NewHold Investment Corp IV

Previous wording

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to NewHold Investment Corp IV. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to NewHold Industrial Technology IV LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements as of December 31, 2025 and for the period from October 6, 2025 (inception) to December 31, 2025 included in the Company’s final prospectus for its initial public offering (the “Initial Public Offering”) filed with the SEC on April 16, 2026 as well as the audited Closing Balance Sheet as of April 16, 2026 included in the Current Report on Form 8-K filed with the SEC on April 22, 2026. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any other future periods.

Current wording

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to NewHold Investment Corp IV. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to NewHold Industrial Technology IV LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements as of December 31, 2025 and for the period from October 6, 2025 (inception) to December 31, 2025 included in the Company’s final prospectus for its initial public offering (the “Initial Public Offering”) filed with the SEC on April 16, 2026 as well as the audited Closing Balance Sheet as of April 16, 2026 included in the Current Report on Form 8-K filed with the SEC on April 22, 2026. The interim results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future periods.

Previous wording

We are a blank check company incorporated on October 6, 2025, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this quarterly report as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. However, our management team had been actively in discussions with potential business combination partners in their capacity as officers of NewHold Investment Corp. (“NHIC I”), NewHold Investment Corp. II (“NHIC II”) and NewHold Investment Corp III (“NHIC III”), and we may pursue business combination partners that had previously been in discussions with NHIC I, NHIC II or NHIC III’s management teams. We may pursue an initial business combination in any business or industry. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement of the private units, the proceeds, if any, of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. There can be no assurance that our plans to complete a Business Combination will be successful.

Current wording

We are a blank check company incorporated on October 6, 2025, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this quarterly report as our initial business combination. We have not, as of the date of this report, selected any specific business combination target. However, our management team had been in active discussions with potential business combination partners in their capacity as officers of NewHold Investment Corp. (“NHIC I”), NewHold Investment Corp. II (“NHIC II”) and NewHold Investment Corp III (“NHIC III”), and we may pursue business combination partners that had previously been in discussions with the management teams of NHIC I, NHIC II or NHIC III. We may pursue an initial business combination in any business or industry. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement of the private units, the proceeds, if any, of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. There can be no assurance that our plans to complete a Business Combination will be successful.

Previous wording

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our public shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination within 36 months following the effectiveness of its initial public offering registration statement (the “Nasdaq 36-Month Requirement”). If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our management team.

Current wording

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our public shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination within 36 months following the effectiveness of their initial public offering registration statement (the “Nasdaq 36-Month Requirement”). If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our management team.

Previous wording

As indicated in the accompanying financial statements, at June 30, 2026, we held cash of approximately $1,330,000, current liabilities of approximately $393,000 (which includes approximately $113,000 of deferred compensation which is not payable until the closing of a business combination) and deferred underwriting fees payable of approximately $7,044,000. In addition, the Company is able to draw up to $250,000 per year of interest earned in the Trust Account. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete our initial business combination will be successful.

Current wording

As indicated in the accompanying financial statements, at September 30, 2026, we held cash of approximately $1,332,000, current liabilities of approximately $535,000 (which includes approximately $255,000 of deferred compensation which is not payable until the closing of a business combination) and deferred underwriting fees payable of approximately $7,044,000. In addition, the Company is able to draw up to $250,000 per year of interest earned in the Trust Account. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete our initial business combination will be successful.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering and, subsequent to the offering, identifying and completing a suitable Business Combination. We will not generate any operating revenues until after completion of our initial business combination. We have generated non-operating income in the form of interest income on cash and cash equivalents after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering and, subsequent to the Initial Public Offering, identifying and completing a suitable Business Combination. We will not generate any operating revenues until after completion of our initial business combination. We have generated non-operating income in the form of interest and dividend income on investments held in the Trust Account since the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

General and administrative costs and loss from operations – For the three and six months ended June 30, 2026, we incurred general and administrative costs of approximately $619,000 and $657,000, respectively, consisting of costs associated with our public reporting, listing, and insurance of approximately $196,000 and $234,000, respectively, approximately $125,000 and $125,000 of costs charged by our Sponsor for office space, utilities and secretarial and administrative support, approximately $113,000 and $113,000, respectively, of deferred compensation payable to 3 members of executive management upon the closing of a business combination and approximately $185,000 and $185,000, respectively associated with our search for a business combination.

