NewHold Investment Corp. III 8-K

What Happened

• NewHold Investment Corp. III (the SPAC) and NewCleo Ltd. (Newcleo) signed a Business Combination Agreement dated May 26, 2026 (unanimously approved by the boards) to combine via a two-step merger structure. The agreement contemplates corporate restructurings at Newcleo (redenomination, re-registration as a UK public limited company, and a recapitalization) and conversion of SPAC securities into Company Ordinary Shares and Company warrants at the First Merger Effective Time.
• A concurrent PIPE was agreed: investors will subscribe for Company Ordinary Shares at $10.00 per share for an aggregate purchase price of $220 million (closing conditioned on the Business Combination). A press release announcing the agreement was issued May 27, 2026.

Key Details

• PIPE amount: $220,000,000 at $10.00 per share (closing conditioned on the Business Combination).
• Minimum cash condition: the SPAC must have Total Cash Proceeds of at least $200,000,000 at Closing (PIPE proceeds plus SPAC cash after redemptions). SPAC must also retain at least $5,000,001 of net tangible assets after redemptions.
• Sponsor economics/forfeiture: Sponsor support agreement requires the Sponsor to vote in favor, not redeem/transfers pre-Closing and sets a forfeiture formula tied to Total Cash Proceeds (forfeiture equals ($400M − Total Cash Proceeds − excess fees over $14M) ÷ $400M). Sponsor post‑closing securities are subject to vesting: 50% vests at Closing, then 25% at $15 VWAP threshold, 25% at $18 VWAP threshold (each measured over specific trading‑day windows).
• Lock-up and release thresholds: Sponsor and certain Company shareholders will be subject to 180‑day transfer restrictions after Closing, with staged releases if VWAP thresholds of $12/$15/$18 are met for specified measurement periods.
• Timing and approvals: Closing requires SPAC shareholder approval, Company shareholder approval, a Nasdaq (or other applicable exchange) listing approval, customary regulatory and condition satisfactions. The agreement may be terminated if not closed by Nov 27, 2026 (subject to limited exceptions).
• Securities treatment: PIPE Shares and NRA Shares will be issued without SEC registration in reliance on Section 4(a)(2) of the Securities Act. Registration rights for PIPE investors were agreed (company to file resale registration within 30 days of Closing; effective no later than 90 days).

Why It Matters

• This is the core transformational event: if completed, Newcleo will become a publicly listed company via the SPAC merger and receive the committed PIPE financing intended to provide operating capital. The $220M PIPE and the minimum $200M cash condition are central to whether the deal will close and how much cash the combined company will have at listing.
• The Sponsor forfeiture mechanics, lock‑ups and staged vesting align management/shareholder incentives with post‑transaction stock price performance and affect potential near‑term share supply. Investor approvals, exchange listing acceptance, and the ability to meet the cash thresholds are key execution risks to monitor through shareholder votes and subsequent SEC filings (including the Form F-4/Registration Statement and proxy materials).