8-A12B 1 ea148532-8a12b_newhold2.htm 8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

NewHold Investment Corp. II

(Exact Name of Registrant as Specified in its Charter)

	Delaware		86-2298898
	(State of Incorporation		(I.R.S. Employer
	or Organization)		Identification No.)

12141 Wickchester Lane, Suite 325

Houston, TX 77079

(Address of Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered

Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant to purchase one shareof Class A Common Stock		The NASDAQ Stock Market LLC

Class A Common Stock, par value $0.0001 per share		The NASDAQ Stock Market LLC

Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50		The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-254667.

Securities to be registered pursuant to Section 12(g) of the Act: None.

Item 1.

Description of Registrant’s Securities to be Registered.

A description of the units, Class A common stock and warrants to be registered hereunder is contained in the section entitled “Description of Securities” in the Prospectus included in NewHold Investment Corp. II’s (the “Registrant”) Registration Statement on Form S-1 (Registration No. 333-254667) initially filed with the Securities and Exchange Commission on March 24, 2021, as amended from time to time (the “Registration Statement”). This information is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are filed subsequently to the Registration Statement are hereby also incorporated by reference herein.

Item 2.

Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: October 20, 2021	NEWHOLD INVESTMENT CORP. II

	By:	/s/ Kevin Charlton
	Name:	Kevin Charlton
	Title:	Chief Executive Officer

SEC Form 8-A12B filed by National Holdings Corporation