NewHold III

According to Newcleo’s stated strategy, the $220 million PIPE and up to $209 million escrow proceeds will finance the construction of the first reactors and a MOX manufacturing facility in France, Europe, and the United States. The company explains that selecting Nasdaq over a European exchange is intended to access deeper liquidity and stronger investor appetite for long-term technology projects, while simultaneously enhancing credibility with regulators, industrial partners, and future customers. Newcleo further states it has already initiated discussions with the U.S. Nuclear Regulatory Commission (NRC) regarding domestic reactor and fuel plant projects. Because Newcleo remains unprofitable despite having raised approximately $780 million from private investors since its 2021 founding, securing public-market capital through this structured merger is positioned as essential to advancing from research and development into commercial operations. NHIC shareholders must review the forthcoming Proxy/Prospectus to determine definitive redemption mechanics, sponsor governance terms, and extension voting parameters relative to the March 3, 2027 deadline.

The disclosed 220 million subscription commitment and 2.4 billion valuation establish baseline pro forma economics that inform redemption threshold analysis relative to the unchanged $10.580571428571428 trust and 2027-03-03 expiration. Buono’s two-week closure estimate reflects internal sequencing rather than regulatory certainty, indicating management pacing ahead of proxy distribution. Beyond mechanics, Buono outlines strategic and technological objectives: pursuing a Nasdaq listing necessitated by required US operational footprint and citing a market he claims holds at least 100 times more innovation capital than Europe; contrasting current steps against a historical plan to raise 3 billion; detailing a 10 MW electrically heated Italian prototype equipped with a Fincantieri turbine slated for five years of operational study before final reactor deployment; citing a US partnership with Oklo; and directing raised funds toward licensing, US fuel facility and reactor construction, and European projects in Slovakia and France. Because all assertions originate solely from a translated media interview filed as a Rule 425 communication, they carry forward-looking disclaimers and lack the binding specificity of a definitive proxy or registration statement, meaning actual redemption windows, voting procedures, and sponsor conduct terms will be legally enumerated only in subsequent SEC filings.

The interview supplies management’s unambiguous stance that SPAC redemptions directly compress Newcleo’s projected multi-year capital runway, making early opt-out data critical for assessing post-merger cash sufficiency. The documented permitting windows (July debate, 2027 French application), manufacturing milestones (2026/2027 Italian test center, 2031/2032 fuel facilities), and partner dependencies establish executable technical checkpoints against the March 3, 2027 closing window. Buono’s differentiation between US and European funding readiness and regulatory pacing further clarifies anticipated deployment sequencing, financing reliance, and execution risk for shareholders weighing redemption versus vote decisions.

This document delivers extensive executive commentary on Newcleo’s capital strategy, regulatory pathway, and operational roadmap, though all projections and assertions originate solely from CEO Stefano Buono. Buono states the SPAC transaction aims to raise up to $429 million in gross proceeds and confirms Newcleo has already secured $780 million in total fundraising, though it trails U.S. rivals Okla and X-Energy. Buono announces a strategic pivot moving the first-of-a-kind reactor site from France (originally slated for 2033) to the United States, targeting 2032 for initial commercial operation. He ties project viability directly to the U.S. Department of Energy’s surplus plutonium program, which plans to award up to 20 tons, noting the October Request for Application offered the material for free plus transportation costs. Buono projects an 18-month NRC licensing window under Part 53, citing weekly pre-licensing engagement, and indicates U.S. rules permit breaking ground before final license issuance. Conversely, he attributes European delays to insufficient capital, citing European Commission President Ursula von der Leyen’s policy reversal accompanied only by 200 million [$231million] in bank guarantees, France reducing a committed 1 billion innovation investment to nearly zero, Italy enacting 60 million across 2027-29, and the EU’s 5 billion Scaleup Europe fund providing only sporadic nuclear support. On development status, Buono reports the Brasimone, Italy demonstration unit is halfway constructed, with installation finishing by the end of 2026 and operations starting next year; the non-nuclear prototype uses 10 megawatts of electrical power for thermal validation. He plans to finalize the basic 200 MW commercial reactor design by the end of next year to initiate U.S. site licensing. Regarding commercial structure, Buono says Newcleo will retain equity positions between 20% and 100%, pursues joint ventures with AI and data center operators, holds a 49% stake in a Slovakian joint venture against partner-held 51%, tracks 27 gigawatts electric in total interest with 9.2 GWe classified as a mature pipeline, and maintains plans to construct up to three MOX fuel fabrication facilities by 2050. When asked to validate the previously disclosed levelized cost of energy of $55 per megawatt hour for an nth-of-kind four-unit 200 MW plant, Buono declines to reaffirm the metric or allocate it across fuel, construction, or finance categories now that the company approaches the public markets. The filing also identifies Savannah River as a preferred fuel processing hub, references 120 employees with plutonium handling and transport experience, and warns French site permitting could require two to three years following a public debate concluding in July. These statements inform shareholders that execution risk centers on U.S. regulatory approvals, plutonium allocation outcomes, and international policy environments rather than any alteration to the SPAC’s redemption or extension mechanics.

