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)
The following is an English translation
of an excerpt from an interview with Stefano Buono, Chief Executive Officer of NewCleo Ltd., at the Future Investment Initiative summit
held in Rome, Italy, published on Youtube by the channel “Adnkronos”:
Alessandro Pulcini:
We are here with Stefano Buono, CEO of Newcleo, and we would like to take this opportunity to discuss some of your company’s projects.
The company recently announced its intention to list in the United States. How is that project progressing, and what are the next steps?
Stefano Buono:
The listing project is progressing very well because, since it is a merger with an American company that is already publicly traded,
the transaction has already been partially completed. The most difficult part is behind us. We have secured 220 million in subscriptions
for when the merger becomes effective. We have filed the documents with the SEC, so, once they are ready and can become public, I believe
the transaction could be completed within a couple of weeks.
Alessandro Pulcini:
What are the figures involved in the transaction?
Stefano Buono:
In this merger, we were valued at approximately 2.4 billion, and we are raising €220 million from new investors. The company already
has 209 million in existing capital. Since it is a SPAC, the shareholders have the option of withdrawing their capital and perhaps using
it in another SPAC, which is a fairly typical mechanism. However, it will depend on how much this merger is considered to be a good deal.
It is possible that several shareholders may decide to remain in the SPAC, meaning that the capital will remain as well.
Alessandro Pulcini:
Years ago, when you were still more of a start-up than a scale-up—as we can perhaps describe you now—the plan was to raise
the well-known €3 billion round. How does the listing fit into the path you had envisioned several years ago?
Stefano Buono:
I have always viewed the American market as a possible outcome for the company because we are an innovative company, and the American
market is therefore a more natural choice, as it is more inclined to finance innovation. I considered it quite late because we did not
have any operations in the United States.
Over the past year, however, we have
entered the American system because we are the only company in the world with an advanced project for a facility that produces fuel from
recycled material—that is, from nuclear fuel—which reflects a recent change in US policy.
Since we can now deploy our activities
in the United States, we have been able to accelerate this process. We need to have operations there in order to be listed on Nasdaq;
otherwise, there would not be the level of interest that we hope to attract in the future.
Alessandro Pulcini:
You have effectively already answered my question, but there has been some discussion in Italy about the fact that major companies and
new Italian technology companies are not listing in Italy, but in the United States. Could you also comment on the need to list in a
capital market that is necessarily much, much larger than ours?
Stefano Buono:
Before this company, I listed a biotech company that faced more or less the same problems. When there is limited capital available for
this type of investment, this clearly becomes a limiting factor for the European market. Unfortunately, all European markets are very
similar.
We have seen only a few biotech companies
go public, mainly on Euronext, although they are finally beginning to appear. For a company such as ours, it is clearly necessary to
have a market that already understands investment in innovation.
I believe that the capital available
in the United States for this type of investment is at least 100 times greater than the capital available in Europe, so it is on an entirely
different scale.
Alessandro Pulcini:
There is also the operational factor. In the United States, the government is currently providing a major push, and Trump has strongly
promoted nuclear energy. Oklo, the company with which you have formed a partnership in the United States, is also very well positioned
in terms of its relationship with the Department of Energy.
How will the funds raised through the
listing be used, particularly in terms of the balance you need to strike between your projects in the United States and your projects
in Europe, in France and perhaps also in Italy in the near future?
Stefano Buono:
Yes, with the capital we have raised, we need to move closer to the construction phase and make significant progress with licensing.
However, there is something we have built in Italy that is essentially a reactor. It has the complexity of a nuclear reactor, but it
is heated using electricity rather than a nuclear reaction, and at a significant level: 10 MW.
Every other part of the machine is as
complex as the final machine. It even includes a Fincantieri turbine, which we installed two days ago, so we will also generate electricity.
We therefore have a machine in Italy
that is representative, in every respect, of a future SMR. We will work with it over the next five years and learn how to operate the
final reactor.
This required investment, and completing
this machine is part of how we will use the funds we have raised. However, we also need to begin constructing the American fuel facility
and the reactor in the United States, while continuing to advance all our European projects in Slovakia and France.
Important Additional
Information Regarding the Transaction Will Be Filed With the SEC
This Form 8-K is
provided for informational purposes only and contains information with respect to a proposed business combination (the “Proposed
Business Combination”) between the SPAC, the Company and the Merger Subs. This Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
In connection with
the Proposed Business Combination, the Company intends to file the Registration Statement with the SEC, which will include a proxy statement
to the SPAC shareholders and a prospectus for the registration of Company securities. After the Registration Statement is declared effective
by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all of the SPAC shareholders as of
the record date to be established for voting on the Proposed Business Combination and will contain important information about the Proposed
Business Combination and related matters. Shareholders of the SPAC and other interested persons are advised to read, once available,
the preliminary proxy statement/prospectus and any amendments thereto and, once available, the
definitive proxy statement/prospectus, in connection with the SPAC’s solicitation of proxies for its extraordinary meeting of shareholders
to be held to approve, among other things, the Proposed Business Combination, because these documents will contain important information
about the SPAC and the Company and the Proposed Business Combination. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. The SPAC and the Company will also file other
documents regarding the Proposed Business Combination with the SEC. This Form 8-K does not contain all the information that should be
considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision or any other
decision in respect of the Proposed Business Combination.
BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE SPAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security
holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by the SPAC and the Company through the website maintained by the SEC at www.sec.gov. The documents
filed by the SPAC and the Company with the SEC also may be obtained free of charge upon written request to NewHold Investment Corp III,
52 Vanderbilt Avenue, Suite 2005, New York, NY 10017.
Participants
in the Solicitations
The SPAC, the Company
and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies from the SPAC shareholders in connection with the Proposed Business Combination. A list of
the names of the directors, executive officers, other members of management and employees of the SPAC and the Company, as well as information
regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC by the
Company. Additional information regarding the interests of such potential participants in the solicitation process may also be included
in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated
above.
Caution About
Forward-Looking Statements
This Form 8-K contains
forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation
Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements and are based
on beliefs and assumptions and on information currently available to the SPAC and the Company. No representations or warranties, express
or implied are given in, or in respect of, this Form 8-K. These forward-looking statements are based on the SPAC’s and the Company’s
expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially
from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking
statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to:
the effect of the announcement or pendency of the Proposed Business Combination on the Company’s business relationships, operating
results, current plans and operations of the Company; the ability to recognize the anticipated benefits of the Proposed Business Combination,
which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably; the possibility
that the SPAC and/or the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by the
SPAC or the Company of expenses and profitability; expectations with respect to future operating and financial performance and growth,
including the timing of the completion of the Proposed Business Combination; plans, intentions or future operations of the Company relating
to attainment, retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement
or continuation of any construction or operations of plants or facilities; the Company’s ability to execute on their business plans
and strategy; and other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability.
Although each of
the SPAC and the Company believes that it has a reasonable basis for each forward-looking statement contained in this Form 8-K, each
of the SPAC and the Company cautions you that these statements are based on a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond the SPAC’s and
the Company’s control. In addition, there will be risks and uncertainties described in the Registration Statement relating to the
Proposed Business Combination, which is expected to be filed by the Company with the SEC and other documents filed by the SPAC or the
Company from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those expressed or implied in the forward-looking statements.
There may be additional
risks that neither the SPAC nor the Company presently know or that the SPAC and the Company currently believe are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by the SPAC or the Company,
their respective directors, officers or employees or any other person that the SPAC and the Company will achieve their objectives and
plans in any specified time frame, or at all. Forward-looking statements in this Form 8-K or elsewhere speak only as of the date made.
New uncertainties and risks arise from time to time, and it is impossible for the SPAC or the Company to predict these events or how
they may affect the SPAC or the Company. Except as required by law, neither the SPAC nor the Company has any duty to, and does not intend
to, update or revise the forward-looking statements in this Form 8-K or elsewhere after the date this Form 8-K is issued. In light of
these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement
made in this Form 8-K may not occur. Uncertainties and risk factors that could affect the SPAC’s and the Company’s future
performance and cause results to differ from the forward-looking statements in this Form 8-K include, but are not limited to: the occurrence
of any event, change or other circumstances that could give rise to the termination of the Proposed Business Combination; the risk that
the Proposed Business Combination or other business combination may not be completed by the SPAC’s business combination deadline
and the potential failure to obtain an extension of the Business Combination deadline; the outcome of any legal proceedings that may
be instituted against the SPAC, the Company or others following the announcement of the Proposed Business Combination; the inability
to complete the Proposed Business Combination due to the failure to obtain approval of the shareholders of the SPAC or to satisfy other
conditions to closing; changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as
a result of applicable laws or regulations; the ability to meet stock exchange listing standards following the consummation of the Proposed
Business Combination; the risk that the Proposed Business Combination disrupts current plans and operations of the SPAC or the Company
as a result of the announcement and consummation of the Proposed Business Combination; the ability to recognize the anticipated benefits
of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and
manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the Proposed
Business Combination; changes in applicable laws or regulations; the SPAC’s estimates of expenditures and profitability and underlying
assumptions with respect to shareholder redemptions and purchase price and other adjustments; changes in laws and regulations that impact
the Company; ability to enforce, protect and maintain intellectual property rights; and other risks and uncertainties set forth in the
section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the SPAC’s
final prospectus dated February 27, 2025 relating to its initial public offering and in subsequent filings with the SEC, including the
Registration Statement relating to the Proposed Business Combination expected to be filed by the Company.
No Offer or Solicitation
This Form 8-K is
not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed
Business Combination and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
