NHIC SEC filings, in plain English
Everything NewHold III has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: The filing reports that NewHold Investment Corp. III shareholders will hold a meeting on September 17, 2026, to consider the merger with newcleo plc, and CEO Stefano Buono expects the combined entity to list on NASDAQ under the ticker NWCL shortly thereafter. Why it matters: This confirms the specific date for the shareholder vote required to close the business combination, which is critical for investors tracking redemption deadlines and the timeline for delisting SPAC shares before the March 3, 2027 trust termination.
What changed: The filing is a Form 425 submitted by NewCleo Ltd. regarding the proposed business combination with NewHold Investment Corp. III. It states that the Registration Statement, including a preliminary proxy statement and prospectus, was declared effective on August 6, 2026. The definitive proxy statement and other relevant documents are scheduled to be mailed to NewHold shareholders of record as of the close of business on August 7, 2026, for voting on the Business Combination. The document contains standard legal disclaimers, risk factors related to advanced nuclear technology development and regulatory approvals, and forward-looking statements, but does not report any new redemption deadlines, trust value changes, or specific financial figures beyond referencing the existing $10.580571428571428 per share trust value in the prompt context. Why it matters: This filing confirms the procedural timeline for shareholder voting: the definitive materials are being mailed after the August 7 record date, which is critical for investors to know when they will receive voting instructions and how to exercise redemption rights before the March 3, 2027 deadline. It also serves as the primary vehicle for disseminating the detailed risk factors and forward-looking claims about Newcleo's lead-cooled fast reactor technology and mixed-oxide fuel capabilities to public shareholders.
What changed: A Schedule 13G/A — beneficial ownership report. According to the filing excerpt, Barclays PLC is identified as the reporting holder, but the text contains no operative language detailing altered share counts, ownership percentages, acquisition dates, or adjustments relative to prior disclosures. Why it matters: Per the document, no information is provided regarding how Barclays PLC's stake may affect shareholder redemption behavior, trust value maintenance at $10.580571428571428 per share, extension negotiations, or sponsor conduct ahead of the 2027-03-03 deadline. The excerpt contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: NewHold Investment Corp. III's quarterly report on Form 10-Q for the period ended June 30, 2026, filed August 12, 2026, containing unaudited financial statements, MD&A, and disclosure of the announced Newcleo business combination and related agreements. This 10-Q reflects the post-announcement quarter after the May 26, 2026 Business Combination Agreement with NewCleo Ltd. It reports trust assets of $212,934,000, equating to $10.58 per redeemable Class A share as of June 30, 2026; cash outside trust of approximately $364,000; negative working capital of approximately $6,272,000; and a going concern disclosure citing a March 3, 2027 completion deadline. It also discloses non-redemption agreements covering 923,780 shares, in exchange for the sponsor forfeiting 92,378 founder shares; BCA termination date of November 27, 2026; and deal-related general and administrative costs, including approximately $4,869,000 and $5,657,000 of business combination search/closing costs for the three and six months ended June 30, 2026. Net loss was approximately $3,345,000 and $2,641,000 for those periods. Why it matters: This filing updates the mechanics investors are tracking: the Newcleo deal must close by November 27, 2026 under the BCA, ahead of the March 3, 2027 trust liquidation deadline. The non-redemption agreements reduce expected redemption exposure by 923,780 public shares and transfer 92,378 founder shares to those investors if the deal closes. Trust value per share is $10.58, but the company warns of substantial doubt about its ability to continue as a going concern and has only $364,000 of cash outside trust, meaning sponsor support or additional financing may be needed before closing.
What changed vs 2026-05-18trust $211.1M → $212.9M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $211.1M$212.9M
- Combination deadline
- 2027-03-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 20.1M · unchanged
SpacBrain reads this as $1,867,000 was added to the trust between the two filings.