This FAQ materially updates deal mechanics by confirming the target side has already priced and secured incremental capital ($220.0 million PIPE plus convertible instruments), which sustains the $2.448 billion valuation and implies the SPAC trust will face lower utilization pressure to achieve the pro forma cap table. For SPAC holders tracking redemption exposure and sponsor conduct, the published ownership table demonstrates that NewCleo equity allocations remain fixed in absolute share count (242,802,641 shares); therefore, higher SPAC redemption rates mathematically increase the acquirer’s percentage stake while leaving PIPE, warrant, and sponsor dilution constants intact per the document’s assumptions. The documented June 29, 2026 corporate action and anticipated second-half 2026 SEC filing create concrete internal milestones ahead of the March 3, 2027 combination deadline, while the structured 180-day lock-up and performance-linked earnout tether management liquidity expectations to sustained post-combination trading benchmarks ($12.00/$15.00/$18.00 VWAP thresholds), signaling NewCleo Ltd.’s institutional alignment with longer-term upside rather than immediate exit pricing. All valuations, timelines, and scenario calculations are explicitly attributed to NewCleo Ltd.’s communication and remain qualified as preliminary pending the definitive Registration Statement on Form F-4.

While mechanically silent on redemption triggers, the translated article supplies substantial commercial, strategic, and operational claims that may influence shareholder evaluation ahead of the deadline. According to a statement from the start-up, it claims a valuation of 2.4 billion, and states it has raised an additional $220 million from several private investors, bringing the total secured since its creation to nearly 1 billion. CEO Stefano Buono told L’Usine Nouvelle he had the Nasdaq listing in mind even before founding Newcleo, citing one hundred times more liquidity available in that market than in Europe. The company develops a lead-cooled fast-neutron SMR and currently employs nearly 900 people. In October 2025, Newcleo and Oklo signed an agreement to develop an advanced fuel manufacturing infrastructure at the Savannah River site in South Carolina; in a joint statement, the partners mention an investment of up to $2 billion through a vehicle affiliated with Newcleo, with Oklo taking responsibility for using the excess plutonium while Newcleo contributes relevant fuel-related experience. Newcleo is also considering building at least one SMR on the same site and has begun preliminary procedures with the Nuclear Regulatory Commission. CEO Stefano Buono stated the start-up is in contact with various industrial companies interested in its SMRs, including data center operators, and said in total, worldwide, they are discussing 27 GWe of contracts, of which 9.2 GWe are well advanced. On Tuesday, May 26, the Department of Energy selected five nuclear companies to begin negotiations to receive part of the surplus plutonium stockpiles from Cold War-era atomic bombs. The article notes the Trump administration wants to increase U.S. installed nuclear capacity from 100 GW today to 400 GW by 2050, and the U.S. Department of Energy can grant loans covering up to 80% of amounts invested, with terms allowing repayment after thirty years. Regarding European operations, although no final decision has been made, Newcleo is still considering building a first 30 MWe demonstrator in Chinon, while its commercial reactor is expected to have a capacity of 200 MWe. It also plans a MOX fuel plant in Nogent-sur-Seine. The public debate on these projects, estimated at 1.2 billion and 1.8 billion respectively, began on April 2 and will run until July 30. The start-up has not yet managed to reach an agreement with Orano regarding plutonium supply for those French sites. According to an article in La Tribune, Newcleo is not expected to be selected for the second phase of the France 2030 innovative nuclear reactors call for projects, though asked by L’Usine Nouvelle, the General Secretariat for Investment merely said that hearings were still ongoing. Despite enthusiasm, some experts have doubts about the company’s business model, noting Newcleo will still need to raise enormous sums to complete its projects, while also maintaining sufficient provisions for the costs inherent in the future decommissioning of its potential SMRs and management of their waste.

During the translated transcript, Ghislaine Verrhiest-Leblanc addressed investor questions regarding NewCleo’s market status, confirming that although a press release signaled an intention to list on a U.S. stock exchange, the listing ‘has not yet taken place’ and is only projected for the ‘coming months’ pending procedural compliance. On corporate structure and operations, she stated the company’s headquarters are in Paris, France, will remain there, and that French-based teams will stay in France to develop domestic projects, while acknowledging that complementary American initiatives will involve only limited workflow interactions. When pressed on whether a foreign entity could assume control through a possible headquarters relocation, Verrhiest-Leblanc replied she cannot provide guarantees beyond stating there are currently ‘no plans to move our headquarters.’ The filing’s appended cautionary text warns that the Proposed Business Combination may not complete by the 2027-03-03 deadline, that shareholders may fail to approve the transaction, or that the SPAC might fail to secure a deadline extension. These remarks provide deal participants clear visibility into the target’s stated operational footprint and the pacing of its intended U.S. listing ahead of the forthcoming registration statement and proxy solicitation.

This communication materially links the SPAC’s trust balance to deal viability: because up to $209 million depends on NewHold’s cash, the ultimate redemption rate will directly dictate whether the $429 million target is realized or whether the company must negotiate supplementary funding before targeting 2028/2029 cash runway. The explicit acknowledgment of the redemption mechanism underscores that shareholder voting behavior will immediately impact liquidity ahead of the 2027-03-03 combination deadline and the anticipated end-of-summer SEC declaration. Zero profitability history, a $110 million 2024 loss, and heavy capital intensity highlight why trust preservation and PIPE sufficiency will be decisive factors when reviewing the forthcoming proxy statement/prospectus. As a Rule 425 communication, it also triggers SEC rules requiring formal solicitation materials, binding redemption price calculations, sponsor interest disclosures, and detailed risk factors for shareholders evaluating whether to hold or redeem.

