NewHold Investment Corp. III (NHIC) reports that its Class A ordinary shares, warrants, and units are being removed from listing and/or registration on Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq states it has complied with its rules to strike these securities from listing, and the company is noted as having complied with the exchange’s rules and applicable SEC requirements for voluntary withdrawal of the class of securities from listing and registration.
NewHold Investment Corp. III (NHIC) reported that shareholders approved its business combination with newcleo plc at an extraordinary general meeting held on September 17, 2026. Of 27,612,763 ordinary shares entitled to vote as of August 7, 2026, 21,272,849 shares, or 77.04%, were represented in person or by proxy.
Shareholders approved the Business Combination Proposal to enter into and adopt the Business Combination Agreement among NewHold, newcleo and two newcleo subsidiaries, under which NewHold will undergo a two-step merger structure and become an indirect wholly owned subsidiary of newcleo. The proposal received 19,986,437 votes for, 1,286,410 against and 2 abstentions. A related Merger Proposal was also approved, with 19,986,439 votes for and 1,286,410 against. NewHold disclosed that closing of the Business Combination is anticipated on or about September 21, 2026, subject to customary conditions, after which the combined company is expected to operate as newcleo plc with its common stock and warrants trading on Nasdaq under the symbols “NWCL” and “NWCLW.”
NewHold Investment Corp. III (NHIC) announced a prepaid share forward arrangement tied to its proposed business combination with newcleo. NewHold and newcleo entered into a Forward Purchase Agreement with an unaffiliated stockholder, under which the investor intends to buy up to 7,000,000 Class A shares ("Recycled Shares") in the market or from its existing holdings and irrevocably waive redemption rights on these shares.
At closing of the business combination, NewHold will pay the investor a Prepayment Amount equal to the number of covered shares times the per-share redemption price from the trust account, which NewHold estimates at $10.65 per share based on the September 9, 2026 balance. The transaction matures on the earliest of 24 months after closing, a date chosen by the combined company once a resale registration is effective, or a date chosen by the investor, with settlement in shares or cash depending on newcleo shareholder approval and distributable reserves.
The agreement prohibits the investor from short sales or maintaining a net short position, requires waiver of all redemption rights on participating shares, and is structured to comply with tender offer rules, including Rule 14e-5. NewHold states the purpose is to potentially increase cash available to the combined company, notes that the seller held less than 5% of shares before the agreement, and reports that no redemption requests had been received as of this disclosure.
Barclays PLC reports its beneficial ownership position in Newhold Investment Corp II-A common stock. Barclays discloses beneficial ownership of 863,817 shares, representing 4.13% of the class. This includes 838,817 shares with sole voting and dispositive power and 25,000 shares with shared voting and dispositive power. The filing notes that Barclays’ holdings are now at or below the 5 percent threshold for this class of securities and identifies Barclays Bank PLC and Barclays Capital Inc as relevant subsidiaries.
NewHold Investment Corp III, a Cayman Islands SPAC, reported a net loss of $3.345 million for the quarter and $2.641 million for the six months ended June 30, 2026, compared with net income in the prior-year periods. General and administrative expenses rose sharply to $5.216 million for the quarter, while interest income from the Trust Account contributed $1.871 million in other income for the quarter and $3.726 million year-to-date.
Total assets were $213.474 million, of which $212.934 million is held in the Trust Account backing 20,125,000 Class A ordinary shares subject to redemption at approximately $10.58 per share. Cash outside the Trust Account was $364,000, and NewHold reported negative working capital of about $6.272 million.
NewHold entered into a Business Combination Agreement on May 26, 2026 with NewCleo Ltd. and two merger subsidiaries, establishing a multi-step merger structure that would make NewHold a wholly owned subsidiary of Newcleo at closing. Concurrently, six shareholders agreed under Non-Redemption Agreements not to redeem an aggregate of 923,780 Class A shares in exchange for a potential issuance of 92,378 new shares. Management concluded that NewHold faces substantial doubt about its ability to continue as a going concern for one year due to limited cash, negative working capital, and the requirement to complete a business combination by March 3, 2027.
NewHold Investment Corp III is seeking shareholder approval for a business combination with newcleo plc, a UK-based nuclear technology company, via a two-step merger structure. Newcleo will undergo a capital restructuring, then its subsidiaries will merge with NewHold so that NewHold ultimately becomes a wholly owned subsidiary of newcleo.
The registration covers up to 20,217,378 Company Ordinary Shares, 10,062,500 Company Warrants, and 10,062,500 Ordinary Shares underlying warrants. A concurrent PIPE provides 22,000,000 shares at $10.00 each for $220,000,000, and closing requires at least $200,000,000 of trust plus PIPE cash and at least $5,000,001 of net tangible assets after redemptions.
Assuming all SPAC warrants are exercised, Company shareholders are expected to own about 81.5%–87.1% of the combined company depending on redemptions, with SPAC public shareholders holding 0.3%–6.7% and PIPE investors 7.3%–7.8%. Newcleo plans to list on Nasdaq under the symbol “NWCL”. SPAC public shareholders may redeem their shares for cash while still voting on the deal or abstaining.
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, 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.”
NewHold Investment Corp III is a Cayman Islands blank check company formed to complete an initial business combination. The company completed its IPO on March 3, 2025, including full exercise of the underwriters' overallotment, and raised proceeds placed in a trust account to be used for a business combination.
As of June 30, 2025, the Trust Account held $205,054,000 invested in money market funds; cash outside the trust was $1,567,000. The company reported interest income on the Trust Account of $2,157,000 and $2,798,000 for the three and six months ended June 30, 2025, respectively, producing net income of $1,888,000 and $2,281,000 for those periods.
The Company has no operating revenues and will not until a business combination closes. There are 20,125,000 Class A public shares subject to possible redemption (recorded at a redemption value of approximately $205,054,000), and 6,707,663 Class B founder shares outstanding. Management states available funds outside the trust are sufficient for working capital for at least one year from issuance of these condensed financial statements.