NEW
YORK, April 25, 2023 /PRNewswire/ -- NewHold
Investment Corp. II (NASDAQ: NHIC) (the "Company"), a special
purpose acquisition company, today announced that it will dissolve
and liquidate promptly after April 25,
2023, because the Company was unable to file a registration
statement with the United States Securities and Exchange Commission
(the "SEC") within the time period required by its Amended and
Restated Certificate of Incorporation (the "Charter") in order to
extend the time available for the Company to complete an initial
business combination by an additional six months.
The Company has shared a Letter to Shareholders with details on
its decision to liquidate that can be found at
www.nhicspac.com.
As such, in accordance with the Charter, the Company will:
- cease all operations as of April 25,
2023, except for the purpose of winding up;
- as promptly as reasonably possible but not more than ten
business days after April 25, 2023,
subject to lawfully available funds therefor, redeem 100% of its
outstanding shares of Class A common stock (the "public shares"),
at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously
released to the Company to pay taxes or to fund working capital
requirements (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders' rights as stockholders (including
the right to receive further liquidating distributions, if any),
subject to applicable law; and
- as promptly as reasonably possible following such redemption,
subject to the approval of the Company's remaining stockholders and
its board of directors, dissolve and liquidate, subject in each
case to the Company's obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law.
The Company currently expects that the per-share redemption
price for the public shares will be approximately $10.28 (as finally determined, the "Redemption
Amount"). As of the close of business on April 25, 2023, the public shares will be deemed
cancelled and will represent only the right to receive the
Redemption Amount. The Company anticipates that the public shares
will cease trading on The Nasdaq Global Market ("NASDAQ") as of the
close of business on April 25,
2023.
In order to provide for the disbursement of funds from the
Company's trust account, the Company has instructed the trustee of
the trust account to take all necessary actions to liquidate the
securities held in the trust account. The proceeds of the trust
account will be held in a non-interest bearing account while
awaiting disbursement to the holders of the public shares. Record
holders will receive their pro rata portion of the proceeds of the
trust account by delivering their public shares to Continental
Stock Transfer & Trust Company, the Company's transfer agent.
Beneficial owners of public shares held in "street name," however,
will not need to take any action in order to receive the Redemption
Amount. The redemption of the public shares is expected to be
completed within ten business days after April 25, 2023.
The Company expects that NASDAQ will file a Form 25 with the SEC
to delist the Company's securities. The Company thereafter expects
to file a Form 15 with the SEC to terminate the registration of its
securities under the Securities Exchange Act of 1934, as
amended.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as "believes," "expects," "intends," "plans," "estimates,"
"assumes," "may," "should," "will," "seeks," or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the Company's intention to redeem all of its
outstanding public shares, the Company's cash position or cash held
in the Company's trust account, the expected Redemption Amount, or
the timing when the public shares will cease trading on NASDAQ.
These statements are based on current expectations on the date of
this press release and involve a number of risks and uncertainties
that may cause actual results to differ significantly. The Company
does not assume any obligation to update or revise any such
forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue
reliance on forward-looking statements.
Contacts
Samy
Hammad
Chief Financial Officer
shammad@newholdllc.com
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SOURCE NewHold Investment Corp. II