Filed by newcleo plc
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 excerpt from an interview with Stefano Buono,
Chief Executive Officer of newcleo plc published on S&P Global Energy – Platts Nucleonics Week:
US listing
Buono also said that the company intended to list
shortly on the US NASDAQ stock exchange, through the process of a merger into a special purpose acquisition company, named New Hold Investment
Corp. III.
Newcleo filed in early August with the US financial
authorities, and the Newcleo board of directors approved the combination and listing that month, Buono said.
The shareholders of New Hold will have a meeting
Sept. 17 to consider the merger, a process that should be a formality, according to Buono. He expected the combined entity to list on
NASDAQ very shortly after Sept. 17 with the NWCL ticker, he said.
— Oliver Adelman
Important Information for Investors and Shareholders
Newcleo filed the Registration Statement with the SEC, which includes
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 (the “Private Placement Transactions”), and the other transactions contemplated
by the Business Combination Agreement (together with the Business Combination and the Private Placement Transactions, the “Proposed
Transactions”). The Registration Statement was declared effective on August 6, 2026, and the definitive proxy statement and other
relevant documents will be mailed to shareholders of record of NewHold as of the close of business on August 7, 2026 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 press release 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 THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO AND, WHEN AVAILABLE, 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, 110 W. 40th St., Suite 802, New York, NY 10018, 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 PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
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, is set forth in the Proxy Statement/Prospectus. Investors and security holders may obtain free copies of these
documents as described above.
No Offer or Solicitation
This press release 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 press release contains certain forward-looking statements within
the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained
in this press release 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 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, 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
press release.
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