NewHold Investment Corp III filings document the company’s public-reporting obligations as a blank-check issuer, including annual-report timing under Form 12b-25. The filing record identifies the company’s status as a SPAC and covers disclosure areas tied to its capital structure, periodic reporting, governance, and business-combination purpose.
NewHold Investment Corp. III (NHIC) reports that its Class A ordinary shares, warrants, and units are being removed from listing and/or registration on Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq states it has complied with its rules to strike these securities from listing, and the company is noted as having complied with the exchange’s rules and applicable SEC requirements for voluntary withdrawal of the class of securities from listing and registration.
NewHold Investment Corp. III (NHIC) reported that on September 17, 2026 its shareholders approved key proposals for a business combination with newcleo plc. At the extraordinary general meeting, 21,272,849 of 27,612,763 ordinary shares entitled to vote were represented, equal to 77.04% participation.
Shareholders approved, by ordinary resolution, the Business Combination Proposal tied to the Business Combination Agreement among NewHold, newcleo and two merger subsidiaries, with votes of 19,986,437 for, 1,286,410 against and 2 abstentions. They also approved, by special resolution, the Merger Proposal for the first merger step, with 19,986,439 for and 1,286,410 against. NewHold disclosed extensive forward‑looking statements and risk factors related to completing the business combination, private placement transactions and newcleo’s advanced nuclear technology development.
NewHold Investment Corp. III (NHIC) reported that shareholders approved its business combination with newcleo plc at an extraordinary general meeting held on September 17, 2026. Of 27,612,763 ordinary shares entitled to vote as of August 7, 2026, 21,272,849 shares, or 77.04%, were represented in person or by proxy.
Shareholders approved the Business Combination Proposal to enter into and adopt the Business Combination Agreement among NewHold, newcleo and two newcleo subsidiaries, under which NewHold will undergo a two-step merger structure and become an indirect wholly owned subsidiary of newcleo. The proposal received 19,986,437 votes for, 1,286,410 against and 2 abstentions. A related Merger Proposal was also approved, with 19,986,439 votes for and 1,286,410 against. NewHold disclosed that closing of the Business Combination is anticipated on or about September 21, 2026, subject to customary conditions, after which the combined company is expected to operate as newcleo plc with its common stock and warrants trading on Nasdaq under the symbols “NWCL” and “NWCLW.”
NewHold Investment Corp. III (NHIC) disclosed that, in connection with its pending business combination with newcleo, it has entered into a prepaid share forward Forward Purchase Agreement with an unaffiliated investor. The investor may acquire up to 7,000,000 NewHold Class A shares in the market or from its existing holdings and will irrevocably waive redemption rights on those shares.
At closing of the business combination, NewHold will pay the investor a Prepayment Amount equal to the number of shares subject to the agreement multiplied by the per‑share redemption price (estimated at about $10.65 per share based on the trust balance as of September 9, 2026), funded directly from the SPAC’s trust account. The transaction matures on the earliest of 24 months after closing, a date chosen by the combined company after a resale registration becomes effective, or a date chosen by the investor, and can be partially unwound earlier at the investor’s option.
On maturity, if newcleo shareholders approve share repurchases and the company has sufficient distributable reserves, the deal settles physically, with the investor delivering the remaining shares and retaining a portion of the prepayment. Without such approval or reserves, settlement occurs in cash over a defined Valuation Period based on trading‑day volume‑weighted prices. NewHold states that the purpose of the structure is to potentially increase cash available to the combined company and notes that no redemption requests had been received as of the filing date.
NewHold Investment Corp. III (NHIC) announced a prepaid share forward arrangement tied to its proposed business combination with newcleo. NewHold and newcleo entered into a Forward Purchase Agreement with an unaffiliated stockholder, under which the investor intends to buy up to 7,000,000 Class A shares ("Recycled Shares") in the market or from its existing holdings and irrevocably waive redemption rights on these shares.
