Filed by NewCleo Ltd.
pursuant to Rule 425
of the Securities Act of 1933, as amended
and deemed filed pursuant
to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject Company: NewHold
Investment Corp III
(Commission File No.:
001-42541)
May 27, 2026
The following FAQ was provided
to employees of NewCleo Ltd. on May 27, 2026:
Employee FAQ
| 1. | What was announced today? |
| ● | Today
we announced that newcleo plans to become a public company in the U.S. and list its
stock on Nasdaq. |
| ● | This
milestone will be accomplished through a proposed business combination with a special purpose
acquisition company (SPAC), NewHold Investment Corp III (Nasdaq: NHIC). |
| ● | Upon
closing of the proposed transaction, newcleo will become a public company and be listed
on the Nasdaq under the ticker symbol "NWCL". |
| ● | A
SPAC is a publicly traded shell company formed with the goal of combining with an operating
company, resulting in such company trading in the public markets. |
| ● | A
business combination with a SPAC is a viable alternative to the traditional IPO process,
providing a potential source of capital to support a company’s growth plan. |
| 3. | I saw that a “PIPE”
was mentioned in the announcement release. What is a PIPE and what does that signal? |
| ● | A
PIPE transaction is a private investment in public equity and is a form of acquisition financing
that often accompanies a SPAC merger. |
| ● | In
a PIPE transaction, the SPAC and the company identify an investor or group of investors to
provide capital to the post-closing company in exchange for restricted securities of the
post-closing company at a negotiated price (typically equal to the SPAC IPO price). |
| 4. | When will the transaction
close and when will newcleo become a public company? |
| ● | We
expect to complete the proposed transaction in the
second half of 2026 with trading starting the next business day after the closing
date. |
| 5. | Why is newcleo going
public through a SPAC merger? Why does this make sense now and over time? |
| ● | This
is a strategic business decision that we expect to benefit our company as we move towards
our goals and U.S. expansion. |
| ● | Becoming
a publicly traded company is the logical next step to support our growth, as we believe that
we will be ideally positioned to advance our mission to generate safe, clean, and sustainable
nuclear energy at a competitive cost. |
| ● | We
believe that the completion of the proposed transaction will provide significant financial
resources to fund our accelerated growth and globally scale our business of designing, building,
and operating Gen-IV Advanced Modular Reactors (AMRs). |
| 6. | Who is NewHold and why are
they the right partner? |
| ● | NewHold
Investment Corp III is a Nasdaq-traded SPAC (ticker: NHIC) led by CEO Kevin Charlton, which
was formed for the purpose of combining with an industrial
technology company. |
| ● | The
NHIC team is comprised of long-term oriented, results driven investors and advisors, with
a breadth of experience across public markets. |
| ● | Kevin
Charlton, the CEO, is a six-time SPAC executive and is accompanied by an experienced management
team and board. |
| ● | NewHold
is an ideal strategic and financial partner for newcleo and will be a key enabler
of our long-term success in the nuclear energy sector. NewHold will remain actively engaged
following closing of the proposed transaction, supporting capital-markets strategy, governance,
and investor engagement alongside newcleo’s management team. |
| 7. | What are the final terms
of the deal? |
| ● | The
terms of the proposed transaction are detailed in our press release and presentation available
on www.nhicspac.com. There is a link to the information on our newcleo website as
well, in the Investors page and in the press release in News & Insights. |
| ● | There
will also be additional disclosure in the registration statement on Form F-4, when available,
that newcleo will file with the Securities and Exchange Commission (the “SEC”). |
| 8. | Will there be significant
changes to newcleo following the business combination? |
| ● | We
will continue to operate under the newcleo name and there will be no material changes
to the team or how we operate day to day. It will be business as usual at newcleo
– so please continue to do the great work you do day in and day out. |
| ● | Our
focus remains on working towards developing fast-reactor technology and closed fuel-cycle
solutions technologies for safe, clean, and sustainable nuclear energy. |
| ● | There
will be additional responsibilities that come with becoming a public company – see
our answers to the questions below. |
| 9. | What does this mean for me? |
| ● | As
we enter this new chapter, there are some rules we must all follow. There will be new reporting
requirements, some restrictions on securities trading, and regulators like the SEC have strict
regulations governing external communications. |
| ● | To
avoid delays or any other repercussions resulting from violating applicable securities laws
and regulations, we must avoid speaking publicly about this proposed transaction and other
internal aspects of our company, such as our business metrics, business plans and financials. |
| ● | You
must refrain from making statements about the proposed transaction, our company and our performance
in open forums. This applies when you are on the phone, on airplanes, in bars, in elevators,
in line at the grocery store, at parties and even when you are among close friends and family. |
| ● | Please
refer to our social media guidelines for additional details on social media communications. |
| 10. | What should I do if I'm
contacted about this transaction? |
| ● | If
someone outside the company – especially a member of the press – asks you about
newcleo's plans to go public or other fundamental company information, please decline
to respond. |
| ● | For
any persistent inquiries from press or otherwise, please forward details of the inquiry to
Ricardo Berjano Andolfi (*******) who can help handle such requests
appropriately during this sensitive time. |
| 11. | Can I buy stock in NewHold? |
| ● | NO.
