Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 651450108
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NAMES
OF REPORTING PERSONS |
| 1 |
|
|
| |
|
MAGNETAR
FINANCIAL LLC |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ¨ |
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|
(b) ¨ |
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| 3 |
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SEC
USE ONLY |
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|
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|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Delaware |
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|
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5 |
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SOLE
VOTING POWER 0 |
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| NUMBER
OF |
|
|
| SHARES |
6 |
|
SHARED
VOTING POWER |
| BENEFICIALLY |
|
1,548,574 |
| OWNED
BY |
|
|
| EACH |
7 |
|
SOLE
DISPOSITIVE POWER 0 |
| REPORTING |
|
|
| PERSON |
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|
| WITH: |
8 |
|
SHARED
DISPOSITIVE POWER |
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|
1,548,574 |
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|
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|
| 9 |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
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1,548,574 |
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|
|
| 10 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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¨ |
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|
| 11 |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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7.95% |
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|
| 12 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
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IA,
OO |
CUSIP No. 651450108
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|
NAMES
OF REPORTING PERSONS |
| 1 |
|
|
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|
MAGNETAR CAPITAL PARTNERS LP |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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|
| |
(a) ¨ |
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|
(b) ¨ |
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|
|
| 3 |
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SEC
USE ONLY |
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|
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|
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|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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|
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Delaware |
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|
|
|
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5 |
|
SOLE
VOTING POWER 0 |
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|
|
| NUMBER
OF |
|
|
| SHARES |
6 |
|
SHARED
VOTING POWER |
| BENEFICIALLY |
|
1,548,574 |
| OWNED
BY |
|
|
| EACH |
7 |
|
SOLE
DISPOSITIVE POWER 0 |
| REPORTING |
|
|
| PERSON |
|
|
| WITH: |
8 |
|
SHARED
DISPOSITIVE POWER |
| |
|
1,548,574 |
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|
|
| |
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,548,574 |
| |
|
|
| 10 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
¨ |
| |
|
|
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
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7.95% |
| |
|
|
| 12 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
HC,
PN |
CUSIP
No. 651450108
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|
NAMES
OF REPORTING PERSONS |
| 1 |
|
|
| |
|
SUPERNOVA MANAGEMENT LLC |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
| |
(a) ¨ |
| |
|
(b) ¨ |
| |
|
|
| 3 |
|
SEC
USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
| |
Delaware |
| |
|
|
|
| |
5 |
|
SOLE
VOTING POWER 0 |
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|
|
| NUMBER
OF |
|
|
| SHARES |
6 |
|
SHARED
VOTING POWER |
| BENEFICIALLY |
|
1,548,574 |
| OWNED
BY |
|
|
| EACH |
7 |
|
SOLE
DISPOSITIVE POWER 0 |
| REPORTING |
|
|
| PERSON |
|
|
| WITH: |
8 |
|
SHARED
DISPOSITIVE POWER |
| |
|
1,548,574 |
| |
|
|
| |
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,548,574 |
| |
|
|
| 10 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
¨ |
| |
|
|
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
7.95% |
| |
|
|
| 12 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
HC,
OO |
CUSIP
No. 651450108
| |
|
|
|
|
|
|
|
NAMES
OF REPORTING PERSONS |
| 1 |
|
|
| |
|
DAVID J. SNYDERMAN |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
| |
(a) ¨ |
| |
|
(b) ¨ |
| |
|
|
| 3 |
|
SEC
USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE
VOTING POWER 0 |
| |
|
|
| NUMBER
OF |
|
|
| SHARES |
6 |
|
SHARED
VOTING POWER |
| BENEFICIALLY |
|
1,548,574 |
| OWNED
BY |
|
|
| EACH |
7 |
|
SOLE
DISPOSITIVE POWER 0 |
| REPORTING |
|
|
| PERSON |
|
|
| WITH: |
8 |
|
SHARED
DISPOSITIVE POWER |
| |
|
1,548,574 |
| |
|
|
| |
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,548,574 |
| |
|
|
| 10 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
¨ |
| |
|
|
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
7.95% |
| |
|
|
| 12 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
HC,
IN |
SCHEDULE 13G
NewHold Investment Corp. II (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
12141 WICKCHESTER LANE, SUITE 325
HOUSTON, TX 77079
| Item 2(a) | Name of Person Filing. |
This statement is filed on behalf of each
of the following person (collectively, the “Reporting Persons”):
| i) | Magnetar Financial LLC (“Magnetar Financial”); |
| ii) | Magnetar Capital Partners LP (Magnetar Capital Partners”); |
| iii) | Supernova Management LLC (“Supernova Management”); and |
| iv) | David J. Snyderman (“Mr. Snyderman”). |
This statement relates to the Shares (as defined herein) held for Magnetar
Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation Master
Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd ("Purpose
Fund"), Magnetar SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP
(“Structured Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"),
Purpose Alternative Credit Fund - T LLC ("Purpose Fund - T"), Delaware limited liability companies; collectively (the “Magnetar
Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting
and investment power over the Common Stock held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member
and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager
of Supernova Management is Mr. Snyderman.
