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)
On May 28, 2026,
an article was published in Les Echos:
Nuclear
start-up Newcleo goes public in the United States
Les
Echos
Written
by Amélie Laurin
NUCLEAR
The Franco-Italian company is merging with a SPAC and listing on Nasdaq.
Two
days after securing a crucial contract for access to the United States’ stockpile of spent plutonium, Newcleo is joining Nasdaq.
The Franco-Italian start-up, which aims to build lead-cooled mini-reactors, announced on Wednesday that it is merging with a SPAC —
a “special purpose acquisition company,” essentially a publicly listed shell company — and carrying out a capital increase.
Together, the two transactions value the company at around €2.4 billion before the transaction. That is an unprecedented amount
for a European player in innovative reactors.
After
approval from the SEC, the U.S. market regulator, Newcleo will receive $209 million already raised by the SPAC NewHold Investment Corp
III. The deal is accompanied by a new funding round. “We took the opportunity to raise an additional $220 million from investors,
mostly North American,” Newcleo founder Stefano Buono told Les Echos. The Italian physicist hopes to repeat his success on the
U.S. technology stock market, where AAA, his medical venture, was acquired by Novartis for nearly $4 billion in 2018.
The
American El Dorado
Aside
from the money brought in by the SPAC, Newcleo’s latest fundraising brings the total capital secured by the company since 2021
to $1 billion. The company has been racing to secure the liquidity needed to finance its wide-ranging development plans.
“We
will continue our licensing process in the United States, France and Slovakia, complete our test reactor [non-nuclear, editor’s
note] in Italy by the end of the year, and build our fuel plant in the United States,” Stefano Buono explained.
Newcleo
aims to benefit from the new golden age of nuclear power promised by Donald Trump, as well as from U.S. capital markets, “where
there is 100 times more capital available than in Europe,” according to its chief executive.
On
Monday, the United States granted five companies access to its stockpile of spent nuclear fuel. They include the U.S. start-up Oklo,
backed by Sam Altman, the founder of OpenAI. Oklo has partnered with Newcleo on a $2 billion MOX fuel plant project in the country.
Despite
this strategic shift, Newcleo says it remains fully committed to Europe, particularly France. The start-up, which employs 900 people,
will keep its headquarters in Paris, Stefano Buono says. It had previously chosen London, then left the British capital due to a lack
of access to the stockpile of spent plutonium from EDF’s nuclear plants across the Channel.
The
European start-up wants to build lead-cooled “advanced modular reactors” (AMRs) in order to “close the cycle”
of nuclear power by reusing spent fuel.
No
new aid in France?
In
France, access to spent fuel is not guaranteed either. However, Newcleo has submitted a “safety options file,” a preliminary
step toward construction authorization, for a MOX plant in Nogent-sur-Seine, where a public debate was launched in April.
“We
intend to invest heavily in France if we are supported by the state,” Stefano Buono said. His company was heard in late April regarding
possible new public support under the France 2030 program. According to La Tribune, it is not expected to be selected for the program’s
next phase.
“The
decision has not been made,” Bruno Bonnell, the secretary-general for investment attached to the French prime minister’s
office, told Les Echos, dismissing the rumors.
Although
Stefano Buono was among Emmanuel Macron’s guests at the major nuclear dinner held at the Élysée Palace in March,
several sources within the French authorities make no secret of their skepticism, describing the Newcleo project as unrealistic.
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.
