NewHold Investment Corp III SEC Filings

NewCleo Ltd. disclosed slides describing a proposed business combination with NewHold Investment Corp III (the SPAC) and merger subsidiaries, presented to employees on July 7, 2026. The filing states the Company intends to file a Registration Statement that will include a definitive proxy statement/prospectus to be delivered to SPAC shareholders after the Registration Statement is declared effective.

The filing is informational, reiterates that it is not an offer or solicitation, and emphasizes that additional material will be included in SEC filings (including the Registration Statement and proxy statement/prospectus) which shareholders should read when available.

NewCleo Ltd. presented an employee information session about a limited stock option exercise window that opened July 6, 2026 and closes July 10, 2026. The session explained vesting, exercise mechanics, payroll simulations, tax treatment on exercise, a €0.01 subscription price, a share consolidation/conversion factor of 0.4811, a six-month (180 days) post-closing lock-up and an earn-out equal to 10% of holdings subject to price triggers at $15 and $18. HR will run personalized payroll simulations; employees must pay the exercise price by bank transfer and complete documents via Ledgy/DocuSign. The company noted all share resales are suspended as of July 1, 2026, and that further SEC filings about the proposed business combination will be provided.

NewHold Investment Corp. III and newcleo Ltd. announced that newcleo filed a registration statement on Form F-4 with the SEC on July 6, 2026 in connection with their proposed business combination. The transaction, approved by both boards, is expected to close in the second half of 2026, subject to approval by NewHold’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. Following closing the combined company is expected to operate as newcleo plc and list on Nasdaq under the ticker NWCL. The proposed business combination is expected to provide up to $429 million in gross proceeds to newcleo, consisting of a $220 million PIPE and up to $209 million of cash held in NewHold’s trust account, before redemptions and transaction expenses.

NewCleo Ltd. disclosed a proposed business combination to go public in the United States by merging with NewHold Investment Corp III, a Nasdaq‑listed SPAC, creating a public company under the ticker NWCL. The proposal values Newcleo at approximately $2.4 billion and contemplates raising up to $429 million, including a $220 million PIPE and up to $209 million held in the SPAC’s trust.

The filing states the company has previously raised about $780 million from private investors and remains unprofitable while in its pre‑industrial development phase. The registration statement, proxy statement/prospectus and additional SEC filings will provide detailed terms, risks, and shareholder materials for approval.

NewCleo Ltd. reported progress toward a U.S. listing via a proposed business combination with a U.S. SPAC and states it has €220 million in subscriptions and an implied valuation of €2.4 billion. The company says it has filed documents with the SEC and intends to file a Registration Statement and proxy/prospectus in connection with the Proposed Business Combination. NewCleo also reported €209 million in existing SPAC capital and said proceeds will support pilot reactor work in Italy, construction of a U.S. fuel facility and reactors, and ongoing European projects.

NewCleo Ltd. files a Form 8-K/425 reporting a CEO interview and disclosing a proposed business combination with a SPAC. The company said its planned Nasdaq listing and a partnership with Oklo underpin near-term funding needs, reporting about $780m previously raised and saying the listing should fund operations for roughly two years. The CEO discussed US deployment prospects, regulatory pathway Part 53, a target fuel facility operational goal of 2031, a planned French MOX facility by 2032, and a 10 MW thermal non-nuclear test facility due to finish in 2026 with commissioning in 2027. The filing states that a Registration Statement, proxy statement/prospectus and other SEC materials will be filed in connection with the Proposed Business Combination.

Newcleo Ltd. said it intends to combine with NewHold, pursuing a Nasdaq listing via SPAC to raise up to $429 million in gross proceeds to fund development of its lead-cooled fast reactors. The company is shifting its planned first-of-a-kind commercial deployment toward the US, citing faster licensing under Part 53 and a DOE program offering up to 20 tons of plutonium to selected advanced reactor vendors. Newcleo has previously raised $780 million and plans a 200 MW commercial design; a demonstration (non-nuclear) reactor using 10 megawatts of electrical heat will be completed and begin operating in 2027. The company says plutonium allocation and related agreements are conditions for building and that regulatory and site processes differ between the US and Europe.

NewCleo Ltd. summarizes key terms of its proposed business combination with NewHold Investment Corp III. The company and NewHold agreed a $2.35 billion pre-money base equity valuation (equivalent to €2.0 billion at an exchange rate of 0.851), subject to adjustments for capital raises and final closing calculations. NewCleo plans to re-register as a UK public limited company and list on Nasdaq under the proposed ticker NWCL at Closing. The transaction contemplates a capital restructuring with an estimated Recapitalization Factor of 0.4813, an illustrative post-restructuring total of 298,623,336 ordinary shares and existing NewCleo shareholders holding 242,802,641 shares (approximately 81.4% of go-forward ownership) under the current assumptions. The transaction includes a $220.0 million PIPE for which 22,000,000 shares are expected to be issued and an Earnout Consideration equal to up to 10% of equity (illustratively 24,482,702 shares at the implied valuation). Key steps include shareholder votes (general meetings on 29 June 2026 and an expected second meeting in August 2026) and SEC review of a Form F-4 Registration Statement.

NewCleo Ltd. disclosed a proposed business combination with a SPAC sponsor and related merger subsidiaries, presented publicly on June 10, 2026. The parties intend to file a Registration Statement with the SEC that will include a preliminary and definitive proxy statement/prospectus for the SPAC shareholders to vote on the Proposed Business Combination.

The filing reiterates that this Form 8-K/425 is informational only, is not a solicitation or offer of securities, and that investors should read the Registration Statement, proxy statement/prospectus and other SEC filings when available. The disclosure includes standard forward-looking statements and risk factors, and references the SPAC’s final prospectus dated February 27, 2025.