NewHold Investment Corp III

NewHold Investment Corp. III Shareholders Approve Business Combination with newcleo plc

NewHold Investment Corp. III (NASDAQ: NHIC) shareholders approved all proposals for the business combination with newcleo plc at the September 17, 2026 extraordinary general meeting, with approximately 93.4% of votes cast in favor, representing about 72.4% of outstanding shares. Closing is anticipated on or about September 21, 2026, after which the combined company, newcleo plc, is expected to trade on Nasdaq under NWCL for common stock and NWCLW for warrants beginning around September 22, 2026. newcleo is a nuclear energy company developing lead-cooled advanced modular reactors and fuel production from recycled nuclear waste, with roughly $800 million in private funding and more than 900 employees across Europe and the U.S.; founder Stefano Buono previously sold Advanced Accelerator Applications to Novartis for $3.9 billion.

•1mo ago

NHIC: 8-K · material agreement

NewHold Investment Corp III (Nasdaq: NHIC) entered into a Forward Purchase Agreement with an unaffiliated stockholder on September 11, 2026, a prepaid share forward covering up to 7,000,000 Class A ordinary shares ahead of its pending business combination with newcleo. Under the agreement, the Seller will buy shares in the open market and irrevocably waive redemption rights on them, while NewHold pays a prepayment at closing equal to the shares times the per-share redemption price, estimated at approximately $10.65 based on the trust account as of September 9, 2026. The stated purpose is to potentially increase the cash available to the combined company after closing; the forward matures at the earliest of 24 months after closing, a company-selected date after resale registration effectiveness, or a date the Seller chooses. NewHold also supplemented its proxy statement with no change to the meeting date, the August 7, 2026 record date or the redemption deadline, and reported that no redemption requests have been received to date.

SEC 8-K•1mo ago

newcleo Appoints Nuclear Industry Veteran Jeffrey Lyash as Chairman of the Board

newcleo, the advanced modular reactor developer set to go public through a business combination with NewHold Investment Corp. III (NASDAQ: NHIC), named nuclear industry veteran Jeffrey Lyash as Chairman of its Board, effective upon deal close. The combined company is expected to list on Nasdaq under the ticker NWCL following an anticipated close in the second half of 2026. Lyash brings more than 40 years of power-sector experience, most recently as President and CEO of the Tennessee Valley Authority and previously as CEO of Ontario Power Generation, where he was responsible for $45 billion in assets and an 11,000-person workforce. He also spent eight years at the U.S. Nuclear Regulatory Commission. Outgoing Chairman Andrea Ruben Levi remains a director and Compensation Committee chair, and the appointment extends a U.S. build-out that recently added a VP of U.S. Operations and a director of U.S. regulatory affairs and licensing. For NHIC holders the move is a governance and credibility upgrade for the de-SPAC target rather than a deal-changing event; terms and timing of the business combination are unchanged and still subject to shareholder approval and closing conditions.

•1mo ago

NHIC: 425 · acquisition merger

newcleo Ltd. filed a Rule 425 communication regarding its proposed business combination with SPAC NewHold Investment Corp III, confirming that the SEC declared the registration statement containing the proxy statement/prospectus effective on August 6, 2026. Definitive proxy materials will be mailed to NewHold holders of record as of the close of business on August 7, 2026 ahead of an extraordinary general meeting to approve the transaction. The filing itself is largely procedural, combining standard solicitation-participation and no-offer disclaimers with an extensive forward-looking statements section. No deal terms, dollar amounts, or share counts are disclosed, though the transaction includes private placement financings alongside the merger and the combined company is expected to trade on Nasdaq. The de-SPAC is advancing toward its shareholder vote, with closing still contingent on NewHold shareholder approval, completion of the private placements, and redemption levels. Newcleo contributes lead-cooled fast reactor technology and mixed-oxide fuel capabilities, while the filing flags its early stage of development, limited operating history, and substantial additional capital needs as key risks.