Investors tracking the NHIC merger must weigh the disclosed capital structure against the ~$2.4 billion valuation: the target receives $209 million in trust proceeds and $220 million in private equity, implying significant equity issuance and dilution calculations that will only be finalized in the forthcoming proxy documents. Operationally, CEO Stefan Buono claims U.S. capital markets hold '100 times more capital available than in Europe' and outlines plans to license facilities in the U.S., France, and Slovakia, finish a non-nuclear Italian test reactor by year-end, construct a U.S. fuel plant, and maintain 900 jobs headquartered in Paris. Commercially, Newcleo cited a $2 billion MOX fuel plant partnership with Oklo and recently secured U.S. government access to spent nuclear/plutonium stockpiles alongside four other firms. However, French governmental posture presents headwinds: Bruno Bonnell, secretary-general for investment at the French prime minister’s office, confirmed no decision has been made on France 2030 subsidies, and multiple French authority sources reportedly view the project as unrealistic. None of these operational or geopolitical developments alter the current SPAC trust value of $10.580571428571428 per share or the path toward the March 3, 2027 deadline, making the forthcoming proxy statement and redemption mechanics critical to assess next.

NewCleo is characterized by management as developing advanced modular, lead-cooled fast reactors (LFRs) and mixed-oxide (MOX) nuclear fuel from reprocessed materials. Management outlines anticipated demonstration projects, fuel facility operations, reactor deployments, and commercialization timelines, alongside licensing activities across the United States, United Kingdom, France, Italy, and the European Union. The SPAC and target leadership explicitly acknowledge NewCleo’s early-stage development status, limited operating history, and expected reliance on substantial additional capital to fund technology development, manufacturing, fuel supply, and commercialization. Projections reference potential strategic partnerships, customer demand, project pipelines, revenue streams, and capital expenditure needs, though no historical revenue, pricing data, or binding customer contracts are disclosed. Joint disclosures caution that outcomes depend on navigating regulatory approvals, technical performance hurdles, supply chain reliability, cost estimation accuracy, export controls, and macroeconomic or geopolitical shifts.

This filing materially shifts the redemption calculus and trust liquidation pathway for NHIC public shareholders. The explicit disclosure that up to $209 million may be pulled from the trust account (currently valued at $10.580571428571428 per share) directly ties public redemption volume to the post-combination company’s operating runway; elevated redemptions could constrain Newcleo’s stated capital requirements for reactor demonstration, fuel facility construction, and multi-country regulatory approvals well beyond the March 3, 2027 trust termination deadline. The $10.00-per-share PIPE anchor and $2.4 billion pre-money valuation establish baseline pricing and dilution metrics for arbitrage positioning and post-closing float dynamics. By triggering the formal proxy solicitation phase and attaching a Sponsor Support Agreement that contractually links founder equity treatment to closing conditions, the filing clarifies that sponsor incentives are aligned with transaction completion while signaling that remaining public shareholders must now weigh immediate redemption against prolonged exposure to a capital-intensive, pre-revenue advanced nuclear developer facing execution, licensing, and geopolitical risks detailed in the exhibits.

This filing materially shifts operational risk and investor monitoring priorities. First, it imposes strict insider-trading blackout periods and a comprehensive external communications moratorium on NewCleo personnel, directly limiting organic updates or market sentiment cues until the F-4 is effective. Second, while deal progress is confirmed (second half of 2026 target, PIPE acknowledged, F-4 pending), the deliberate deferral of valuation and PIPE sizing signals that key variables impacting per-share trust value and post-close funding levels remain unverified. Third, NewCleo management highlights its technical roadmap—Gen-IV Advanced Modular Reactors (AMRs), lead-cooled fast reactor technology, mixed-oxide fuel capabilities, and closed fuel-cycle solutions—and ties the merger necessity to U.S. expansion and scaling these assets. Finally, the explicit citation of redemption-driven liquidity depletion risk alerts NHIC shareholders that heavy early exits could directly constrain NewCleo’s ability to fund licensing, manufacturing, and deployment activities, referencing prior disclosures including a prospectus dated February 27, 2025 and a Form 10-K for the year ended December 31, 2025 filed April 1, 2026.

This is a definitive deal announcement that sets the redemption mechanics, minimum cash condition ($200M), and sponsor alignment. The trust per-share value (~$10.58) is slightly above the PIPE price, but redeemers get trust value. The non-redemption agreements already secure some shares, reducing redemption risk. The sponsor forfeiture aligns sponsor with deal success. The deal is in a high-profile nuclear energy sector. The deadline is 2027-03-03, well after the agreement end date of Nov 27, 2026, so timing is within the SPAC's life. The minimum cash condition and potential redemptions are key risks to monitor.

This is the first full disclosure of the deal economics and conditions that will drive the redemption decision. With trust cash around $209 million and a $220 million PIPE, heavy redemptions could push the combined company below the $200 million Total Cash Proceeds condition or the $5,000,001 net tangible assets condition, potentially terminating or endangering the deal. The sponsor forfeiture formula and non-redemption agreements are structured to mitigate redemption risk and align the sponsor with closing. Investors now have the definitive agreement showing valuation (~$2.4 billion pre-money per the investor presentation), rollover, PIPE pricing, lock-ups, vesting terms, and the path to a shareholder vote, but no record date or redemption deadline has yet been set.