The clause …“expenses 176,000 136,000 Total current assets 540,000 1,334,000 Investments held in Trust Account 212,934,000 209,220,000 Total assets $ 213,474,000 $ 210,554,000 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
The clause …“need additional working capital. In addition, if NewHold cannot complete a business combination before March 3, 2027, it could be forced to wind up its operations and liquidate unless it obtains shareholder approval to extend the”…
The clause …“its initial Business Combination. In connection with NewHold s assessment of going concern considerations in accordance with ASC 205-40, Disclosures of Uncertainties about an Entity s Ability to Continue as a Going Concern, as of June”…
The clause …“issued and outstanding at June 30, 2026 and December 31, 2025 (excluding 20,125,000 shares subject to possible redemption) Class B ordinary shares, $ 0.0001 par value, 20,000,000 authorized shares; 6,707,663 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A definitive proxy statement/prospectus (DEFM14A) filed by NewHold Investment Corp III (NHIC) soliciting shareholder votes on a business combination with newcleo plc (a nuclear technology company). The document serves as both a proxy statement for the September 17, 2026 extraordinary general meeting and a prospectus for the securities to be issued in the merger. This filing sets the definitive terms and schedule for the merger: a definitive proxy/prospectus, filed August 10, 2026; the extraordinary general meeting is set for September 17, 2026; redemption deadline is September 15, 2026 (two business days prior); trust value per share as of Record Date (August 7, 2026) is $10.58; the merger consideration is one newcleo ordinary share per SPAC share; PIPE of $220M at $10.00 per share; non-redemption agreements covering up to 923,780 SPAC Class A shares; sponsor forfeits 20% of its promote and the remainder is subject to earn-out vesting (50% at $15, 50% at $18 VWAP); newcleo shareholders earn a separate earnout up to 10% of equity; the SPAC's deadline remains March 3, 2027. Why it matters: This is the definitive proxy setting the redemption deadline (September 15, 2026), trust per share value ($10.58), and meeting date (September 17, 2026) for shareholders deciding to redeem or stay. It provides the detailed structure for evaluating the deal: valuation ($2.35B pre-money), PIPE backstop, sponsor/earnout dilution, and the target's early-stage nuclear technology business model (LFR and MOX fuel) with significant risk factors including going concern uncertainty. The filing also discloses sponsor conflicts of interest and the lack of a fairness opinion.
pipenothing moved · 1 with no prior record of ours
- PIPE
- not previously extracted$220.0M
The clause “0,000 PIPE Shares at $10.00 per share, for an aggregate purchase price equal to $220,000,000, pursuant to the terms and conditions of the PIPE Subscription Agreements. The PIPE Investors are permitted under the PIPE Subscription”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A Form 425 compliance filing submitted by NewCleo Ltd. pursuant to Rule 425 of the Securities Act of 1933, deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, which contains an English translation of a June 2, 2026 article published by the French magazine L’Usine Nouvelle detailing Newcleo’s proposed merger with SPAC NewHold Investment Corp III, followed by standard SEC prospectus and communication disclaimers. The filing contains no amendments to redemption terms, trust per-share distribution mechanics, extension procedures, or sponsor conduct. It confirms the proposed transaction remains scheduled to close in the second half of 2026 subject to regulatory approval, and notes the SPAC already holds $209 million in cash. Redemption and voting procedures remain governed by the preliminary and definitive proxy statements/prospectuses referenced in the filing’s forward-looking statement and risk factor disclosures, with no changes to the stated trust/share value or the March 3, 2027 deadline. Why it matters: 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.
What changed: A Form 425 filing that transmits an excerpt from an interview with Elisabeth Rizzotti, deputy Chief Executive Officer and Chief Operating Officer of NewCleo Ltd., as translated and published by the Italian newspaper La Verità on June 1, 2026, alongside standard Rule 425/8-K statutory disclaimers concerning a proposed business combination between NewHold Investment Corp. III and NewCleo Ltd. Nothing. The filing introduces no adjustments to the redemption calendar, trust value, extension mechanics, deal progress markers, or sponsor conduct. The SPAC’s business combination deadline, trust/per-share liquidity baseline, and proxy solicitation timeline remain governed by prior filings. This submission functions exclusively as a permitted prospectus communication under the Securities Act of 1933. Why it matters: Although transaction mechanics are static, the attachment establishes management’s capitalization narrative ahead of the extraordinary shareholder meeting. Elisabeth Rizzotti attributes private-market validation to the target’s trajectory, stating she has raised more than one billion euros from private investors. She asserts that for every euro received from the public sector, the company raised 34 from private investors. She contrasts this leverage against European policy, noting the Small Modular Reactors Strategy provides for up to 200 million euros in guarantees from the Innovation Fund by 2028. She explains the company’s decision to list on the Nasdaq, claiming it is the stock exchange in the world that raises the most capital for innovative technologies, citing Nvidia, Apple, Microsoft, Amazon, Google, and Tesla, and states that in the United States, the availability of capital for innovation is 100 times greater than in Europe. All capitalization, technology financing, and exchange-selection assertions originate from Elisabeth Rizzotti in her printed dialogue; none constitute audited facts, binding commitments, or amended redemption terms. Investors should monitor the forthcoming preliminary proxy statement/prospectus for record dates, cash-redemption windows, and any structural modifications that would directly alter the path to closing before the existing deadline.
