity: While current funds are deemed sufficient for one year, the company may need to raise additional capital to complete a business combination, which could result in dilution.
Unusual Items: The net income is non-operating in nature, derived almost entirely from interest on the Trust Account. The company has no operating revenue.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $207,212,000 and the per-share redemption value of approximately $10.30.
- Deferred Underwriting Fees: Confirm the $7,044,000 deferred fee payable upon the consummation of a business combination.
- Share Structure: Note the 20,125,000 Class A shares subject to redemption and 6,707,663 Class B founder shares (held by Sponsor and directors).
- Warrant Terms: Review the 10,452,550 outstanding warrants exercisable at $11.50 per share, which become exercisable 30 days after a business combination.
- Going Concern: Assess the company's ability to fund operations for the next 12 months without additional financing.