Sec Form 4/A Filing - Charlton Kevin M. @ NewHold Investment Corp. II - 2021-10-29

FORM 4/A 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 Charlton Kevin M. 2. Issuer Name and Ticker or Trading Symbol NewHold Investment Corp. II [ NHIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 12141 WICKCHESTER LANE, SUITE 325 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2021 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 10/27/2021 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

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 Warrants to purchase Class A Common Stock $ 11.5 10/29/2021 P( 1 ) 391,578 ( 2 ) ( 3 ) Class A Common Stock 391,578 $ 1 6,070,254 I See Footnote ( 4 ) Class B Common Stock ( 5 ) ( 5 ) 10/29/2021 J ( 6 ) 145,640 ( 5 ) ( 5 ) Class A Common Stock 145,640 $ 0 2,052,374 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Charlton Kevin M. 12141 WICKCHESTER LANE, SUITE 325 HOUSTON, TX77079 X Chief Executive Officer Signatures /s/ Kevin Charlton 11/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the exercise of the underwriters' over-allotment option, NewHold Industrial Technology Holdings LLC II, the sponsor of the registrant (the "Sponsor"), purchased an additional 391,578 warrants as contemplated under the purchase agreement for the warrants. ( 2 )The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering. ( 3 )The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the registrant's prospectus filed with the SEC. ( 4 )The securities reported herein are directly held by the Sponsor, which is controlled by NewHold Enterprises LLC. Investment and voting decisions for NewHold Enterprises LLC are made by Kevin Charlton, Charles Goldman, Charlie Baynes-Reid and Adam Deutsch. The reporting person disclaims any pecuniary interest in the securities reported herein except to the extent of his beneficial interest in NewHold Enterprises LLC. ( 5 )As described in the registrant's registration statement on Form S-1 (File No. 333-254667) under the heading "Description of Securities - Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. ( 6 )As contemplated in connection with the registrant's initial public offering, 145,640 shares of Class B common stock were returned by the Sponsor to the registrant for no consideration and cancelled because the underwriters' over-allotment option was partially exercised and the remaining portion of the option will not be exercised by the underwriters.

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