What changed: A Form 425 filing submitted by NewCleo Ltd. and deemed filed pursuant to Rule 14a-12, which incorporates a translated transcript of a public debate held in Chinon, France on May 30, 2026, alongside standard Rule 425 disclosure language regarding a proposed business combination with NewHold Investment Corp III. This filing reports no adjustments to the redemption calendar, trust value per share, the 2027-03-03 business combination deadline, extension mechanics, or sponsor conduct. It functions solely as a Rule 425 communication vehicle to transmit executive commentary relevant to the Proposed Business Combination. Why it matters: 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.
What changed: A Form 425 filing transmitting a reproduced May 28, 2026 interview/article from Les Echos, functioning as a Rule 425 communication and prospectus supplement for the proposed business combination between NewHold Investment Corp III and Newcleo Ltd. No adjustments to redemption windows, trust accounting, extension waivers, or sponsor conduct are documented. For deal mechanics and progress, the article attributed to Les Echos and quoted sources states the merged entity would carry a pre-transaction valuation of around $2.4 billion. NewHold will contribute $209 million from its trust to the transaction, accompanied by a simultaneous capital raise of an additional $220 million sourced mostly from North American investors, pushing Newcleo’s total historical capital to $1 billion since 2021. The filing notes standard proxy solicitation protocols will follow SEC declaration of effectiveness, requiring SPAC shareholder votes at an extraordinary meeting, with full redemption and voting details reserved for the upcoming Registration Statement and definitive proxy statement/prospectus. Why it matters: 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.
What changed: A Form 425 filing submitted by NewCleo Ltd., attaching a May 28, 2026, media article from La Stampa (written by Sara Tirrito) that formally announces and details the proposed merger between Newcleo Ltd. and NewHold Investment Corp III. The filing confirms the proposed business combination structure: a $2.4 billion valuation reported by the article, expected to close in the second half of 2026. According to Newcleo founder and CEO Stefano Buono, the merger will generate gross proceeds of $429 million, comprising $220 million in already-secured private PIPE investments and up to $209 million drawn from NewHold’s trust account. On trust mechanics and redemptions, Buono stated the cash 'could cover operating needs until 2028 or 2029,' but cautioned that 'part of the cash in the trust is subject to possible redemptions by investors,' explaining that 'if investors like the SPAC, there are no redemptions and those resources remain.' The article reports SEC approval timing as potentially arriving 'by the end of the summer,' and notes Newcleo opened preliminary U.S. Nuclear Regulatory Commission talks in March 2026. Buono projects a fuel factory operational by 2031 and a first commercial reactor by 2032, with potential acceleration. Operational metrics reported in the filing state Newcleo operates in seven countries with 900 employees, closed 2024 with a $110 million loss, has never posted a profitable year, and cites Buono’s prior company sale for $4 billion. The filing also references a $780 million European fundraising baseline and identifies U.S.-listed peers Oklo (partnered with Newcleo) and Terra Innovatum. Why it matters: 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.
What changed: A Form 8-K containing Item 7.01 Regulation FD Disclosure and Item 9.01 Financial Statements and Exhibits that officially announces a Business Combination Agreement between NewHold Investment Corp III and NewCleo Ltd., supplemented by a sponsor CEO email, a Wall Street Journal article, and corporate LinkedIn postings. The filing confirms the parties executed a two-step merger agreement on May 26, 2026. The SPAC’s CEO stated the deal values NewCleo at a pre-money equity value of approximately $2.4 billion and expects up to $429 million in gross proceeds, composed of a $220 million oversubscribed PIPE ($10.00 per share, 22 million ordinary shares) and up to $209 million from the NHIC trust account before redemptions and transaction expenses. The CEO noted a nine-month sourcing process evaluating over 250 companies and signing 25 NDAs before a December Letter of Intent. Expected Nasdaq listing uses ticker “NWCL” in the second half of 2026. Joint forward-looking statements and risk factors warn that shareholder redemptions may reduce available trust cash and affect liquidity, while referencing a Sponsor Support Agreement that governs vesting and forfeiture of sponsor promote shares without specifying exact percentages or conversion rates. Why it matters: 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.
