Business Context and Reporting Period
NewHold Investment Corp. III is a Cayman Islands exempted corporation and a Special Purpose Acquisition Company (SPAC) formed to effect a business combination. The reporting period covers the three and six months ended June 30, 2025. The Company consummated its Initial Public Offering (IPO) on March 3, 2025, selling 20,125,000 Units (including full exercise of the over-allotment option) and 780,100 Private Placement Units. As of June 30, 2025, the Company has not commenced operations and is in the process of identifying a target business.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | As of June 30, 2025 |
|---|---|---|---|
| Net Income | $1,888,000 | $2,281,000 | - |
| Operating Expenses | $269,000 | $536,000 | - |
| Interest Income (Trust Account) | $2,141,000 | $2,798,000 | - |
| Cash and Cash Equivalents (Operating) | - | - | $1,567,000 |
| Investments in Trust Account | - | - | $205,054,000 |
| Total Assets | - | - | $206,856,000 |
| Total Liabilities | - | - | $7,234,000 |
| Deferred Underwriting Fee | - | - | $7,044,000 |
| Class A Shares Subject to Redemption | - | - | 20,125,000 shares ($205,054,000) |
| Net Income Per Share (Class A & B) | $0.07 | $0.11 | - |
Material Changes vs. Prior Period
- Balance Sheet Transformation: Total assets increased from $382,000 at December 31, 2024, to $206,856,000 at June 30, 2025, driven by the IPO proceeds deposited into the Trust Account.
- Liabilities: Total liabilities rose from $447,000 to $7,234,000, primarily due to the recognition of a $7,044,000 deferred underwriting fee payable upon completion of a business combination.
- Equity Structure: The Company issued 20,125,000 Class A ordinary shares subject to possible redemption and 780,100 Class A ordinary shares in private placement. Shareholders' deficit increased to $(5,432,000) due to the accretion of the redemption value of Class A shares.
- Cash Flow: Net cash provided by financing activities was $204,405,000, offset by $202,256,000 used for investing activities (Trust Account deposits).
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the closing of the IPO (March 3, 2025) to complete an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares.
- Liquidity: Management believes current cash of $1,567,000 outside the Trust Account is sufficient for working capital needs for at least one year. The Sponsor may provide working capital loans up to $1,500,000 if necessary.
- Redemption Rights: Public shareholders may redeem their shares for a pro-rata share of the Trust Account (approximately $10.19 per share as of June 30, 2025) upon the completion of a business combination or if the Company fails to complete one within the deadline.
- Risk Factors: The filing highlights risks related to geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts), potential trade policy changes/tariffs, and the uncertainty of completing a business combination. The Company is an emerging growth company and a shell company.
- Warrants: There are 10,452,550 warrants outstanding (public and private) exercisable at $11.50 per share, exercisable 30 days after a business combination.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $205,054,000 and the per-share redemption value of approximately $10.19.
- Deferred Underwriting Fee: Confirm the $7,044,000 liability is contingent solely on the successful completion of a business combination.
- Going Concern: Assess the sufficiency of the $1,567,000 operating cash balance to fund operations until the 24-month deadline.
- Share Count: Note the 20,125,000 public shares subject to redemption versus the 6,707,663 Class B founder shares held by the Sponsor and directors.
- Warrant Terms: Review the exercise price ($11.50) and the conditions for cashless exercise or redemption if the share price exceeds $18.00.