This transcript supplies forward-looking strategic and capital metrics ahead of the definitive proxy statement. Carla Signorile noted the merger carries a '$2.4 billion' valuation with 'potential proceeds of as much as $429 million'. Buono addressed prior scrutiny, explaining that auditors raised a liquidity warning 'last August' urging new investor entry, but characterized such warnings as a 'required matter' for firms needing to deploy 'several billion' in cumulative investment. He stated NewCleo had previously raised '$780 million in Europe' and aimed to reach '$1 billion through this transaction and beyond' by accessing a U.S. market he described as 'at least 100 times more capitalized' for innovation. Operationally, Buono highlighted that the U.S. government selected NewCleo alongside Oklo to convert excess plutonium into advanced reactor fuel. He referenced a government tender making '20 tons of plutonium' available free of charge, pending negotiation, to support a fuel manufacturing timeline set for '2031' and a first fully operational reactor date targeting '2032'. The filing includes standard SEC safe-harbor language cautioning that these projections involve significant uncertainties and may not occur.

The trust value per share has increased, but the company is consuming cash at a rate that may require additional working capital or a business combination before the March 2027 deadline. The going concern warning indicates that if a deal is not consummated, shareholders may face liquidation. No new deal progress or extension was announced. The sponsor's deferred compensation continues to accrue, payable only upon a deal, aligning interests but also increasing liabilities.

Provides the first audited look at trust value, operating burn, and sponsor track record. The going concern language is standard for early-stage SPACs but underscores the ticking clock. The disclosure that NHIC II liquidated without a deal is a negative signal for the sponsor's ability to execute. The 10-K confirms the redemption mechanics and the $10.40 per share trust value as of year-end.

Establishes post-IPO financial baseline. Trust value per share is $10.30. 24-month deadline to complete a business combination is March 3, 2027. No target identified. Low cash burn (G&A $261k in quarter). Sponsor has waived redemption rights and liquidating distributions. New risk factor on tariffs potentially affecting target selection. No adverse sponsor conduct noted.

This is the first quarterly report since the IPO. It establishes the baseline trust value per share ($10.19, which is above the $10.05 initially deposited per share) and confirms the company's cash runway. It records the elimination of the sponsor note and the initial operating loss run rate. For investors tracking the redemption mechanics, the report provides the key metric: as of June 30, 2025, the pro-rata share of the trust available for redemption was $10.19 per share. Additionally, the filing includes a new risk factor regarding the impact of international trade policies and tariffs on NHIC's search for a business combination target.

This establishes the baseline for tracking future trust value, redemptions, and sponsor conduct. The trust per-share value of $10.08 — already above the initial $10.05 — is the benchmark for future redemptions. The 24-month deadline runs to March 3, 2027. The $7.044M deferred underwriting fee is payable only upon a deal closing. Management disclosed it has not yet identified a probable target (no stock-based compensation recognized on founder shares for that reason). The sponsor note was repaid in full at IPO closing. No working capital loans were outstanding. The filing also notes the risk that tariff policy changes may adversely affect the search for a target.

Separate listing changes post-IPO portfolio construction, permitting investors to trade equity downside independently from warrant leverage before any de-SPAC transaction is finalized. Per the press release distributed by the Company, it will ‘primarily focus on growing industrial and business services companies,’ operating under Chief Executive Officer Kevin Charlton, President and Chief Operating Officer Samy Hammad, and Chief Financial Officer Polly Schneck. The filing contains no claims regarding customers, revenue, market size, technology, partnerships, or active litigation, confirming a pure target-search phase. Because the Company did not amend the trust valuation or extend the March 3, 2027 deadline, sponsor conduct indicates a passive waiting period awaiting shareholder participation and acquisition negotiations.

This filing fixes the mechanical foundation for all future shareholder actions. The documented $10.05 per-share trust allocation dictates the exact baseline cash backing available for redemptions before interest accrual, taxes, or dissolution expense deductions (limited to $100,000 of interest) apply. The hard 24-month deadline from March 3, 2025 removes uncertainty around the redemption calendar, while the sponsor’s contractual redemption waivers and voting commitments align insider capital with public shareholder interests during the search period. The unverified sponsor indemnity remains a disclosed contingent risk to trust solvency should third-party creditors assert claims. Operationally, the Company stated that no deal progress exists today, so valuation and catalyst risk remain at zero until management identifies a target meeting the specified 80% net trust balance fair market value threshold. The $7,043,750 deferred underwriting commission creates a deal-contingent cash liability that will directly reduce net trust distributions upon either a combination or liquidation. Finally, the issuance of 10,472,188 warrants, exercisable at $11.50 per share and expiring five years post-combination, establishes a fixed dilution schedule, with cashless exercise mechanics automatically triggering if the Company fails to maintain an effective registration statement within 60 business days after a business combination closes.

This filing establishes all core SPAC mechanics: the trust value, redemption rights, deadline, sponsor and underwriter private placements, insider lock-ups, and the governing charter. The trust balance of ~$202.3M with no working capital released beyond ~$2M provides a clean starting point for tracking trust erosion and for any future extension vote. The 24-month deadline and the absence of a specific target mean investors should focus on future deal announcements and any extension proposals.

Defines the full terms of the SPAC IPO, including trust value per share, redemption and liquidation mechanics, sponsor economics (nominal founder share price creates significant dilution and incentive to complete a deal), and the presence of large non-managing sponsor investors who could influence deal approval. Investors can assess the offering's structure, risks, and potential conflicts before investing.

