NewHold Investment Corp III SEC Filings

NewCleo Ltd. disclosed a proposed business combination between the SPAC and NewCleo, and announced that it intends to file a Registration Statement with the SEC that will include a proxy statement/prospectus for SPAC shareholder voting. The filing states that definitive materials will be sent to holders after the Registration Statement is declared effective.

The disclosure emphasizes that the Form 8-K is informational only, is not an offering or solicitation, and contains forward-looking statements subject to risks. Free copies of forthcoming filings will be available at www.sec.gov and by written request to NewHold Investment Corp III at 52 Vanderbilt Avenue, Suite 2005, New York, NY 10017.

NewHold Investment Corp III entered into a Business Combination Agreement with NewCleo Ltd. to effect a series of mergers whereby NewHold will merge into NewCleo subsidiaries (the "Mergers"). The parties intend to file a Registration Statement on Form F-4 and a Proxy Statement/Prospectus in connection with the Proposed Transactions.

The filing furnishes related investor communications and media items as exhibits and lists customary forward-looking statement risk factors, including potential shareholder redemptions, financing risks, regulatory approvals and development risks for NewCleo’s advanced nuclear technology.

NewHold Investment Corp III, a SPAC listed on Nasdaq, describes its previously announced planned business combination with NewCleo Ltd., a UK-based company developing advanced modular lead-cooled fast reactors and mixed-oxide nuclear fuel from reprocessed materials. The structure uses a two-step merger in which NewHold ultimately becomes a wholly owned subsidiary of NewCleo. NewHold and NewCleo plan to file a Registration Statement on Form F-4 containing a joint Proxy Statement/Prospectus for NewHold shareholders to vote on the transaction and related private placement transactions, if any. The filing also furnishes an investor email, a Wall Street Journal article, and several LinkedIn posts about the deal, and includes extensive forward-looking statements and risk disclosures highlighting regulatory, financing, technology development, listing and redemption-related uncertainties.

NewHold Investment Corp III entered into a Business Combination Agreement to combine with NewCleo Ltd. The agreement contemplates a two-step merger structure, a UK-to-U.S. capital restructuring (including a redenomination and a Recapitalization tied to a $2,350,000,000 Base Equity Value) and related support arrangements.

The transaction includes a $220,000,000 PIPE at $10.00 per share, a minimum cash threshold of $200,000,000 to close, lock-up arrangements (including a 180-day post-closing restriction), sponsor vesting hurdles at $15.00 and $18.00, and various shareholder support and non-redemption agreements.

NewHold Investment Corp III announced a definitive business combination agreement to merge with UK-based nuclear technology developer newcleo, taking it public on Nasdaq under the symbol “NWCL.” The deal values newcleo at about $2.4 billion pre‑money.

The transaction is expected to provide up to $429 million in gross proceeds from a $220 million PIPE at $10.00 per share and up to $209 million of trust cash, before redemptions and expenses. Closing conditions include at least $200 million in total cash proceeds and net tangible assets of at least $5,000,001, plus shareholder and regulatory approvals.

newcleo develops advanced lead‑cooled fast reactors using mixed‑oxide fuel from reprocessed nuclear materials. It reported about $80 million of 2024 revenue, other income and financial income, has raised approximately $780 million since 2021, employs over 900 people, and is targeting a project pipeline of roughly 9.2 GW of opportunities.

NewHold Investment Corp III, a SPAC, reported net income of $704,000 for the three months ended March 31, 2026, driven by $1.854 million of interest income on its trust and operating accounts, which more than offset $1.15 million of general and administrative expenses.

Total assets were $211.9 million, almost entirely the $211.1 million held in the trust account backing 20,125,000 redeemable Class A shares at about $10.49 per share. The company had a shareholders’ deficit of $8.1 million and a working capital deficit of about $1.1 million, with only $624,000 of cash outside the trust.

Management notes substantial doubt about the company’s ability to continue as a going concern because it must complete a business combination by March 3, 2027 or liquidate, and may need additional working capital loans from the sponsor or external financing to fund ongoing costs.

NewHold Investment Corp III notified the SEC on Form 12b-25 that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company states the financial statements were not completed in time to obtain required reviews and signatures before the due date.

The notification is signed by Polly Schneck, Chief Financial Officer, dated May 15, 2026, and lists contact information for follow-up.

NewHold Investment Corp III, a Cayman Islands-based special purpose acquisition company, filed its annual report describing its structure, IPO proceeds and search for a business combination. The SPAC raised $201,125,000 in its March 3, 2025 IPO by selling 20,125,000 units at $10.00 per Unit, each including one Class A ordinary share and one-half warrant.

Simultaneous private placements added 780,100 units, and approximately $209,220,000 was held in a U.S. Treasury-focused trust account as of December 31, 2025. As of March 30, 2026, the company had 20,905,100 Class A and 6,707,663 Class B ordinary shares outstanding and continues to seek an initial business combination, primarily targeting industrial technology businesses aligned with “Industry 4.0.”