newcleo holders approve purchase terms for up to 7M shares

Withheld votes are excluded from the support and opposition percentages, rather than counted as votes against.

Rhea-AI Filing Summary

newcleo plc (NWCL) shareholders approved the terms of a Prepaid Share Forward Confirmation dated September 11, 2026, among the company, NewHold Investment Corp III and Tech Opportunities LLC. The terms relate to newcleo’s off-market purchase of up to 7,000,000 ordinary shares. The resolution conferred authority that expires five years after approval unless renewed, varied or revoked by the company in general meeting. Of the votes cast, 128,658,930 (99.98%) supported the resolution and 24,336 (0.02%) opposed it; 158,058 votes were withheld.

Key Figures

Maximum ordinary shares for off-market purchase: Up to 7,000,000 ordinary shares Votes in favor: 128,658,930 votes Votes against: 24,336 votes +2 more

5 metrics

Maximum ordinary shares for off-market purchase Up to 7,000,000 ordinary shares Terms approved by shareholders

Votes in favor 128,658,930 votes 99.98% of votes cast

Votes against 24,336 votes 0.02% of votes cast

Votes withheld 158,058 votes At the October 6, 2026 general meeting

Authority duration Five years After the resolution was passed, unless renewed, varied or revoked

Key Terms

Prepaid Share Forward Confirmation, off-market purchase, ordinary resolution, poll

4 terms

Prepaid Share Forward Confirmation financial

"terms of the Prepaid Share Forward Confirmation dated September 11, 2026"

off-market purchase financial

"off-market purchase by the Company of up to 7,000,000 ordinary shares"

An off-market purchase is a direct transfer of securities between parties that happens outside the public stock exchange, typically at a negotiated price rather than through standard market order books. Like buying a car directly from its owner instead of from a dealership, it can change who controls a stake, affect liquidity and the market’s visible price discovery, and may trigger disclosure or regulatory steps investors should watch.

ordinary resolution regulatory

"was passed as an ordinary resolution"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

poll regulatory

"Voting on the resolution was conducted by way of a poll"

A poll is either a formal vote or a short survey that measures people’s views. In corporate settings it often means a shareholder vote on a proposal, while in market coverage it can mean a public or investor survey of sentiment; both act like a school election or neighborhood survey that reveals which way people want things to go. Poll results matter because they can decide company actions or move market expectations and prices.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NWCL shares did shareholders approve for off-market purchase?

Shareholders approved terms relating to newcleo’s off-market purchase of up to 7,000,000 ordinary shares under a prepaid share forward confirmation involving NewHold Investment Corp III and Tech Opportunities LLC.

How did NWCL shareholders vote on the share purchase resolution?

128,658,930 votes (99.98%) were in favor and 24,336 votes (0.02%) were against. A further 158,058 votes were withheld; withheld votes are not votes in law and are excluded from the calculation of votes for or against.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/06/2026 - 04:10 PM Accepted by SEC EDGAR 10/06/2026 - 04:09 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 2054 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission file number: 001-43479

newcleo plc
(Exact name of Registrant as specified in its charter)

55 South Audley Street

London, W1K 2QH

United Kingdom

+39 011 5139700

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒             Form 40-F ☐

EXPLANATORY NOTE

This Report on Form 6-K is being furnished solely to report the results of the general meeting of shareholders of newcleo plc (the “Company”) held on October 6, 2026.

On October 6, 2026, the Company held a general meeting of its shareholders (the “General Meeting”). The resolution, which approved the terms of the Prepaid Share Forward Confirmation dated September 11, 2026 among the Company, NewHold Investment Corp III and Tech Opportunities LLC for the off-market purchase by the Company of up to 7,000,000 ordinary shares in the capital of the Company, was passed as an ordinary resolution. The authority conferred by the resolution will expire on the date that is five years after the date on which the resolution was passed, unless previously renewed, varied or revoked by the Company in general meeting.

Voting on the resolution was conducted by way of a poll. Of the votes cast, 128,658,930 votes were cast in favor of the resolution, representing 99.98% of the votes cast, and 24,336 votes were cast against, representing 0.02% of the votes cast. A further 158,058 votes were actively withheld. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes cast for or against the resolution.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

newcleo plc
By:	/s/ Stefano Buono
	Name: Stefano Buono
	Title: Chief Executive Officer and Director

Date: October 6, 2026