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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 14, 2026
NewHold Investment Corp IV
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-43232 |
|
98-1888991 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
52 Vanderbilt Avenue
Suite 2005
New York, NY 10017
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (646) 655-8504
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
NHIVU |
|
The
Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
NHIV |
|
The
Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
NHIVW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01.
Entry into a Material Definitive Agreement.
On
April 16, 2026, NewHold Investment Corp IV (the “Company”) consummated its initial public offering (“IPO”),
which consisted of 20,125,000 units (the “Units”), including the exercise in full by the underwriter of an option
to purchase up to 2,625,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $201,250,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share
(the “Class A Ordinary Shares”), of the Company, and one-third of one redeemable warrant (each, a “Warrant”)
of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration
Statement:
| ● | An
Underwriting Agreement, dated April 14, 2026, by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 1.1 hereto
and incorporated herein by reference. |
| ● | A
Warrant Agreement, dated April 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent,
a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | An
Investment Management Trust Agreement, dated April 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company,
as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A
Registration Rights Agreement, dated April 14, 2026, by and among the Company and certain security holders, a copy of which is attached
as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A
Private Placement Units Purchase Agreement, dated April 14, 2026 (the “Sponsor Private Placement Units Purchase Agreement”),
by and between the Company and NewHold Industrial Technology IV LLC (the “Sponsor”), a copy of which is attached as
Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A
Private Placement Units Purchase Agreement, dated April 14, 2026 (the “BTIG Private
Placement Units Purchase Agreement” and, together with the Sponsor Private Placement
Units Purchase Agreement, the “Private Placement Units Purchase Agreements”),
by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 10.4 hereto
and incorporated herein by reference. |
| ● | A
Letter Agreement, dated April 14, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached
as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | An
Administrative Services Agreement, dated April 14, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit
10.6 hereto and incorporated herein by reference. |
| ● | Indemnity
Agreement, dated April 14, 2026, by and among the Company and each Director and executive officers of the Company, a copy of form of
which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private placement
of an aggregate of 641,250 units (the “Private Placement Units”) to the Sponsor and BTIG, LLC, the representative
of the underwriters, at $10.00 per Unit, each Unit consisting of one Class A Ordinary Share and one-third of one redeemable Warrant,
each whole Warrant exercisable to purchase one Class A Ordinary Share of the Company. Of those 641,250 Private Placement Units, the Sponsor
purchased 440,000 Private Placement Units and BTIG, LLC purchased 201,250 Private Placement Units. The Warrants contained in the Private
Placement Units are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration
Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 14, 2026, the Company entered into indemnity agreements with each of its directors and officers that require the Company to indemnify
each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibits 10.7 to this
Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03.
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
April 14, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on
April 14, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement
and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 8.01.
Other Events.
A
total of $201,250,000, comprised of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $7,043,750
of the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer &
Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the
Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the
trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the
Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO
(or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the
redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s
Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the
Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO
or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On
April 14, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
On
April 16, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to
this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit No. | |
Description |
| | |
|
| 1.1 | |
Underwriting Agreement, dated April 14, 2026, by and between the Company and BTIG, LLC, as representative of the several underwriters. |
| | |
|
| 3.1 | |
Amended and Restated Memorandum and Articles of Association of the Company. |
| | |
|
| 4.1 | |
Warrant Agreement, dated April 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| | |
|
| 10.1 | |
Investment Management Trust Agreement, April 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| | |
|
| 10.2 | |
Registration Rights Agreement, dated April 14, 2026, by and among the Company and certain security holders. |
| | |
|
| 10.3 | |
Private Placement Units Purchase Agreement, dated April 14, 2026, by and between the Company and the Sponsor. |
| | |
|
| 10.4 | |
Private Placement Units Purchase Agreement, dated April 14, 2026, by and between the Company and the Sponsor. |
| | |
|
| 10.5 | |
Letter Agreement, dated April 14, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| | |
|
| 10.6 | |
Administrative Services Agreement, dated April 14, 2026, by and between the Company and NewHold Industrial Technology IV LLC. |
| | |
|
| 10.7 | |
Form of Indemnity Agreement |
| | |
|
| 99.1 | |
Press Release, dated April 14, 2026. |
| | |
|
| 99.2 | |
Press Release, dated April 16, 2026. |
| | |
|
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
NEWHOLD INVESTMENT CORP IV |
| |
|
|
| |
By: |
/s/
Kevin Charlton |
| |
|
Name: |
Kevin Charlton |
| |
|
Title: |
Chief Executive Officer |
| Dated: April 20, 2026 |
|
|
Exhibit 99.1
NewHold Investment
Corp IV Announces Pricing of $175 Million Initial Public Offering
New York, New
York, April 14, 2026 (GLOBE NEWSWIRE) -- NewHold Investment Corp IV (the “Company”), a newly organized special purpose
acquisition company formed as a Cayman Islands exempted company, today announced the pricing of its initial public offering of 17,500,000
units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one-third of one redeemable
warrant. Each whole warrant, which becomes exercisable 30 days after the completion of the Company’s initial business combination,
will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share. The units are expected to trade on the Global
Market tier of the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “NHIVU” beginning April 15, 2026.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising
the units begin separate trading, the Class A ordinary shares and the warrants are expected to be traded on Nasdaq under the symbols
“NHIV” and “NHIVW,” respectively.
