NewHold Investment Corp III filings document the company’s public-reporting obligations as a blank-check issuer, including annual-report timing under Form 12b-25. The filing record identifies the company’s status as a SPAC and covers disclosure areas tied to its capital structure, periodic reporting, governance, and business-combination purpose.
Newcleo Ltd. said it intends to combine with NewHold, pursuing a Nasdaq listing via SPAC to raise up to $429 million in gross proceeds to fund development of its lead-cooled fast reactors. The company is shifting its planned first-of-a-kind commercial deployment toward the US, citing faster licensing under Part 53 and a DOE program offering up to 20 tons of plutonium to selected advanced reactor vendors. Newcleo has previously raised $780 million and plans a 200 MW commercial design; a demonstration (non-nuclear) reactor using 10 megawatts of electrical heat will be completed and begin operating in 2027. The company says plutonium allocation and related agreements are conditions for building and that regulatory and site processes differ between the US and Europe.
NewCleo Ltd. summarizes key terms of its proposed business combination with NewHold Investment Corp III. The company and NewHold agreed a $2.35 billion pre-money base equity valuation (equivalent to €2.0 billion at an exchange rate of 0.851), subject to adjustments for capital raises and final closing calculations. NewCleo plans to re-register as a UK public limited company and list on Nasdaq under the proposed ticker NWCL at Closing. The transaction contemplates a capital restructuring with an estimated Recapitalization Factor of 0.4813, an illustrative post-restructuring total of 298,623,336 ordinary shares and existing NewCleo shareholders holding 242,802,641 shares (approximately 81.4% of go-forward ownership) under the current assumptions. The transaction includes a $220.0 million PIPE for which 22,000,000 shares are expected to be issued and an Earnout Consideration equal to up to 10% of equity (illustratively 24,482,702 shares at the implied valuation). Key steps include shareholder votes (general meetings on 29 June 2026 and an expected second meeting in August 2026) and SEC review of a Form F-4 Registration Statement.
NewCleo Ltd. disclosed a proposed business combination with a SPAC sponsor and related merger subsidiaries, presented publicly on June 10, 2026. The parties intend to file a Registration Statement with the SEC that will include a preliminary and definitive proxy statement/prospectus for the SPAC shareholders to vote on the Proposed Business Combination.
The filing reiterates that this Form 8-K/425 is informational only, is not a solicitation or offer of securities, and that investors should read the Registration Statement, proxy statement/prospectus and other SEC filings when available. The disclosure includes standard forward-looking statements and risk factors, and references the SPAC’s final prospectus dated February 27, 2025.
NewCleo Ltd. files a Form 8-K/425 describing a proposed business combination with NewHold Investment Corp III. The company plans a Nasdaq listing via a SPAC merger with NewHold, which holds $209 million in cash, and says it has raised an additional $220 million, citing a company valuation of €2.4 billion. The filing states a Registration Statement and proxy/prospectus will be filed with the SEC and that the transaction is subject to regulatory approvals and customary closing conditions.
The disclosed background material summarizes Newcleo’s U.S. and French development plans—fuel partnerships, planned demonstrator and commercial reactor sizes, and project cost estimates—and notes risks and forward-looking statements that will be described in the Registration Statement.
NewCleo Ltd. discussed an intended U.S. stock-market listing and a proposed business combination with NewHold Investment Corp III (a SPAC); the listing and the merger have not occurred and are subject to regulatory processes and conditions. The company stated its headquarters remain in Paris and there are no current plans to move them.
The filing explains that a Registration Statement and proxy statement/prospectus will be filed with the SEC in connection with the Proposed Business Combination, and that definitive documents and voting materials will be provided to SPAC shareholders after SEC effectiveness.
NewCleo Ltd. provides an excerpt of an interview and disclosure about a proposed SPAC business combination. Deputy CEO Elisabeth Rizzotti says NewCleo has raised "more than one billion euros" from private investors and contrasts that with a European Small Modular Reactors Strategy that "provides for up to 200 million euros in guarantees from the Innovation Fund by 2028." She explains the company chose Nasdaq citing deeper capital markets. The filing states that a Registration Statement, proxy statement/prospectus and other materials will be filed with the SEC in connection with the proposed business combination and urges stakeholders to read those documents once available.
Newcleo Ltd. said it will pursue a Nasdaq listing via a proposed business combination with NewHold Investment Corp III, a SPAC, with an implied valuation of $2.4 billion. The transaction is expected to close in the second half of 2026 and could generate gross proceeds of $429 million.
The deal combines a secured $220 million PIPE and up to $209 million held in the SPAC trust; some trust cash is subject to redemptions. Newcleo reported $110 million of losses in 2024, operates in seven countries with 900 employees, and cites plans for a fuel factory by 2031 and a commercial reactor by 2032. The company and the SPAC will file a Registration Statement, proxy statement/prospectus and other documents with the SEC.
Newcleo Ltd. disclosed a proposed business combination to merge with a SPAC and pursue a Nasdaq listing via a Registration Statement to be filed with the SEC. The transactions value the company at around €2.4 billion before the deal. The SPAC has committed $209 million and Newcleo reported raising an additional $220 million from investors. The company says total capital secured since 2021 is $1 billion, and it employs 900 people. The filing states further proxy, prospectus and registration documents will be filed with the SEC and urges stakeholders to read those materials when available.
NewCleo Ltd. disclosed a proposed business combination with a SPAC and merger subsidiaries and stated it will file a Registration Statement with the SEC that will include a proxy statement for the SPAC shareholders and a prospectus for registration of company securities.
The filing explains that definitive proxy/prospectus and related documents will be delivered to SPAC shareholders after the Registration Statement is declared effective and urges shareholders to read those materials when available because they will contain important information about the Proposed Business Combination.
NewCleo Ltd. said it will pursue a Nasdaq listing via a merger with a U.S. SPAC at a valuation of $2.4 billion and with potential proceeds of up to $429 million. Management cites recent U.S. government selection of NewCleo to convert excess plutonium into fuel as a major catalyst.
The CEO said an F-4 registration statement will be filed with the SEC in the coming days and that timing of the Nasdaq debut "could take a couple of months" or longer depending on the SEC review. Management reiterated a target to manufacture fuel by 2031 and bring a first operational reactor online by 2032; access to a U.S. plutonium tender of 20 tons was referenced as materially meaningful to the plan.