SEC 425•2mo ago

NewHold Investment Corp. III and newcleo Ltd. Announce Effectiveness of Registration Statement on Form F-4 with the SEC in Connection With Proposed Business Combination and Nasdaq Listing

NewHold Investment Corp. III and newcleo Ltd. announced that the SEC declared effective the Registration Statement on Form F-4, marking a key step toward their proposed business combination. NHIC shareholders scheduled an Extraordinary General Meeting for September 17, 2026, to vote on the transaction, with a record date of August 7, 2026. The combined company, to be named newcleo plc, is expected to trade on Nasdaq under ticker NWCL and receive up to $429 million in gross proceeds from a $220 million PIPE and $209 million in trust cash.

•2mo ago

newcleo to acquire nuclear scales manufacturer Bonifait Pesage, strengthening its vertical integration

Newcleo, set to merge with NHIC, announced it is acquiring French manufacturer Bonifait Pesage to secure nuclear-grade weighing equipment for its planned MOX fuel facilities. The transaction aligns with newcleo's vertical integration strategy, bringing critical manufacturing capabilities in-house to reduce supply-chain risks. Bonifait Pesage generated approximately €2.1 million in revenue in 2025; the deal is expected to close in the fourth quarter of 2026.

•3mo ago

newcleo Strengthens U.S. Leadership Team with Strategic Appointments of Dustin Greenwood and Travis Chapman

newcleo has appointed Dustin Greenwood as Vice President of U.S. Operations and Travis Chapman as Director of U.S. Regulatory Affairs and Licensing to strengthen its U.S. leadership team. Greenwood brings over two decades of experience from NuScale Power and BWXT, while Chapman joins from BWXT Advanced Technologies with prior regulatory roles at X-energy, Oklo, and the U.S. Nuclear Regulatory Commission. The hires support newcleo’s expansion in the U.S. market ahead of its anticipated business combination with NewHold Investment Corp. III (NHIC), which will list the combined company under the ticker NWCL in the second half of 2026.

•4mo ago

NHIC: 425 · acquisition merger

NewCleo Ltd., the target of NewHold Investment Corp. III’s proposed business combination, filed a Rule 425 free writing prospectus featuring an interview with its Deputy CEO Elisabeth Rizzotti. Rizzotti highlighted that Newcleo has raised over €1 billion from private investors, leveraging public funds at a 34:1 ratio, and criticized the lack of clear European policy compared to the US capital market. The filing emphasizes the strategic decision to list on Nasdaq, citing it as the global leader for raising capital for innovative technologies. Rizzotti stated that capital availability for innovation in the US is 100 times greater than in Europe, making Nasdaq the only suitable exchange for Newcleo’s ambitions. The document serves as a solicitation tool for SPAC shareholders, urging them to read the upcoming definitive proxy statement/prospectus before voting on the merger. It includes standard forward-looking statement disclaimers and notes that the registration statement for the business combination will be filed with the SEC shortly.

SEC 425•4mo ago

NHIC: 8-K · acquisition merger

NewHold Investment Corp III (NHIC) has entered into a definitive business combination agreement with Newcleo Ltd., a private nuclear energy company, valuing the target at $2.35 billion. The transaction involves a series of mergers where Newcleo will become the surviving public entity, with NHIC shareholders receiving shares in the combined company. The deal is supported by $220 million in PIPE investments at $10.00 per share and includes non-redemption agreements for approximately 923,780 shares. Closing is subject to customary conditions, including shareholder approval, regulatory clearances, and a minimum cash requirement of $200 million after redemptions. Sponsor and existing shareholders are subject to lock-up agreements with price-based release thresholds at $12.00, $15.00, and $18.00. The agreement includes a termination date of November 27, 2026, if the business combination is not consummated.

SEC 8-K•4mo ago

newcleo, A Developer of Advanced Nuclear Reactors and Nuclear Fuel, to Become Public Company Through Business Combination with NewHold Investment Corp III

NewHold Investment Corp III (NHIC) has entered a definitive agreement to merge with newcleo, a developer of advanced modular nuclear reactors and MOX fuel, valuing the private company at $2.4 billion pre-money. The transaction provides newcleo with up to $429 million in gross proceeds, combining a $220 million oversubscribed PIPE at $10.00 per share with up to $209 million from the SPAC trust account. The combined entity will trade on Nasdaq under the ticker NWCL, expected to close in the second half of 2026, accelerating newcleo’s US growth strategy and leveraging its European project pipeline.

•4mo ago