BTIG, LLC is
acting as sole book-running manager for the offering.
The Company
has granted the underwriter a 45-day option to purchase up to an additional 2,625,000 units at the initial public offering price to cover
over-allotments, if any. The offering is expected to close on April 16, 2026, subject to customary closing conditions.
A registration
statement relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) on April 14, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus
may be obtained from: BTIG, LLC, 65 East 55th Street New York, New York 10022, or by email at ProspectusDelivery@btig.com, or by
accessing the SEC’s website at www.sec.gov.
This press
release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About NewHold
Investment Corp IV
NewHold Investment
Corp IV is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. While the Company may pursue a business combination in any business, industry, sector or geographical location, the
Company will primarily focus on growing industrial and business services companies. The Company is led by an experienced management team
with Kevin Charlton as Chief Executive Officer, Samy Hammad as President and Chief Operating Officer and Polly Schneck as Chief Financial
Officer.
Forward-Looking
Statements
This press
release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial
public offering (“IPO”) and search for an initial business combination. No assurance can be given that the offering discussed
above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of NewHold Investment Corp IV, including those set
forth in the Risk Factors section of NewHold Investment Corp IV’s registration statement and preliminary prospectus for the IPO
filed with the SEC. Copies are available on the SEC's website, www.sec.gov. NewHold Investment Corp IV undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Polly Schneck
Chief Financial Officer
pschneck@newholdllc.com
Investor
& Media Contact:
Amanda Tarplin
amanda@tarplinconsulting.com
Exhibit 99.2
NewHold Investment
Corp IV Announces Closing of $201,250,000 Initial Public Offering, Including Full Exercise of Underwriters' Over-Allotment Option
New York, New
York , April 16, 2026 (GLOBE NEWSWIRE) -- NewHold Investment Corp IV (the “Company”), a newly organized special purpose acquisition
company formed as a Cayman Islands exempted company, today announced the closing of its initial public offering of 20,125,000 units at
an offering price of $10.00 per unit. This includes the exercise in full by the underwriters of their over-allotment option to purchase
up to an additional 2,625,000 units. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole
warrant, which becomes exercisable 30 days after the completion of the Company’s initial business combination, will entitle the
holder thereof to purchase one Class A ordinary share at $11.50 per share. The units are listed on the Global Market tier of the Nasdaq
Stock Market LLC (“Nasdaq”) under the ticker symbol “NHIVU”. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the Class A ordinary
shares and the warrants are expected to be traded on Nasdaq under the symbols “NHIV” and “NHIVW,” respectively.
The Company
intends to use the net proceeds from the offering, and the simultaneous private placement of units, to consummate the Company's initial
business combination.
BTIG, LLC acted
as sole book-running manager for the offering.
The offering
was made only by means of a prospectus. Copies of the prospectus may be obtained from: BTIG, LLC, 65 East 55th Street New York, New York
10022, or by email at ProspectusDelivery@btig.com,or by accessing the SEC’s website at www.sec.gov.
A registration
statement relating to the securities has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”).
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About NewHold
Investment Corp IV
NewHold Investment
Corp IV is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. While the Company may pursue a business combination in any business, industry, sector or geographical location, the
Company will primarily focus on growing industrial and business services companies. The Company is led by an experienced management team
with Kevin Charlton as Chief Executive Officer, Samy Hammad as President and Chief Operating Officer and Polly Schneck as Chief Financial
Officer. For more information visit https://nhicspac.com.
Forward-Looking
Statements
This press
release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial
public offering (“IPO”), the anticipated use of the net proceeds thereof and the Company's search for an initial business
combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are
subject to numerous conditions, many of which are beyond the control of NewHold Investment Corp IV, including those set forth in the
Risk Factors section of NewHold Investment Corp IV’s registration statement and prospectus for the IPO filed with the SEC. Copies
are available on the SEC's website, www.sec.gov. NewHold Investment Corp IV undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contacts:
Polly Schneck
Chief Financial Officer
pschneck@newholdllc.com
Investor
& Media Contact:
Amanda Tarplin
amanda@tarplinconsulting.com