What changed: SEC Rule 425 filing containing a Form 8-K current report announcing a business combination between NewHold Investment Corp III (NHIC) and Newcleo Ltd., supplemented by Exhibit 99.1 (a May 27, 2026 email from the SPAC’s CEO), Exhibit 99.2 (a May 27, 2026 Wall Street Journal article), and Exhibits 99.3 through 99.5 (May 27, 2026 LinkedIn posts by the SPAC, the Company, and the Company’s Founder/CEO). The filing announces that on May 26, 2026, NHIC entered into a Business Combination Agreement with Newcleo Ltd., structured as a two-step merger wherein Merger Sub 1 will merge into the SPAC, followed by the First Merger Surviving Company merging into Merger Sub 2. According to the SPAC’s CEO email (Exhibit 99.1), the transaction assigns Newcleo a pre-money equity value of approximately $2.4 billion and expects up to $429 million in gross proceeds, composed of a $220 million oversubscribed PIPE priced at $10.00 per share for 22 million ordinary shares and up to $209 million drawn from the NHIC trust account, before redemptions and transaction expenses. The combined entity targets Nasdaq listing under ticker “NWCL” with an anticipated close in the second half of 2026. The 8-K and attached exhibits describe Newcleo as an advanced nuclear energy developer focused on modular, lead-cooled fast reactors (LFRs) and mixed oxide (MOX) nuclear fuel produced from reprocessed materials. The CEO email attributes a nine-month sourcing diligence effort covering over 250 companies and 25 executed NDAs to arrive at a December letter of intent. The filing’s forward-looking statements and risk factors warn that Newcleo maintains an early stage of development, carries limited operating history, requires substantial additional capital, and must navigate technical, engineering, corrosion, supply chain, and multi-jurisdictional regulatory licensing across the United States, United Kingdom, France, Italy, and the European Union. The filing also discloses a Sponsor Support Agreement governing the vesting and forfeiture of sponsor promote shares, and directs investors to an upcoming Form F-4 Registration Statement and Proxy Statement/Prospectus that will establish a record date for shareholder voting. Why it matters: 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.
What changed: Form 425 communication: An Employee FAQ distributed by NewCleo Ltd. on May 27, 2026, filed pursuant to Rule 425 of the Securities Act and deemed filed under Rule 14a-12 of the Exchange Act, outlining the proposed business combination with NewHold Investment Corp III and establishing internal compliance directives. NewCleo management announces the transaction targets closing in the second half of 2026, with Nasdaq trading under the ticker 'NWCL' commencing the next business day after close. The company confirms a private investment in public equity (PIPE) transaction accompanies the merger and defers all final economic terms to a forthcoming Form F-4 registration statement and preliminary proxy statement/prospectus. Concerning NHIC mechanics, the FAQ explicitly incorporates risk factor (15), which states that 'the level of redemptions of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company.' The filing discloses no updated trust account balances, redemption price floors, extension vote schedules, or specific redemption thresholds. Regarding sponsor conduct, NewCleo’s leadership characterizes NewHold CEO Kevin Charlton as a 'six-time SPAC executive' and asserts that the NewHold team will 'remain actively engaged following closing' to support capital-markets strategy and governance. Why it matters: 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.
What changed: Form 425 under the Securities Act of 1933 containing an unofficial transcript of a May 27, 2026 CNBC interview conducted by Carla Signorile with Stefano Buono, Chief Executive Officer of NewCleo Ltd., regarding a proposed merger with NewHold Investment Corp III. The filing does not modify the SPAC’s redemption parameters, the per-share trust value of $10.580571428571428, or the March 3, 2027 business combination deadline. It confirms the transaction is advancing toward regulatory submission, with Buono stating the F-4 registration dossier would be filed 'in a few days' post-interview, followed by SEC review and a SPAC shareholder vote before closing. The filing clarifies that NewCleo will be the surviving corporate entity and will legally acquire the SPAC. No changes to sponsor conduct or extension requests are noted. Why it matters: 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.
