Sec Form 4 Filing - NewHold Industrial Technology III LLC @ NewHold Investment Corp. III - 2025-03-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NewHold Industrial Technology III LLC 2. Issuer Name and Ticker or Trading Symbol NewHold Investment Corp. III [ NHIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 52 VANDERBILT AVENUE, SUITE 2005 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2025 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares, par value $0.0001 ( 1 ) 03/03/2025 P 552,600 A 552,600 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant ( 1 ) $ 11.5 03/03/2025 P 276,300 ( 3 ) ( 4 ) Class A Ordinary Shares, par value $0.0001 276,300 ( 2 ) 276,300 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NewHold Industrial Technology III LLC 52 VANDERBILT AVENUE SUITE 2005 NEW YORK, NY10017 X Signatures /s/ NewHold Industrial Technology III LLC By Polly Schneck, its Managing Member 03/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Simultaneously with the consummation of the Company's initial public offering, NewHold Industrial Technology III LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 552,600 units (the "Private Units") in a private placement for an aggregate purchase price of $5,526,000. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant. ( 2 )The Private Units were purchased for $10.00 per unit. ( 3 )The warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination. ( 4 )The warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Remarks: 1. 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 the sponsor. Samy Hammad, Polly Schneck and Kevin Charlton disclaim any beneficial ownership of the securities held by NewHold Industrial Technology III LLC other than to the extent of any pecuniary interest they may individually have therein, directly or indirectly.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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