What changed: Form 425 compliance submission consisting of an English-transcribed recording of an internal NewCleo Ltd. employee information session, filed July 9, 2026. The filing does not update NHIC’s redemption deadline (March 3, 2027), trust account value ($10.580571428571428 per share), or sponsor conduct. Instead, NewCleo management disclosed mechanical changes to the target’s pre-closing equity structure. Finance executive Michael Van Der Horst confirmed a 180-day post-closing lock-up applies uniformly to all existing shareholders and newly converted options. Human resources representative Clara Ortiger announced a limited exercise window open from July 6, 2026, through Friday, July 10, 2026, requiring vested option holders to submit payroll simulations before the window opens. Operational executive Julien Gachet clarified that NewCleo suspended all security resales as of July 1, 2026, pending the business combination closing. Why it matters: While SPAC trustee mechanics remain untouched, the disclosed target-company equity terms will directly shape the post-merger capitalization table that SPAC shareholders indirectly fund via their converted units. Michael Van Der Horst specified a capital restructuring applying a conversion factor of 0.4811 new shares for each existing share, a move he described as purely technical to satisfy exchange listing expectations without altering aggregate portfolio value. He further outlined an earn-out bonus equal to 10% of holdings at closing, triggered at two thresholds: 50% if the stock exceeds $15 on 20 days within a 30-day consecutive period, and the remainder if it exceeds $18, both measured up to and including the fifth anniversary post-close. Because the 2022 Stock Option Plan is governed by English law and lacks French qualified-plan status, Michael Van Der Horst and Clara Ortiger warned that exercises in this window trigger immediate income and payroll taxation rather than deferred treatment. In a payroll simulation presented by Clara Ortiger, an employee exercising 500 options against a $4.23 stock valuation saw gross compensation rise from 3,600.00 to 5,700, while net pay fell from 2,600 to 2,052 due to withholding adjustments. These liquidity constraints, combined with the mandated July 6–10, 2026 exercise cutoff, will determine how many private-market options convert to tradable shares pre-close, potentially affecting the volume available for trading once the Nasdaq debut occurs, which Michael Van Der Horst noted is targeted for the second half of the year but carries no updated financial metrics, customer data, or revenue disclosures beyond standard forward-looking risk language.

What changed: A Form 425 filing submitted by NewCleo Ltd. that serves as an English translation of internal employee presentation slides originally recorded on July 7, 2026 and subsequently reposted by the company, packaged alongside sixteen attached graphical image files containing the visual deck. This submission introduces no new textual disclosures regarding the shareholder vote schedule, redemption procedures, trust account distribution, extension mechanisms, or sponsor conduct. It solely reiterates Rule 425 routing language advising holders to await the forthcoming Registration Statement and definitive Proxy Statement/Prospectus, while embedding standard safe-harbor warnings and generic risk factors pertaining to deal completion and shareholder approval. Why it matters: It signals that NewCleo is circulating translated internal materials ahead of official solicitation documents, meaning all material projections, customer claims, market sizing, or partnership discussions asserted in the unextractable image files remain legally unsubstantiated until filed as part of the formal registration package. Consequently, no actionable updates affect the existing March 3, 2027 deadline, the $10.580571428571428 trust per share, or investor redemption positioning, rendering the filing procedurally routine rather than operationally material at this stage.

What changed: Form 425 filed by NewCleo Ltd. containing an English translation of employee-facing Q&A materials from an information session recorded July 7, 2026, detailing stock option exercise windows, vesting mechanics, tax treatment, and post-business-combination shareholding procedures for the proposed transaction with NewHold Investment Corp III. The filing reports no adjustments to NewHold III’s redemption deadline, trust account balance, extension status, or sponsor conduct. Instead, it clarifies structural mechanics for employee-equity conversion: the July exercise window runs from July 6 through July 10; following closing, vested options become exercisable at any time subject to an insider trading prevention policy adopted no later than IPO; a conversion factor will reduce share counts while increasing per-share value without altering total portfolio worth; bonus options contingent on future market price conditions inherit the holder’s existing vested versus unvested ratio under a standard 4-year schedule; and the earn-out applies to all Newcleo securities held as of closing. Why it matters: The disclosures establish equity retention parameters and tax/liquidity frameworks that shape post-IPO float dynamics and employee financial outcomes. NewCleo Ltd. states it has no current information regarding dividend payments in early years. Shares are recorded on Newcleo Ltd.’s share register and administered through Ledgy until future holding terms are specified. Withholding tax is mandatory, with gains taxed as wages under French law; capital losses cannot trigger refunds but may be carried forward against capital gains for 10 years. A named executive, Khalil, indicated that after closing, vested option holders may utilize a 'sell-to-cover' arrangement during the 18-month lock-up to pay taxes and exercise prices. All statements concerning the conversion factor, the €0.01 exercise price, the €4.23 current exercise valuation, the €3.59 previous Ledgy counter, dividend posture, French tax classification, lock-up duration, platform migration, and risk of liquidity delay or total loss were made by NewCleo Ltd. management during the July 7, 2026 employee briefing.