What changed: A Current Report on Form 8-K filed by NewHold Investment Corp III (NHIC) to announce the entry into a definitive Business Combination Agreement with NewCleo Ltd., an advanced nuclear reactor and fuel company, and related ancillary agreements (Sponsor Support Agreement, Company Shareholder Support Agreement, PIPE Subscription Agreement, Registration Rights Agreement, Non-Redemption Agreements) and to furnish a press release, investor presentation, and conference call transcript. NHIC entered into a definitive business combination agreement to merge with NewCleo at a pre-money equity value of ~$2.4 billion. Existing NewCleo shareholders roll over 100% of equity. The transaction is expected to close in 2H 2026. Gross proceeds consist of up to $209 million cash in trust (assuming no redemptions) plus a $220 million PIPE at $10.00/share (22 million shares). Non-redemption agreements with certain shareholders cover up to 923,780 Class A shares, in exchange for which the sponsor forfeits 92,378 Class B shares and the NRA investors receive an equivalent number of Company ordinary shares. The sponsor's founder shares are subject to a two-tier forfeiture (20% base plus additional forfeiture if total cash proceeds fall short of $400 million less expenses over $14 million) and price-vesting at $15 and $18 VWAP thresholds. A 180-day lock-up applies to sponsor and certain company shareholders, with early release at $12, $15, $18 VWAP thresholds. The closing is conditioned on, among other things, total cash proceeds of at least $200 million, net tangible assets of at least $5,000,001, and shareholder approvals. The agreement may be terminated if closing does not occur by November 27, 2026. Trust value per share is $10.58, but the PIPE and exchange ratio are based on $10.00 per share. SPAC warrants will be exchanged for Company warrants on a one-for-one basis. Why it matters: 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.
What changed: A routine Securities Act Rule 425 compliance exhibit filed by NewCleo Ltd. acknowledging a social media post and containing mandatory SEC transaction disclaimers, forward-looking statement safe harbors, and directives to access future proxy/prospectus materials. Zero mechanical changes. The filing introduces no amendments to redemption windows, trust accounting, extension votes, or sponsor governance. According to the filing, the Company merely states it intends to file a Registration Statement with the SEC that will include a proxy statement and prospectus, and directs shareholders to defer all voting or redemption elections until those definitive documents are declared effective. Why it matters: As a procedural placeholder, the filing confirms the SPAC and target are advancing toward the definitive documentation phase rather than pursuing an immediate closing, emergency extension, or revised capital structure. Because the document discloses no customer relationships, revenue figures, technology roadmaps, strategic partnerships, litigation status, or personnel movements, it effectively maintains the status quo for investor decision-making. All material economics—redemption pricing mechanics, PIPE commitments, lock-up periods, and management retention—will remain opaque until the Registration Statement is formally filed and the SEC marks it effective, making this a low-signaling administrative checkpoint in the merger timeline.
What changed: A Form 425 prospectus communication filed by NewCleo Ltd. under Rule 425 of the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934. Its stated purpose is to publicly transmit a social media post made by the company’s Deputy Chief Executive Officer and Chief Operating Officer regarding the proposed business combination with NewHold Investment Corp III, accompanied by standard solicitation participant notices and securities act disclaimers. No modifications were announced to the SPAC’s redemption timeline, trust composition, business combination deadline, or sponsor behavior. The filing reconfirms the Proposed Business Combination remains in a pre-effective phase, directing SPAC shareholders to wait for the SEC declaration of effectiveness on the forthcoming Registration Statement, which will contain the proxy statement/prospectus, record date, and list of directors, executive officers, and management participants in the proxy solicitation. Any substantive messaging from the executive’s post is contained within the attached graphic file and does not appear in the textual body. Why it matters: This submission functions as a procedural compliance step rather than a strategic update. It attributes all forward-looking projections and risk assessments—including potential impacts on customer relationships, employee retention, intellectual property protection, and execution timelines—directly to the expectations and beliefs of the SPAC and the Company, urging reliance only on definitive SEC filings. It reports no concrete figures, customer names, revenue streams, market valuations, technology milestones, partnership terms, litigation statuses, or leadership changes. Because the substantive social media post is locked inside an attached image file, investors cannot evaluate any unregistered communications until the formal Registration Statement drops. Consequently, the document neither advances nor delays the redemption calendar, alters the trust account trajectory, triggers extension votes, or shifts deal progress.
What changed: A Rule 425 compliance filing by NewCleo Ltd. documenting that its Chief Executive Officer published a social media post regarding the proposed business combination with NewHold Investment Corp. III, accompanied by mandatory SEC prospectus disclaimers, forward-looking statement safe harbors, and risk factor cross-references. No changes to redemption deadlines, trust account distributions, extension votes, deal progression milestones, or sponsor conduct have been introduced by this filing. The submission merely registers prior online communications with the SEC and restates the standard regulatory pipeline: the Company intends to file a Registration Statement containing a proxy statement and prospectus, after which definitive materials will be mailed to SPAC shareholders established as of a future record date to vote on the Proposed Business Combination. Why it matters: This filing contains no new transaction terms, financial metrics, or timeline adjustments, but it confirms that NewCleo is actively managing investor attention via social channels while deferring all binding disclosures until the Registration Statement becomes effective. The filing explicitly notes that the SPAC and Company hold “underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments,” indicating that redemption modeling and liquidity planning remain active behind the scenes even though no specific redemption percentages, trust-per-share calculations, or extension mechanisms are disclosed here. Investors monitoring NHIC for potential cashless redemptions, management retention arrangements, lock-up expirations, or sponsor forfeiture clauses will find no new data; all substantive mechanics, voting procedures, and economic terms will reside exclusively in the forthcoming preliminary and definitive proxy statement/prospectus.