Effective October 24, 2022 Alec N. Litowitz was replaced by David
J. Snyderman as Chief Executive Officer of Magnetar Financial and the manager of Supernova Management. Accordingly, Mr. Snyderman
is being added as a Reporting Person to this Schedule 13G, and Mr. Litowitz has been removed as a Reporting Person, as Mr. Litowitz
is no longer a beneficial owner of any of the shares of Common Stock held by the Magnetar Funds.
| Item 2(b) | Address of Principal Business Office. |
The address of the principal business office of each
of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th
Floor, Evanston, Illinois 60201.
| Item 2(c) | Place of Organization. |
| i) | Magnetar Financial is a Delaware limited liability company; |
| ii) | Magnetar Capital Partners is a Delaware limited partnership; |
| iii) | Supernova Management is a Delaware limited liability company; and |
| iv) | Mr. Snyderman is a citizen of the United States of America. |
| Item 2(d) | Title of Class of Securities. |
Common Stock
651450108
(e) x An investment adviser in accordance
with §240.13d–1(b)(1)(ii)(E)
(g) x A parent holding company or control person in
accordance with §240.13d–1(b)(1)(ii)(G)
| Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2022,
each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,548,574 Shares. The amount consists
of (A) 165,696 Shares held for the account of Constellation Fund II; (B) 520,324 Shares held for the account of Constellation
Master Fund; (C) 195,122 Shares held for the account of Structured Credit Fund; (D) 134,725 Shares held for the account of SC
Fund; (E) 196,668 Shares held for the account of Lake Credit Fund; (F) 202,865 Shares held for the account of Xing He Master
Fund; (G) 99,108 Shares held for the account of Purpose Fund; and (H) 34,066 Shares held of the account of Purpose Fund - T.
The Shares held by the Magnetar Funds represent approximately 7.95% of the total number of Shares outstanding (calculated pursuant to
Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
| Item 4(b) | Percent of Class: |
(i) As of December 31, 2022, each of Reporting
Persons were deemed to be the beneficial owner constituting approximately 7.95% of the total number of Shares outstanding (based upon
the information provided by the Issuer in its Form 10-Q filed with the SEC on November 10, 2022, there were approximately 19,490,000
Shares outstanding as of November 10, 2022).
| Item 4(c) | Number of Shares of which such person has: |
Magnetar Financial, Magnetar Capital Partners,
Supernova Management, and Mr. Snyderman:
| (i) | Sole power to vote or to direct the vote: |
0 |
| (ii) | Shared power to vote or to direct the vote : |
1,548,574 |
| (iii) | Sole power to dispose or to direct the disposition of: |
0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
1,548,574 |
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following ¨.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
This Item 6 is not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
This Item 7 is not applicable.
| Item 8 | Identification and Classification of Members of the Group. |
This Item 8 is not applicable.
| Item 9 | Notice of Dissolution of Group. |
This Item 9 is not applicable.
By signing below the Reporting
Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 2, 2023 |
magnetar
financial llc |
| |
|
| |
By: Magnetar Capital Partners LP,
its Sole Member |
| |
By: Supernova Management LLC, its
General Partner |
| |
|
| |
By: |
/s/
Hayley A. Stein |
| |
Name: Hayley A. Stein |
| |
Title: Attorney-in-fact for David
J. Snyderman, Manager of Supernova Management LLC |
| Date: February 2, 2023 |
magnetar
capital partners LP |
| |
|
| |
By: Supernova Management LLC, its
General Partner |
| |
|
| |
By: |
/s/
Hayley A. Stein |
| |
Name: Hayley A. Stein |
| |
Title: Attorney-in-fact for David
J. Snyderman, Manager of Supernova Management LLC |
| Date: February 2, 2023 |
supernova
management llc |
| |
|
| |
By: |
/s/
Hayley A. Stein |
| |
Name: Hayley A. Stein |
| |
Title: Attorney-in-fact for David
J. Snyderman, Manager |
| Date: February 2, 2023 |
DAVID J. SNYDERMAN |
| |
|
| |
By: |
/s/
Hayley A. Stein |
| |
Name: Hayley A. Stein |
| |
Title: Attorney-in-fact for
David J. Snyderman |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Joint Filing Agreement, dated as of February 2, 2023, among the Reporting Persons. |
| 99.2 |
|
Power of Attorney, dated as of December 22, 2022 (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 2, 2023) |