What changed: SEC Form 425 prospectus filing containing a joint press release from NewHold Investment Corp. III and newcleo Ltd. announcing the submission of a registration statement on Form F-4 for their proposed business combination. According to the press release filed as Exhibit 425, the transaction advanced from a signed Business Combination Agreement dated May 27, 2026 to the SEC registration phase after newcleo filed a Form F-4 registration statement on July 6, 2026. NewHold and newcleo confirmed the deal is subject to shareholder approval, SEC effectiveness, and customary conditions, with an expected close in the second half of 2026. The combined entity will operate as newcleo plc and trade on Nasdaq under ticker “NWCL.” On mechanics, the companies stated the transaction would yield up to $429 million in gross proceeds, broken down as a PIPE of $220 million and up to $209 million from the NewHold trust account, explicitly cautioning that these amounts are before accounting for redemptions and transaction expenses. Regarding substance, NewHold and newcleo disclosed that newcleo was founded in 2021 by physicist-entrepreneur Stefano Buono following the USD 3.9 billion sale of Advanced Accelerator Applications to Novartis. The companies reported over $80 million in revenue, other income, and financial income in 2024, over $780 million in private funding, more than 900 highly skilled employees across Europe and the United States, and a network of over 100 industry partnerships. The SPAC’s management is identified as Chief Executive Officer Kevin Charlton, President and Chief Operating Officer Samy Hammad, and Chief Financial Officer Polly Schneck. Why it matters: This filing materially shifts the shareholder timeline by advancing the process to the preliminary proxy stage, establishing a record date that will trigger the formal redemption window and push voters closer to the March 3, 2027 deadline. By quantifying the trust drawdown ceiling at $209 million and coupling it with $220 million in committed PIPE capital, the disclosure provides the precise upper-bound liquidity parameters investors need to model post-redeption trust balances and per-share distribution math. The explicit pre-redemption caveat alerts holders that any substantial tender demand will directly proportionally reduce the $209 million accessible to newcleo plc, affecting working capital and execution runway. Operationally, the validation of over $780 million in private funding and more than 900 global personnel, alongside over 100 partnerships, signals established commercial and technical infrastructure ahead of the nuclear licensing and deployment roadmap. Shareholders must now monitor the SEC’s effectiveness timeline and the upcoming definitive proxy mailing, as no voting or redemption actions can legally proceed until those documents are distributed.

What changed: This document is a Form 425 filing submitted by NewCleo Ltd. that functions as an English translation of an informational summary originally published on the website of the National Commission for Public Debate (CNDP) on June 30, 2026, disclosing Newcleo’s proposed SPAC business combination with NewHold Investment Corp III. Per the translated summary filed herein, Newcleo announced in May 2026 that it will merge with NewHold Investment Corp III on Nasdaq under the ticker “NWCL.” Mechanically, the transaction is expected to unlock up to $429 million in new financing, drawn from approximately $220 million in PIPE commitments and up to $209 million from the SPAC’s escrow account. Regarding redemption and voting mechanics, the filing confirms that a Registration Statement will be filed shortly, which will incorporate a Proxy/Prospectus to solicit votes at an extraordinary shareholder meeting. Standard risk disclosures caution that the combination may not close by the business combination deadline and warn of potential extension failures, while explicitly noting that the SPAC’s future profitability estimates will contain underlying assumptions regarding shareholder redemptions that must be evaluated once the prospectus becomes available. Why it matters: According to Newcleo’s stated strategy, the $220 million PIPE and up to $209 million escrow proceeds will finance the construction of the first reactors and a MOX manufacturing facility in France, Europe, and the United States. The company explains that selecting Nasdaq over a European exchange is intended to access deeper liquidity and stronger investor appetite for long-term technology projects, while simultaneously enhancing credibility with regulators, industrial partners, and future customers. Newcleo further states it has already initiated discussions with the U.S. Nuclear Regulatory Commission (NRC) regarding domestic reactor and fuel plant projects. Because Newcleo remains unprofitable despite having raised approximately $780 million from private investors since its 2021 founding, securing public-market capital through this structured merger is positioned as essential to advancing from research and development into commercial operations. NHIC shareholders must review the forthcoming Proxy/Prospectus to determine definitive redemption mechanics, sponsor governance terms, and extension voting parameters relative to the March 3, 2027 deadline.

What changed: Form 425 filed by NewCleo Ltd. transmitting an English-translated interview transcript with Chief Executive Officer Stefano Buono regarding the proposed business combination with SPAC NewHold Investment Corp III. No modifications to the 2027-03-03 redemption deadline, extension provisions, or the $10.580571428571428 per-share trust value are reflected in this filing. CEO Stefano Buono states the merger documents have been submitted to the SEC and estimates the transaction could close within a couple of weeks once publicly released. He discloses securing 220 million in subscriptions, assigns a 2.4 billion valuation to the combined entity, and confirms 209 million in existing capital. Buono reiterates that standard SPAC shareholder redemption rights remain available and that capital retention depends on investor perception of the deal. Why it matters: The disclosed 220 million subscription commitment and 2.4 billion valuation establish baseline pro forma economics that inform redemption threshold analysis relative to the unchanged $10.580571428571428 trust and 2027-03-03 expiration. Buono’s two-week closure estimate reflects internal sequencing rather than regulatory certainty, indicating management pacing ahead of proxy distribution. Beyond mechanics, Buono outlines strategic and technological objectives: pursuing a Nasdaq listing necessitated by required US operational footprint and citing a market he claims holds at least 100 times more innovation capital than Europe; contrasting current steps against a historical plan to raise 3 billion; detailing a 10 MW electrically heated Italian prototype equipped with a Fincantieri turbine slated for five years of operational study before final reactor deployment; citing a US partnership with Oklo; and directing raised funds toward licensing, US fuel facility and reactor construction, and European projects in Slovakia and France. Because all assertions originate solely from a translated media interview filed as a Rule 425 communication, they carry forward-looking disclaimers and lack the binding specificity of a definitive proxy or registration statement, meaning actual redemption windows, voting procedures, and sponsor conduct terms will be legally enumerated only in subsequent SEC filings.

