Welcome to our dedicated page for NewHold Investment III SEC filings (Ticker: NHIC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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) 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.
NewHold Investment Corp III, a Cayman Islands SPAC, reported a net loss of $3.345 million for the quarter and $2.641 million for the six months ended June 30, 2026, compared with net income in the prior-year periods. General and administrative expenses rose sharply to $5.216 million for the quarter, while interest income from the Trust Account contributed $1.871 million in other income for the quarter and $3.726 million year-to-date.
Total assets were $213.474 million, of which $212.934 million is held in the Trust Account backing 20,125,000 Class A ordinary shares subject to redemption at approximately $10.58 per share. Cash outside the Trust Account was $364,000, and NewHold reported negative working capital of about $6.272 million.
NewHold entered into a Business Combination Agreement on May 26, 2026 with NewCleo Ltd. and two merger subsidiaries, establishing a multi-step merger structure that would make NewHold a wholly owned subsidiary of Newcleo at closing. Concurrently, six shareholders agreed under Non-Redemption Agreements not to redeem an aggregate of 923,780 Class A shares in exchange for a potential issuance of 92,378 new shares. Management concluded that NewHold faces substantial doubt about its ability to continue as a going concern for one year due to limited cash, negative working capital, and the requirement to complete a business combination by March 3, 2027.
NewHold Investment Corp. III and newcleo Ltd. report that the SEC has declared effective newcleo’s Registration Statement on Form F-4, advancing their proposed business combination and planned Nasdaq listing. NewHold shareholders are scheduled to vote at an Extraordinary General Meeting at 9:00 a.m. ET on September 17, 2026, for shareholders of record as of August 7, 2026.
The transaction, approved by both boards, is expected to close in the second half of 2026, after which the combined company will operate as newcleo plc and is expected to trade on Nasdaq under the ticker “NWCL”. The business combination is expected to provide up to $429 million in gross proceeds to newcleo from $220 million of PIPE proceeds and up to $209 million of cash held in NewHold’s trust account, before accounting for redemptions and transaction expenses. newcleo highlights its advanced modular lead-cooled fast reactor and mixed-oxide fuel technology, supported by approximately $780 million in private funding and more than 900 employees across Europe and the United States.
NewHold Investment Corp III is seeking shareholder approval for a business combination with newcleo plc, a UK-based nuclear technology company, via a two-step merger structure. Newcleo will undergo a capital restructuring, then its subsidiaries will merge with NewHold so that NewHold ultimately becomes a wholly owned subsidiary of newcleo.
The registration covers up to 20,217,378 Company Ordinary Shares, 10,062,500 Company Warrants, and 10,062,500 Ordinary Shares underlying warrants. A concurrent PIPE provides 22,000,000 shares at $10.00 each for $220,000,000, and closing requires at least $200,000,000 of trust plus PIPE cash and at least $5,000,001 of net tangible assets after redemptions.
Assuming all SPAC warrants are exercised, Company shareholders are expected to own about 81.5%–87.1% of the combined company depending on redemptions, with SPAC public shareholders holding 0.3%–6.7% and PIPE investors 7.3%–7.8%. Newcleo plans to list on Nasdaq under the symbol “NWCL”. SPAC public shareholders may redeem their shares for cash while still voting on the deal or abstaining.
NewCleo Ltd. provided an English Q&A for employees about its stock option exercise window open July 6–10, 2026 and the treatment of options in connection with the proposed SPAC business combination. The company states the exercise price is €0.01, the current share reference price is €4.23, and a conversion factor will adjust share counts and per‑share value without changing aggregate economic value. Vesting is automatic on each grant anniversary in four 25% increments. The filing confirms plans to file a Registration Statement and proxy/prospectus with the SEC for the Proposed Business Combination.
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.