What changed: Form 8-K filed under Rule 425 announcing NewHold Investment Corp III's definitive business combination with NewCleo Ltd. It attaches the signed Business Combination Agreement (dated May 26, 2026), sponsor support agreement, company shareholder support agreement, PIPE subscription agreement form, registration rights agreement form, non-redemption agreement form, joint press release, investor presentation, conference call transcript, and CEO letters to employees, investors, customers, and government authorities. NHIC moved from an announced/search state to a signed, binding DEAL_ANNOUNCED transaction: NewHold and Newcleo executed a merger agreement providing for two-step Cayman mergers in which NHIC shareholders (other than redeemers, dissenters, and treasury holders) get one Newcleo ordinary share per NHIC share. No redemption deadline or record date was set. The BCA sets an agreement end date of November 27, 2026, a closing condition of at least $200,000,000 in Total Cash Proceeds (PIPE plus post-redemption trust cash), and at least $5,000,001 net tangible assets after redemptions. The filing discloses a trust balance of at least $209,220,000 and a committed $220 million PIPE at $10.00 per share for 22 million shares. Non-redemption agreements cover up to 923,780 NHIC Class A shares, with the sponsor forfeiting 92,378 Class B shares and assigning equivalent company shares. The sponsor also agreed to vote for the deal, not redeem, and to forfeit shares under a formula tied to total cash proceeds, with post-closing vesting hurdles at $15.00 and $18.00 and a 180-day lock-up with release thresholds at $12.00, $15.00, and $18.00. Why it matters: 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.
What changed: SEC Form 12b-25 Notification of Late Filing for a Quarterly Report on Form 10-Q (period ended March 31, 2026). First, this document is a procedural regulatory notification confirming NewHold Investment Corp III missed its statutory deadline for the Q1 2026 10-Q. Regarding redemption mechanics and deadlines, the filing does not extend the stated business combination deadline of March 3, 2027, does not adjust the trust value of $10.580571428571428 per share, and does not alter shareholder redemption rights or extension mechanisms. Chief Financial Officer Polly Schneck states the delay occurred because the financial statements could not be completed in sufficient time to solicit and obtain the necessary review and signatures prior to the due date. The company has committed to filing within five calendar days of the prescribed deadline under Rule 12b-25(b), verified that all other periodic reports in the preceding twelve months were filed on time, and management asserts there will be no anticipated significant change in results of operations from the corresponding period of the last fiscal year. Why it matters: While administratively routine, the filing highlights a lag in the SPAC’s financial close and internal sign-off processes. For investors tracking deal progress and sponsor conduct, a properly executed 12b-25 prevents automatic SEC enforcement action, but documented bottlenecks in completing and reviewing financial statements suggest operational friction that could slow future diligence, shareholder communications, or merger approvals approaching the March 2027 deadline. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the CFO’s attestation and signature authority.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026, filed by NewHold Investment Corp III, a blank check company. Trust account value increased to $211,067,000 ($10.49 per share) from $209,220,000 ($10.40 per share) at year-end 2025, driven by $1,847,000 interest income. Cash and cash equivalents decreased to $624,000 from $1,198,000. The company reported a net income of $704,000 for the quarter, but negative working capital of $1,100,000. Deferred compensation increased to $588,000. The company disclosed substantial doubt about its ability to continue as a going concern due to inability to complete a business combination by March 3, 2027, and expects to incur significant costs. Why it matters: 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.
What changed vs 2025-11-13trust $207.2M → $211.1M +2%going concern APPEAREDtrust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $207.2M$211.1M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2027-03-03
- Redeemable shares
- 20.1M · unchanged
SpacBrain reads this as $3,855,000 was added to the trust between the two filings.