What changed: A Form 425 submission filed by NewCleo Ltd. attaching a June 17, 2026 NucNet interview article with NewCleo Ltd. CEO and Co-Founder Stefano Buono, disclosed pursuant to Rule 425 of the Securities Act and Rule 14a-12 of the Exchange Act in connection with the proposed business combination between NewCleo Ltd. and NewHold Investment Corp III. Mechanics: The filing reports no amendments to voting procedures, trust account balances, extension motions, or sponsor conduct disclosures. It does not modify the March 3, 2027 business combination deadline or the existing $10.580571428571428 trust share value. Regarding shareholder redemptions, Buono explicitly linked redemptive behavior to post-deal liquidity, stating, “If there are no redemptions, we will not need additional cash for more than a couple of years, even if we accelerate in our capital deployment.” Other Substance: Buono stated Newcleo had raised around $780m pre-listing and that multiple US funds have committed capital to the transaction. On technology and partnerships, Buono cited an October 2025 Oklo agreement targeting a US advanced fuel fabrication facility operational by 2031 (or sooner with NRC acceleration), plus a French MOX plant slated for 2032 and a Slovakia-based Javys partnership for plutonium procurement. He reported that a non-nuclear test facility at Italy’s Brasimone research centre has received its main vessel for molten lead conditioning and storage, targeting completion by end of 2026 and 2027 commissioning to simulate roughly 10 MW of thermal power. On regulation, Buono said French Nuclear Safety and Radiation Protection Authority (ASNR) safety reviews are advancing ahead of a potential 2027 construction permit filing, with a public debate scheduled to conclude in July. On capital markets and geography, Buono claimed the 200 MW commercial lead-cooled fast reactor will likely deploy first in the US due to NRC Part 53 and policy support, while characterizing Europe’s program as “not strong enough” despite the European Commission’s 10 March 2026 EU Strategy for small modular reactors, a planned 200 million guarantee fund, and a blocked 5bn Scaleup Europe Fund. He also referenced $4.1bn ( 3.5bn) in US advanced reactor subsidies disbursed under the former Biden administration and noted emerging engagement from infrastructure funds and institutions including the EBRD, World Bank, and European Investment Bank. Why it matters: The interview supplies management’s unambiguous stance that SPAC redemptions directly compress Newcleo’s projected multi-year capital runway, making early opt-out data critical for assessing post-merger cash sufficiency. The documented permitting windows (July debate, 2027 French application), manufacturing milestones (2026/2027 Italian test center, 2031/2032 fuel facilities), and partner dependencies establish executable technical checkpoints against the March 3, 2027 closing window. Buono’s differentiation between US and European funding readiness and regulatory pacing further clarifies anticipated deployment sequencing, financing reliance, and execution risk for shareholders weighing redemption versus vote decisions.

What changed: A Form 425 communication filed pursuant to Rule 425 of the Securities Act and deemed filed under Rule 14a-12 of the Exchange Act, incorporating an interview article published in Energy Intelligence on June 12, 2026, featuring Newcleo Ltd. CEO and Co-Founder Stefano Buono regarding the proposed business combination with NewHold Investment Corp. III. No adjustments to the SPAC’s mechanical terms, redemption calendar, trust account status, extension provisions, or sponsor conduct disclosures are reported. The trust value remains at $10.580571428571428 per share, and the business combination deadline remains 2027-03-03. CEO Stefano Buono characterizes NewHold as 'very well prepared, very professional,' stating the SPAC structure provides a faster path to a Nasdaq listing with lower transaction risk than an IPO. The filing functions strictly as a Rule 14a-12 safe harbor submission to allow public discussion of the merger while soliciting shareholder proxies. Why it matters: This document delivers extensive executive commentary on Newcleo’s capital strategy, regulatory pathway, and operational roadmap, though all projections and assertions originate solely from CEO Stefano Buono. Buono states the SPAC transaction aims to raise up to $429 million in gross proceeds and confirms Newcleo has already secured $780 million in total fundraising, though it trails U.S. rivals Okla and X-Energy. Buono announces a strategic pivot moving the first-of-a-kind reactor site from France (originally slated for 2033) to the United States, targeting 2032 for initial commercial operation. He ties project viability directly to the U.S. Department of Energy’s surplus plutonium program, which plans to award up to 20 tons, noting the October Request for Application offered the material for free plus transportation costs. Buono projects an 18-month NRC licensing window under Part 53, citing weekly pre-licensing engagement, and indicates U.S. rules permit breaking ground before final license issuance. Conversely, he attributes European delays to insufficient capital, citing European Commission President Ursula von der Leyen’s policy reversal accompanied only by 200 million [$231million] in bank guarantees, France reducing a committed 1 billion innovation investment to nearly zero, Italy enacting 60 million across 2027-29, and the EU’s 5 billion Scaleup Europe fund providing only sporadic nuclear support. On development status, Buono reports the Brasimone, Italy demonstration unit is halfway constructed, with installation finishing by the end of 2026 and operations starting next year; the non-nuclear prototype uses 10 megawatts of electrical power for thermal validation. He plans to finalize the basic 200 MW commercial reactor design by the end of next year to initiate U.S. site licensing. Regarding commercial structure, Buono says Newcleo will retain equity positions between 20% and 100%, pursues joint ventures with AI and data center operators, holds a 49% stake in a Slovakian joint venture against partner-held 51%, tracks 27 gigawatts electric in total interest with 9.2 GWe classified as a mature pipeline, and maintains plans to construct up to three MOX fuel fabrication facilities by 2050. When asked to validate the previously disclosed levelized cost of energy of $55 per megawatt hour for an nth-of-kind four-unit 200 MW plant, Buono declines to reaffirm the metric or allocate it across fuel, construction, or finance categories now that the company approaches the public markets. The filing also identifies Savannah River as a preferred fuel processing hub, references 120 employees with plutonium handling and transport experience, and warns French site permitting could require two to three years following a public debate concluding in July. These statements inform shareholders that execution risk centers on U.S. regulatory approvals, plutonium allocation outcomes, and international policy environments rather than any alteration to the SPAC’s redemption or extension mechanics.

