NewHold Investment Corp. III Announces Merger with newcleo; Prepaid Share Forward

What Happened

• NewHold Investment Corp. III (the SPAC) filed an 8-K on Sept. 11, 2026 confirming its previously announced Business Combination Agreement with newcleo Ltd. The filing also discloses a prepaid share forward transaction (the Forward Purchase Agreement) between NewHold/newcleo and an unaffiliated stockholder (the “Seller”) to buy up to 7,000,000 “recycled” shares in connection with the merger.
• Under the Forward Purchase Agreement the Seller will irrevocably waive redemption rights on those recycled shares. NewHold will pay a Prepayment Amount from its IPO Trust Account at closing equal to the number of Shares times the per-share redemption price (the filing estimates the redemption price at approximately $10.65 per share based on the Trust Account balance as of Sept. 9, 2026).

Key Details

• Date and parties: Business Combination Agreement originally disclosed May 26, 2026; Forward Purchase Agreement executed Sept. 11, 2026 between NewHold/newcleo and an unaffiliated Seller.
• Size and price: Up to 7,000,000 recycled Shares; estimated redemption price ≈ $10.65 per share (Trust Account basis as of Sept. 9, 2026).
• Settlement terms: Prepayment from the Trust Account at closing; final settlement either physical delivery of shares (if required shareholder approval and distributable reserves exist) or cash settlement over a valuation period if approval/reserves are lacking. Maturity occurs earliest of 24 months after closing, a counterparty option after a resale registration is effective, or a Seller-selected date.
• Protections & conditions: Seller held <5% of Shares before the agreement, waived redemption rights on acquired shares, and agreed not to short the stock; the agreement is structured to comply with tender-offer rules (including Rule 14e-5). Goldman Sachs & Co. LLC and Guggenheim Securities, LLC acted as financial advisors.

Why It Matters

• The Forward Purchase Agreement is intended to potentially increase cash available to the combined company after the Business Combination, without using Trust Account funds to buy public shares or warrants for these types of private transactions. For investors, that could reduce the amount of cash returned to redeeming SPAC shareholders and increase pro‑forma cash for newcleo, while also potentially reducing public float if private purchases occur.
• Important procedural items: NewHold filed a Proxy Supplement on Sept. 11, 2026 updating the proxy materials about the Forward Purchase Agreement; the definitive proxy/prospectus was mailed to shareholders of record as of Aug. 7, 2026. The filing includes standard forward‑looking risk disclosures (e.g., approvals, redemptions, financing and regulatory risks) that could affect completion and outcomes for investors.