Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NewHold Investment Corp. III (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
G6486E102 (CUSIP Number) |
03/03/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G6486E102 |
| 1 | Names of Reporting Persons
NewHold Industrial Technology III 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,982,263.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.76 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported above represent (i) 6,429,663 Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284114) and (ii) 552,600 shares of Class A common stock of the Issuer. NewHold Industrial Technology III LLC is the record holder of the shares of Class A common stock and Class B common stock reported under Item 6 hereof. Samy Hammad, Polly Schneck and Kevin Charlton are the managing members of NewHold Industrial Technology III LLC and hold voting and investment discretion with respect to the ordinary shares held of record by NewHold Industrial Technology III LLC. Accordingly, Samy Hammad, Polly Schneck and Kevin Charlton may be deemed to have or share beneficial ownership of the ordinary shares held directly by NewHold Industrial Technology III LLC. (2) Excludes 276,300 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants underlying the private units held by NewHold Industrial Technology III LLC that are not presently exercisable. (3) The percentage set forth in Row 11 of this Cover Page is based on 27,107,263, which consists of (i) 20,125,0003 Class A ordinary shares of the Issuer issued in the Issuer's initial public offering, (ii) 6,429,663 Class B ordinary shares of the Issuer issued to NewHold Industrial Technology III LLC and (iii) the 552,600 shares of Class A common stock of the Issuer underlying the private units beneficially owned by the Reporting Person as set forth in Row 9.
SCHEDULE 13G
|
| CUSIP No. | G6486E102 |
| 1 | Names of Reporting Persons
Kevin Charlton | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,982,263.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.76 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported above represent (i) 6,429,663 Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284114) and (ii) 552,600 shares of Class A common stock of the Issuer. NewHold Industrial Technology III LLC is the record holder of the shares of Class A common stock and Class B common stock reported under Item 6 hereof. Samy Hammad, Polly Schneck and Kevin Charlton are the managing members of NewHold Industrial Technology III LLC and hold voting and investment discretion with respect to the ordinary shares held of record by NewHold Industrial Technology III LLC. Accordingly, Samy Hammad, Polly Schneck and Kevin Charlton may be deemed to have or share beneficial ownership of the ordinary shares held directly by NewHold Industrial Technology III LLC. (2) Excludes 276,300 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants underlying the private units held by NewHold Industrial Technology III LLC that are not presently exercisable. (3) The percentage set forth in Row 11 of this Cover Page is based on 27,107,263, which consists of (i) 20,125,0003 Class A ordinary shares of the Issuer issued in the Issuer's initial public offering, (ii) 6,429,663 Class B ordinary shares of the Issuer issued to NewHold Industrial Technology III LLC and (iii) the 552,600 shares of Class A common stock of the Issuer underlying the private units beneficially owned by the Reporting Person as set forth in Row 9.
SCHEDULE 13G
|
| CUSIP No. | G6486E102 |
| 1 | Names of Reporting Persons
Polly Schneck | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,982,263.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.76 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported above represent (i) 6,429,663 Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284114) and (ii) 552,600 shares of Class A common stock of the Issuer. NewHold Industrial Technology III LLC is the record holder of the shares of Class A common stock and Class B common stock reported under Item 6 hereof. Samy Hammad, Polly Schneck and Kevin Charlton are the managing members of NewHold Industrial Technology III LLC and hold voting and investment discretion with respect to the ordinary shares held of record by NewHold Industrial Technology III LLC. Accordingly, Samy Hammad, Polly Schneck and Kevin Charlton may be deemed to have or share beneficial ownership of the ordinary shares held directly by NewHold Industrial Technology III LLC. (2) Excludes 276,300 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants underlying the private units held by NewHold Industrial Technology III LLC that are not presently exercisable. (3) The percentage set forth in Row 11 of this Cover Page is based on 27,107,263, which consists of (i) 20,125,0003 Class A ordinary shares of the Issuer issued in the Issuer's initial public offering, (ii) 6,429,663 Class B ordinary shares of the Issuer issued to NewHold Industrial Technology III LLC and (iii) the 552,600 shares of Class A common stock of the Issuer underlying the private units beneficially owned by the Reporting Person as set forth in Row 9.
SCHEDULE 13G
|
| CUSIP No. | G6486E102 |
| 1 | Names of Reporting Persons
Samy Hammad | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,982,263.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.76 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported above represent (i) 6,429,663 Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284114) and (ii) 552,600 shares of Class A common stock of the Issuer. NewHold Industrial Technology III LLC is the record holder of the shares of Class A common stock and Class B common stock reported under Item 6 hereof. Samy Hammad, Polly Schneck and Kevin Charlton are the managing members of NewHold Industrial Technology III LLC and hold voting and investment discretion with respect to the ordinary shares held of record by NewHold Industrial Technology III LLC. Accordingly, Samy Hammad, Polly Schneck and Kevin Charlton may be deemed to have or share beneficial ownership of the ordinary shares held directly by NewHold Industrial Technology III LLC. (2) Excludes 276,300 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants underlying the private units held by NewHold Industrial Technology III LLC that are not presently exercisable. (3) The percentage set forth in Row 11 of this Cover Page is based on 27,107,263, which consists of (i) 20,125,0003 Class A ordinary shares of the Issuer issued in the Issuer's initial public offering, (ii) 6,429,663 Class B ordinary shares of the Issuer issued to NewHold Industrial Technology III LLC and (iii) the 552,600 shares of Class A common stock of the Issuer underlying the private units beneficially owned by the Reporting Person as set forth in Row 9.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
NewHold Investment Corp. III | |
| (b) | Address of issuer's principal executive offices:
52 Vanderbilt Avenue, Suite 2005, New York, NY 10017. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the "Reporting Persons": (i) NewHold Industrial Technology III LLC (ii) Kevin Charlton (iii) Polly Schneck (iv) Samy Hammad Samy Hammad, Polly Schneck and Kevin Charlton are the managing members of NewHold Industrial Technology III LLC and hold voting and investment discretion with respect to the ordinary shares held of record by NewHold Industrial Technology III LLC. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the benefic
ial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed. | |
| (b) | Address or principal business office or, if none, residence:
52 Vanderbilt Avenue, Suite 2005, New York, NY 10017. | |
| (c) | Citizenship:
(i) NewHold Industrial Technology III LLC -- Delaware (ii) Kevin Charlton -- United States (iii) Polly Schneck -- United States (iv) Samy Hammad -- United States | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
G6486E102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class:
- %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
- | ||
| (ii) Shared power to vote or to direct the vote:
- | ||
| (iii) Sole power to dispose or to direct the disposition of:
- | ||
| (iv) Shared power to dispose or to direct the disposition of:
- | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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99.1 Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13G, dated May 15, 2025. |