The clause …“expenses 178,000 136,000 Total current assets 802,000 1,334,000 Investments held in Trust Account 211,067,000 209,220,000 Total assets $ 211,869,000 $ 210,554,000 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“initial Business Combination. In connection with the Company s assessment of going concern considerations in accordance with Accounting Standards Update ( ASU ) 2014-15, Disclosures of Uncertainties about an Entity s Ability to”…
The clause …“additional working capital. In addition, if the Company cannot complete a business combination before March 3, 2027, it could be forced to wind up its operations and liquidate unless it obtains shareholder approval to extend the”…
The clause …“and outstanding at both March 31, 2026 and December 31, 2025 (excluding 20,125,000 shares subject to possible redemption), respectively Class B ordinary shares, $ 0.0001 par value, 20,000,000 authorized shares; 6,707,663 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025 — the first such filing since NewHold III's IPO in March 2025. Initial 10-K filing. Trust account totals $209.22 million ($10.40 per public share). No business combination has been announced or completed. Auditor includes a going concern emphasis: if no deal by March 3, 2027, the SPAC will liquidate. NewHold II (prior SPAC) was dissolved and liquidated in May 2023 without a deal. $453k in deferred compensation accrued, payable only if a deal closes. No extension has been sought or approved. Why it matters: 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.
What changed: Form 12b-25 Notification of Late Filing submitted by NewHold Investment Corp III to the SEC regarding its overdue Form 10-K for the fiscal year ended December 31, 2025. Chief Financial Officer Polly Schneck executed the notification on March 31, 2026, stating that the annual report missed its statutory deadline because the financial statements could not be completed in sufficient time to secure the necessary reviews and signatures before the due date. Invoking Rule 12b-25(b)(ii), the registrant committed to delivering the complete 10-K within fifteen calendar days following the prescribed due date. The filing does not request a formal Securities Act Rule 497(h) extension, does not alter the business combination timeline, does not distribute trust cash, and makes no adjustment to the per-share trust balance. Pollicy Schneck is listed as the point of contact at (212) 653-0153 from the principal executive offices at 52 Vanderbilt Avenue, Suite 2005, New York, NY 10017 (CUSIP G6486E102). The registrant also confirmed that all other periodic reports required under Section 13 or 15(d) of the Exchange Act over the preceding twelve months were filed on time, and anticipates no significant change in results of operations from the prior year. Why it matters: For investors tracking redemption calendars, trust mechanics, extension pathways, and sponsor conduct, this procedural compliance notice indicates a bottleneck in audit finalization or signatory coordination that commonly precedes merger accounting holdups or delayed shareholder votes. While the exhibit itself contains zero commentary on customer concentrations, revenue recognition, total addressable market sizing, commercial strategy, proprietary technology, channel partnerships, active litigation, or executive compensation, late 10-K filings in SPACs frequently foreshadow extension amendments when sponsors cannot close deals or restatement-clean financials before liquidation windows tighten. Because the filing stops short of amending the redemption deadline or modifying trust distribution waterfalls, the mechanical impact on current investor exit rights remains unchanged; however, the subsequent resubmitted 10-K and any concurrent merger-status 8-K will determine whether administrative friction translates into a formal extension vote, reduced redemption yields, or target termination. Sponsors should be monitored for timely delivery of the belated report and clear communication regarding whether audit or target-specific complexities triggered the delay.
What changed: Quarterly report on Form 10-Q for NewHold Investment Corp III, a blank check company that completed its IPO on March 3, 2025. First quarterly report since IPO. Trust account holds $207.2M from $201.25M IPO and $7.8M private placement. No business combination announced. Cash outside trust: $1.389M. Net income of $1.911M for Q3 ($4.192M YTD) from interest on trust assets. Accumulated deficit $5.68M. Trust per-share redemption value $10.30, up from initial $10.05. Deferred underwriting fee $7.044M payable upon deal close. No working capital loans outstanding. Sponsor note repaid. No subsequent events. Why it matters: 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.
What changed vs 2025-08-14trust $205.1M → $207.2M +1%trust account, redeemable shares1 moved · 1 with no prior record of ours
- Trust account
- $205.1M$207.2M
- Redeemable shares
- 20.1M · unchanged
SpacBrain reads this as $2,158,000 was added to the trust between the two filings.
The clause …“offering costs - 327,000 Total current assets 1,574,000 382,000 Investments held in Trust Account 207,212,000 - Total assets $ 208,786,000 $ 382,000 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’”…
The clause …“issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 20,125,000 shares subject to possible redemption), respectively - - Class B ordinary shares, $ 0.0001 par value, 20,000,000 authorized shares; 6,707,663”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit — specifically, a Schedule 13G beneficial ownership report filed by Barclays PLC regarding NHIC. Per the provided filing text, Barclays PLC submitted a standard ownership declaration with no updated share quantities, transaction dates, or purpose statements attached. Accordingly, the document reports zero changes affecting NHIC’s shareholder mechanics: it discloses nothing regarding the redemption timeline, trust value maintenance, extension voting provisions, merger integration progress, or sponsor conduct. Why it matters: Because the excerpt contains no operational or strategic assertions attributed to NHIC’s management, sponsor group, or independent parties, it provides no actionable intelligence on deal execution risk, expected redemption volumes, or post-merger guidance. The filing makes no claims about target customers, historical revenue, total addressable market size, proprietary technology, commercial partnerships, pending litigation, or executive team movements.
