NewHold Investment Corp IV

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Simultaneously with the closing of the Initial Public Offering, the Company completed the private placement of an aggregate of 641,250 units (the “Private Placement Units”) to the Sponsor and BTIG, LLC, the representative of the underwriters, at $10.00 per Unit, each Unit consisting of one Class A Ordinary Share and one-third of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share of the Company. Of those 641,250 Private Placement Units, the Sponsor purchased 440,000 Private Placement Units and BTIG, LLC purchased 201,250 Private Placement Units. The Warrants contained in the Private Placement Units are identical to the Warrants included in the Units sold in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The registration statement on Form S-1 for the Initial Public Offering was declared effective by the SEC on April 14, 2026. Of the gross proceeds of the Initial Public Offering and the sale of the Private Placement Units, $201,250,000 was placed in the Trust Account. There has been no material change in the planned use of the proceeds from the Initial Public Offering and the private placement as described in the Company’s final prospectus for the Initial Public Offering.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Quarterly Report.