Current wording

General and administrative costs and loss from operations – For the three and nine months ended September 30, 2026, we incurred general and administrative costs of approximately $464,000 and $1,121,000, respectively, consisting of costs associated with our public reporting, listing, and insurance of approximately $112,000 and $347,000, respectively, approximately $150,000 and $275,000, respectively, of costs charged by our Sponsor for office space, utilities and secretarial and administrative support, approximately $143,000 and $255,000, respectively, of deferred compensation payable to three members of executive management upon the closing of a business combination and approximately $59,000 and $244,000, respectively, associated with our search for a business combination.

Previous wording

Other income– Other income earned during the three and six months ended June 30, 2026 totaled approximately $1,473,000 and $1,473,000, respectively, primarily resulting from interest earned on the assets in the trust account.

Current wording

Other income– Other income earned during the three and nine months ended September 30, 2026 totaled approximately $1,878,000 and $3,351,000, respectively, primarily resulting from interest earned on the assets in the trust account.

Previous wording

At June 30, 2026, we had available to us approximately $1,330,000 of Public Offering proceeds held outside the trust account. In addition, we are able to draw up to $250,000 per year of interest accrued in the Trust Account for working capital purposes. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. Subsequent to June 30, 2026, in August 2026, The Company withdrew $250,000 from the Trust Account for its permitted working capital distribution.

Current wording

At September 30, 2026, we had available to us approximately $1,332,000 of Public Offering proceeds held outside the trust account. In addition, we are able to draw up to $250,000 per year of interest accrued in the Trust Account for working capital purposes, and in August 2026 we withdrew $250,000 from the Trust Account for our permitted working capital distribution for 2026. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

Previous wording

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,025,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per unit, or approximately $7,043,750 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Current wording

The underwriters were paid a cash underwriting discount of $0.20 per Unit and $50,000 of expenses, or $4,075,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per unit, or approximately $7,044,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Previous wording

In connection with the Initial Public Offering, we entered into an Administrative Support Agreement with an affiliate of our Sponsor pursuant to which the Company pays such affiliate $50,000 per month for office space, utilities and secretarial and administrative support and includes $21,500 and $7,100, respectively, per month to be paid to the Company’s Chief Operating Officer and Chief Financial Officer. During the three- and six-month periods ended June 30, 2026 approximately $125,000 was paid under this agreement and no amount was outstanding at June 30, 2026 or December 31, 2025. See also Executive Officer Compensation below.

Current wording

In connection with the Initial Public Offering, we entered into an Administrative Services Agreement with an affiliate of our Sponsor pursuant to which the Company pays such affiliate $50,000 per month for office space, utilities and secretarial and administrative support, which amount includes officer compensation of approximately $33,000 per month. During the three- and nine-month periods ended September 30, 2026, approximately $150,000 and $275,000, respectively, were paid under this agreement and no amount was outstanding at September 30, 2026 or December 31, 2025. See also Executive Officer Compensation below.

Previous wording

Also, commencing on the date on which the securities are first listed on the Nasdaq Global Market, on April 15, 2026, the Company agreed to compensate each of its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer $15,000 per month for their services prior to the consummation of the Company’s initial business combination, all of which would be payable upon the completion of the Company’s initial business combination. The total amount of deferred compensation for the three and six months ended June 30, 2026 was approximately $113,000. See also above for cash compensation paid to certain officers as part of the Administrative Services Agreement.

Current wording

Also, commencing on the date on which the securities are first listed on the Nasdaq Global Market, on April 15, 2026, the Company agreed to compensate each of its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer $15,000 per month for their services prior to the consummation of the Company’s initial business combination, all of which would be payable upon the completion of the Company’s initial business combination. The total amount of deferred compensation for the three and nine months ended September 30, 2026 was approximately $143,000 and $255,000, respectively. See also above for cash compensation paid to certain officers as part of the Administrative Services Agreement.

Previous wording

Subsequent to June 30, 2026, in July 2026, the Company’s Chief Financial Officer resigned and no further accruals of deferred compensation will accrue to this individual as of that date. A new Chief Financial Officer was appointed in July 2026 and that individual will accrue deferred compensation, and cash compensation, under the programs described above.

Current wording

In July 2026, the Company’s Chief Financial Officer resigned and no further deferred compensation accrued to this individual from that date. A new Chief Financial Officer was appointed in July 2026 and that individual accrues deferred compensation, and cash compensation, under the programs described above.