As company policy, newcleo team members and their family members cannot
buy or sell NewHold stock on the public market as such transactions are prohibited by applicable
securities laws regarding insider trading. This ensures that no one is trading with material
non-public information (“MNPI”). |
| ● | Trading
or providing MNPI to others who then buy or sell securities (“tipping”) while
you are in possession of MNPI is a violation of SEC regulations and applicable securities
laws, which can result in civil and/or criminal penalties for you and our company. |
| ● | We
will follow-up with a more detailed trading policy for when the transaction closes and newcleo
becomes a publicly traded company. |
| 12. | Will I be awarded stock
options or another way to own newcleo stock? |
| ● | We
will follow up with more details about employee stock option plans aligned with the company’s
governance and strategy. |
Important Information for Investors
and Shareholders
NewHold and NewCleo Ltd. (“newcleo”)
intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended,
the “Registration Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the
“Proxy Statement/Prospectus”) in connection with the proposed business combination between NewHold and newcleo (the “Business
Combination”), the private placements of securities in connection with the Business Combination, if any (the “Private Placement
Transactions”), and the other transactions contemplated by the business combination agreement and/or as described in this communication
(together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive
proxy statement and other relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting
on the Business Combination and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other
documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be
considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision
in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED
PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION
OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS
AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND
THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy
Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, once available,
on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005,
New York, New York 10017, or to: NewCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER THE SEC NOR ANY STATE SECURITIES
REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS
COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION
TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The securities to be issued by newcleo
in connection with the Proposed Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), except pursuant to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the
United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
NewHold, newcleo and their respective
directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders
in connection with the Business Combination. A list of the names of NewHold’s directors and executive officers and information
regarding their interests in the Business Combination and their ownership of NewHold’s securities is, or will be, contained in
NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination, including the names
and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected
to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents as described
above.
No Offer or Solicitation
This communication is for informational
purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in
respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange
the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements
for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking
statements within the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All
statements contained in this communication other than statements of historical fact, including, without limitation, statements
regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading
of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected
amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments
or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide
fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s demonstration
projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business strategy, develop
its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity
and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer
demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s
intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often
identified by the use of words such as “anticipate,” “believe,” “continue,” “could,”
“develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “seek,” “should,” “target,”
“will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not
forward-looking.
These forward-looking statements are
based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation
of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined
company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due
to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement
Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed
Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities
following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current
plans, operations, relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain
key personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute
newcleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s
early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct
and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of
advanced nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks
related to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project
delays, cost overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks
related to obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control
approvals in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate;
(13) changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development,
energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as
a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount
of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain
the quotation, listing or trading of securities of NewHold or newcleo; (16) risks related to increased competition in the industries
in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export
controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company
reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation,
cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell
company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s
securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other
risks detailed from time to time in NewHold’s filings with the SEC, including the Registration Statement and related documents
filed or to be filed in connection with the Business Combination.
The foregoing list of risk factors is
not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025,
NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration
Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo
from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other
important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.
Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ
materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking
statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking
statements, each of which is made only as of the date of this communication.