What changed: A Form 425 submission containing a targeted investor FAQ distributed by NewCleo Ltd. to its shareholders, detailing preliminary terms, valuation adjustments, UK corporate restructuring steps, post-closing liquidity restrictions, and redemption-scenario impact tables for a proposed business combination with NewHold Investment Corp III. According to NewCleo Ltd.’s June 12, 2026 FAQ, the transaction’s financial and procedural framework has been updated and quantified for the first time in this format. NewCleo Ltd. states that the parties originally agreed to a pre-money base equity value of $2.35 billion (£2.0 billion at an exchange rate of 0.851), but subsequent convertible bond issuances and a Pre-PIPE raise increased the equity value to $2.448 billion (£2.083 billion at an exchange rate of 0.851), creating an implied pre-money share price of $4.813 (£4.096 at an exchange rate of 0.851) against 508,681,497 aggregate diluted shares. NewCleo Ltd. reports that a capital reduction meeting is scheduled for June 29, 2026, with a follow-up general meeting expected in August 2026 to approve re-registration under the UK Companies Act 2006, a capital restructuring utilizing an estimated recapitalization factor of 0.4813, and the transaction. The company discloses a $220.0 million (£187.2 million at an exchange rate of 0.851) PIPE investment yielding 22,000,000 shares and outlines a 180-day lock-up for existing shareholders with early release tranches triggered if the VWAP equals or exceeds $12.00, $15.00, or $18.00 for 20 trading days over any 30-trading-day period. NewCleo Ltd. also establishes an earnout pool of 24,482,702 shares (valued at up to 10% of post-Closing equity) payable within a 5-year window if VWAP hits $15.00 and $18.00. Furthermore, NewCleo Ltd. publishes an illustrative ownership matrix across zero, 50%, and 100% SPAC redemption scenarios, indicating existing shareholders will retain 242,802,641 shares representing between 81.4% and 87.0% of the combined entity, while SPAC founder shares, public warrants, private placement warrants, and sponsor holdings shift from 1.0% to 1.1%, 3.4% to 3.6%, 0.1%, and 0.3% respectively. NewCleo Ltd. also notes that share transfer processing will temporarily suspend after July 1, 2026, until Closing. Why it matters: This FAQ materially updates deal mechanics by confirming the target side has already priced and secured incremental capital ($220.0 million PIPE plus convertible instruments), which sustains the $2.448 billion valuation and implies the SPAC trust will face lower utilization pressure to achieve the pro forma cap table. For SPAC holders tracking redemption exposure and sponsor conduct, the published ownership table demonstrates that NewCleo equity allocations remain fixed in absolute share count (242,802,641 shares); therefore, higher SPAC redemption rates mathematically increase the acquirer’s percentage stake while leaving PIPE, warrant, and sponsor dilution constants intact per the document’s assumptions. The documented June 29, 2026 corporate action and anticipated second-half 2026 SEC filing create concrete internal milestones ahead of the March 3, 2027 combination deadline, while the structured 180-day lock-up and performance-linked earnout tether management liquidity expectations to sustained post-combination trading benchmarks ($12.00/$15.00/$18.00 VWAP thresholds), signaling NewCleo Ltd.’s institutional alignment with longer-term upside rather than immediate exit pricing. All valuations, timelines, and scenario calculations are explicitly attributed to NewCleo Ltd.’s communication and remain qualified as preliminary pending the definitive Registration Statement on Form F-4.

What changed: A Form 425 regulatory filing serving as a routing slip and mandatory disclosure cover sheet, submitted alongside an English-translated excerpt from a NewCleo Ltd. presentation delivered at a public debate in France on June 10, 2026. The uploaded text contains only standard securities act notices, solicitation cautions, and safe-harbor warnings regarding the proposed business combination with NewHold Investment Corp III. Zero adjustments to the redemption calendar, trust accounting, or deal timeline. The SPAC's business combination deadline remains fixed at 2027-03-03, and the trust value per share is unchanged at $10.580571428571428. No extension requests, lock-up modifications, PIPE financing updates, or voting mechanics are disclosed. The filing explicitly defers all definitive merger terms to the forthcoming Registration Statement and proxy statement/prospectus. Why it matters: This submission is procedurally routine for a company in DEAL_ANNOUNCED status executing compliant marketing outreach. All forward-looking projections, expense estimates, profitability assumptions, and risk assessments are explicitly attributed to the SPAC and NewCleo management teams under the Private Securities Litigation Reform Act of 1995 safe harbor, with clear disclaimers that actual outcomes may diverge due to competition, regulatory hurdles, or failure to secure shareholder approval. Because the actual presentation content was transmitted solely as an attached image file (image_001.jpg) and not transcribed, no customer claims, technology roadmaps, market sizing data, partnership announcements, or personnel changes can be verified from this filing. For investors tracking redemptions, trust dynamics, or sponsor conduct, this document carries no incremental weight; material valuation inputs, conditional closing requirements, and redemption election parameters will only be quantifiable upon issuance of the preliminary proxy statement/prospectus.