NewHold Investment Corp. III Approves Business Combination with newcleo

What Happened

• NewHold Investment Corp. III announced that at an Extraordinary General Meeting on September 17, 2026 shareholders approved the business combination agreement dated May 26, 2026 with newcleo plc and the related plan of merger.
• The approvals cover a two-step merger structure: Merger Sub 1 will merge into NewHold (First Merger), making NewHold a wholly owned subsidiary of newcleo, then the First Merger surviving company will merge into Merger Sub 2, with Merger Sub 2 continuing as a wholly owned subsidiary of newcleo.
• A press release announcing the approvals was furnished as Exhibit 99.1 to the 8-K.

Key Details

• Record date: August 7, 2026; 27,612,763 ordinary shares were entitled to vote.
• Voter turnout: 21,272,849 shares represented (77.04% of shares entitled to vote).
• Business Combination Proposal vote: For 19,986,437; Against 1,286,410; Abstain 2.
• Merger Proposal vote (First Merger plan): For 19,986,439; Against 1,286,410; Abstain 0.

Why It Matters

• The shareholder approvals are required steps for the transaction to proceed; with these votes passed, the merger steps described in the May 26, 2026 agreement can move forward subject to any remaining closing conditions.
• For investors, the approvals mean NewHold will become a subsidiary of newcleo if the transaction closes, which will change NewHold’s corporate status and shareholder composition. The 8-K and the related press release should be reviewed for timing, remaining conditions, and any additional transaction details.