At closing of the business combination, NewHold will pay the investor a Prepayment Amount equal to the number of covered shares times the per-share redemption price from the trust account, which NewHold estimates at $10.65 per share based on the September 9, 2026 balance. The transaction matures on the earliest of 24 months after closing, a date chosen by the combined company once a resale registration is effective, or a date chosen by the investor, with settlement in shares or cash depending on newcleo shareholder approval and distributable reserves.
The agreement prohibits the investor from short sales or maintaining a net short position, requires waiver of all redemption rights on participating shares, and is structured to comply with tender offer rules, including Rule 14e-5. NewHold states the purpose is to potentially increase cash available to the combined company, notes that the seller held less than 5% of shares before the agreement, and reports that no redemption requests had been received as of this disclosure.
NewHold Investment Corp. III (NHIC) presents details of its proposed business combination with newcleo plc, a developer of Generation IV lead‑cooled fast reactors using MOX fuel, implying an approximately $2.4 billion pre‑money equity value, subject to adjustment for additional cash raised by newcleo before closing.
NHIC holds $209 million in cash in trust and has a $220 million PIPE, which together could provide up to about $374 million of net proceeds assuming no redemptions. newcleo reports 2025 revenue of $37.0 million, a deliberate 30% year‑over‑year decline as subsidiary capacity was redirected from third‑party work to internal first‑of‑a‑kind facilities, and other income of $21.9 million mainly from European R&D incentives.
newcleo has more than 900 employees, over $800 million of prior private funding, and a 9.2 gigawatt commercial pipeline across Europe and the United States for its 200 MWe LFR‑AS‑200 reactor and MOX fuel platform. The roadmap includes non‑nuclear test facilities already operating or under construction in Italy, a planned MOX plant targeting 2031, and a first‑of‑a‑kind 200 MWe LFR in the United States targeted for 2032.
NewHold Investment Corp. III (NHIC) and newcleo plc describe the status of their proposed business combination and related private placement transactions. A registration statement covering the Proxy Statement/Prospectus was declared effective on August 6, 2026, and definitive proxy materials will be mailed to NewHold shareholders of record as of August 7, 2026 for a vote on the transactions.
The disclosure emphasizes that it is not an offer of securities and urges investors to review the full Proxy Statement/Prospectus and related SEC filings for details on the deal, financing arrangements and risks. It also includes extensive forward-looking statements about the combined company’s plans, newcleo’s advanced nuclear technology development, expected financing proceeds, potential Nasdaq trading and numerous regulatory, technical, financing, market and execution risks that could cause actual results to differ.
NewHold Investment Corp. III (NHIC) is proceeding with a proposed business combination with newcleo plc that is expected to result in the combined company listing on Nasdaq under the ticker NWCL, following approval by NewHold shareholders. The combination will be effected via a merger with a special purpose acquisition company structure and includes related private placement transactions. A Registration Statement containing a joint Proxy Statement/Prospectus was declared effective on August 6, 2026, and NewHold shareholders of record as of August 7, 2026 will receive definitive materials to vote on the business combination and related matters. A shareholder meeting on September 17 is scheduled to consider the merger, and management has stated they expect the combined entity to begin trading on Nasdaq shortly after that date, subject to approvals and closing conditions.
NewHold Investment Corp. III (NHIC) and newcleo Ltd. describe the status and process for their proposed business combination and related private placement transactions. A registration statement containing NewHold’s proxy statement and newcleo’s prospectus was declared effective on August 6, 2026.
Shareholders of record of NewHold as of the close of business on August 7, 2026 will receive definitive proxy materials for an extraordinary general meeting to vote on the proposed transactions. The communication emphasizes that it is not an offer or solicitation for securities and highlights extensive forward‑looking statements and risk factors tied to transaction completion, financing, regulatory approvals and newcleo’s advanced nuclear technology development.
Barclays PLC reports its beneficial ownership position in Newhold Investment Corp II-A common stock. Barclays discloses beneficial ownership of 863,817 shares, representing 4.13% of the class. This includes 838,817 shares with sole voting and dispositive power and 25,000 shares with shared voting and dispositive power. The filing notes that Barclays’ holdings are now at or below the 5 percent threshold for this class of securities and identifies Barclays Bank PLC and Barclays Capital Inc as relevant subsidiaries.