🧾 What This Document Is

This is the annual report (Form 10-K) for NewHold Investment Corp. III (ticker: NHIC), covering the year ended December 31, 2025. Think of it as a detailed report card and rulebook. As a SPAC (Special Purpose Acquisition Company), or "blank check company," this document explains that NHIC's entire purpose is to find and merge with an existing private company to take it public. It's not a regular business with products or sales; it's a pool of money looking for a business to acquire.

🏢 What The Company Does

👉 In simple terms, NHIC is a shell company created to buy a private business and make it public.

• Business Model: It raised money in an Initial Public Offering (IPO) and holds that cash in a trust account. Its management team is now searching for a promising private company to merge with. If a merger happens, the target company becomes the new public entity. If they don't find one within the required timeframe, they liquidate and return the money to shareholders.
• Target Focus: They aim to target companies in "industrial technology" (Industry 4.0), like logistics, robotics, supply chain tech, grid resilience, and advanced sensors. However, they are not required to stick to this focus.
• What Makes a Good Target: They want companies with strong market positions, high growth potential, smart management teams, and that would benefit from being a public company.

📊 Financial Snapshot & Key Numbers

Since NHIC is a pre-revenue SPAC, its financials are about the cash it holds, not operational profits.

• Cash in Trust: The core of the company's value is the money from its IPO, held in a trust account. Shareholders have the right to get this money back (~$10.05 per share) if they don't approve a future deal.
• Market Value: As of June 30, 2025, the market value of shares held by non-affiliates was $204,671,250.
• Shares Outstanding (as of March 30, 2026):
  • Class A Ordinary Shares: 20,905,100
  • Class B Ordinary Shares: 6,707,663
• Status: It's classified as a "smaller reporting company" and an "emerging growth company," which means it has certain reduced reporting requirements.

🚀 The Management Team & Their Playbook

A SPAC is heavily reliant on its leadership team's experience to find a good deal.

• Key Person: CEO Kevin Charlton and Director Charlie Baynes-Reid have prior SPAC experience, including one that merged with Evolv Technologies.
• Proven Track Record: The team has evaluated hundreds of potential targets through previous SPACs. They list five prior SPACs they've been involved with, showing a history of finding targets (like Blue Bird Corp. and Evolv), though one (NHIC II) did not complete a deal and was liquidated.
• Their Edge: They leverage the network of NewHold Enterprises, which connects them to over 100 family offices and 95+ high-net-worth investors, giving them access to unique deal flow.

🔄 How a Deal Would Work (The Mechanics)

The filing lays out the complex rules for their eventual merger.

• The Clock is Ticking: They must complete a business combination, but the deadline isn't stated in this excerpt. Failure to do so leads to liquidation.
• The 80% Rule: Nasdaq requires that the merger target must be worth at least 80% of the trust account's value.
• Shareholder Vote & Redemptions: Public shareholders will likely get to vote on the proposed merger. Crucially, they also have the right to redeem their shares—that is, demand their pro-rata share of the trust cash instead of owning part of the new merged company. This can significantly reduce the cash available for the deal.
• Conflicts of Interest: The filing repeatedly warns of potential conflicts. The management team owns shares that are more valuable if a deal happens, even if it's not the best deal. They also have obligations to other companies and may sponsor other SPACs.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Team: Management has been through the SPAC process multiple times before.
• Strong Network: Access to a large pool of potential investors and proprietary deal flow.
• Public Listing: Offers private companies a faster, more certain path to going public than a traditional IPO.

⚠️ Significant Risks:

• No Guarantee of a Deal: They may not find a suitable target, leading to liquidation.
• Market & Target Risk: The chosen target business could underperform after the merger.
• Redemption Risk: If many shareholders redeem their shares, the merged company may be left with less cash than hoped.
• Management Conflicts: The team's other business interests could interfere with finding the best deal for NHIC shareholders.
• Lack of Operations: As a shell company, it has no business operations or revenue of its own.

🧠 The Analogy

NHIC is like a professional talent scout with a war chest, funded by investors. Their job is to find the next rising-star athlete (a private company), sign them to a contract (merge), and then launch their career in the big leagues (the public stock market). The investors who funded the scout get a choice: stick with the new athlete or take their original investment back and walk away.

📇 Key Contacts & People

• Company: NewHold Investment Corp. III
• Address: 52 Vanderbilt Avenue, Suite 2005, New York, NY 10017
• Phone: (212) 653-0153
• CEO: Kevin Charlton (mentioned in context)
• Director & Senior Advisor: Charlie Baynes-Reid (mentioned in context)
• Transfer Agent: Continental Stock Transfer & Trust Company

🧩 Final Takeaway

NewHold Investment Corp. III is an experienced but empty investment vehicle with a limited lifespan. Its sole mission is to use its raised capital and management's expertise to acquire and take a promising industrial tech company public. Your investment is essentially a bet on this team's ability to identify a good target and execute a deal before time runs out.