What changed: NHIC's quarterly report on Form 10-Q for the period ended June 30, 2025, filed August 14, 2025. This is a routine periodic filing containing unaudited interim financial statements, management's discussion and analysis, and required certifications. The filing reflects the completion of NHIC's initial public offering (IPO) and concurrent private placement that occurred on March 3, 2025. The trust account, initially funded with $202,256,000 from the IPO and private placement, had a balance of $205,054,000 at June 30, 2025, reflecting interest income earned. The company reports net income of $2,281,000 for the six months ended June 30, 2025, primarily from interest on the trust account. The filing also reports cash held outside the trust account of $1,567,000. No business combination or definitive agreement has been announced. The trust redemption value per share is stated as $10.19 as of June 30, 2025. The deadline for a business combination is March 3, 2027 (24 months from IPO closing). The filing also notes the company has adopted ASU 2023-07, Segment Reporting, and identifies itself as operating in one segment. Why it matters: 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.
What changed vs 2025-05-13trust $202.9M → $205.1M +1%trust account, redeemable shares1 moved · 1 with no prior record of ours
- Trust account
- $202.9M$205.1M
- Redeemable shares
- 20.1M · unchanged
SpacBrain reads this as $2,141,000 was added to the trust between the two filings.
The clause …“offering costs - 327,000 Total current assets 1,802,000 382,000 Investments held in Trust Account 205,054,000 - Total assets $ 206,856,000 $ 382,000 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS”…
The clause …“issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 20,125,000 shares subject to possible redemption) - - Class B ordinary shares, $ 0.0001 par value, 20,000,000 authorized shares; 6,707,663 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A, an amended beneficial ownership report filed pursuant to Section 13(d) of the Securities Exchange Act identifying AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as reporting persons. The amended filing updates prior disclosures of equity interests held by the three AQR affiliates in NHIC. The provided excerpt does not contain the percentage of shares beneficially owned, aggregate share count, date(s) of acquisition, or the nature of the amendment, which are required fields to determine the exact change. The document does not address trust account deposits, redemption elections, extension negotiations, shareholder voting schedules, or sponsor conduct, leaving the mechanics tied to the 2027-03-03 deadline and the $10.580571428571428 per-share trust value unaffected by the visible text. Why it matters: In a SPAC that has announced a business combination, periodic 13G/A filings from institutional managers serve as early signals of voting intent, arbitrage hedging, or post-merger positioning. The explicit naming of AQR Arbitrage, LLC alongside broader management and holding vehicles suggests potential allocation across pooled, advisory, or dedicated strategies tracking NHIC. However, because the excerpt discloses no ownership percentages or transaction timelines, investors cannot yet measure how these positions intersect with the outstanding public float or forecast redemption pressure against the stated $10.580571428571428 trust balance. The filing confirms continued regulatory scrutiny and reporting by the AQR entities, but the full exhibit is required to evaluate whether the amendments reflect cumulative accumulation, portfolio rebalancing, or mechanical fund-level adjustments that could influence governance decisions before the March 2027 deadline.
What changed: Amended Schedule 13G beneficial ownership report. The provided excerpt identifies only the filing instrument and the Healthcare of Ontario Pension Plan Trust Fund. It contains no share quantities, ownership percentages, transaction dates, or purpose codes to determine whether the holder increased, reduced, or merely recharacterized its position relative to the SPAC’s outstanding units or shares. Why it matters: In a SPAC operating at the DEAL_ANNOUNCED stage with a disclosed trust balance of $10.580571428571428 per share and a March 3, 2027 deadline, a 13G/A serves exclusively as a transparency mechanism for institutional stakeholders crossing or maintaining the 5% reporting threshold. Without the full exhibit disclosing voting power, acquisition dates, or investment intent, this filing does not trigger redemption clock adjustments, alter trust value distribution mechanics, modify extension conditions, or signal sponsor conduct changes. It reflects routine securities regulation rather than a driver of deal progress or shareholder action.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.