NewHold Investment Corp. II filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 5.07. Submissions of Matters to a Vote of Security Holders.
On December 20, 2022, NewHold Investment Corp. II ( the “Company”) held a special meeting of stockholders (the “Special Meeting”). On November 23, 2022, the record date for the Special Meeting, there were 24,362,500 issued and outstanding shares of the Company’s common stock (the “Common Stock”) entitled to be voted at the Special Meeting, 76.53% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
| Matters Voted On | For | Against | Abstain |
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Proposal Number One (the “Extension Proposal”) was to, at the discretion of the Company’s board of directors (the “Board”), to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company has to file a proxy statement, registration statement or similar filing for an initial business combination from April 25, 2023 (the “Original Termination Date”) to June 25, 2023 (the “Extended Date”). |
18,404,768 | 240,293 | 0 |
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Proposal Number Two (the “Early Termination Proposal”) was to, at the discretion of the Board, amend the Charter to change the date by which the Company must consummate an initial business combination, from Original Termination Date to December 28, 2022 in order to permit the Company to liquidate and wind up early. |
18,605,468 | 39,593 | 0 |
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Proposal Number Three was to amend the Investment Management Trust Agreement, dated October 20, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO if the Company has not filed a proxy statement, registration statement or similar filing for an initial business combination from the Original Termination Date to the Extended Date. |
18,405,468 | 239,593 | 0 |
Each of the proposals described above was approved by the Company’s stockholders.
Item 8.01. Other Events
On December 24, 2022, NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”), entered into an Excise Tax Backstop Agreement (the “Backstop Agreement”) pursuant to which the backstop party (the “Backstop Party”) committed to fund up to $1.0 million of any excise tax liability (the “Backstop Commitment”) in the event that the Company liquidates without completing a business combination and is subject to the 1% excise tax on stock repurchases under Section 4501 of the Internal Revenue Code, as enacted by the Inflation Reduction Act of 2022. In accordance with the terms of the Backstop Agreement, at the closing of the Company’s initial business combination, the Sponsor shall transfer to the Backstop Party an aggregate of 500,000 shares of the Company’s Class B common stock held by the Sponsor as consideration for the Backstop Commitment.
Based in part on the foregoing, the Board determined, in accordance with the discretion permitted in each of the proposals voted upon at the Special Meeting, that it is in the best interests of the Company not to effectuate the matters approved by the Company’s stockholders at the Special Meeting, including the Extension Proposal and the Early Termination Proposal. As a result, the Company will continue to search for an initial business combination in accordance with the existing Charter and Trust Agreement. Accordingly, the shares tendered for redemption in connection with the Special Meeting will be returned to stockholders as soon as practicable.
On December 27, 2022, the Company issued a press release announcing that the Sponsor had entered into the Backstop Agreement and the Board’s decision not to effectuate the matters approved by the Company’s stockholders at the Special Meeting. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 27, 2022. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
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.
Dated: December 27, 2022
| NEWHOLD INVESTMENT CORP. II | ||
| By: | /s/ Kevin Charlton | |
| Name: | Kevin Charlton | |
| Title: | Chief Executive Officer | |
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