NewHold SPAC signs definitive agreement to merge with Newcleo at $2.35B equity value

NewHold Investment Corp. III

Base equity value of Newcleo set at $2.35B; minimum total cash proceeds required at closing: $200M.
SPAC sponsor to forfeit a portion of shares if trust cash proceeds are below $400M, subject to fees cap of $14M.
Lock-up for sponsor and certain shareholders: 180 days; 50% released at closing, 25% each at $15 and $18 share price triggers.
Closing condition: SPAC shareholder approval and net tangible assets of at least $5M; deal must close by Nov 27, 2026.
PIPE investment to be raised alongside deal; Newcleo to re-register as UK public limited company.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NewHold Investment Corp. III entered into Business Combination Agreement with NewCleo Ltd., newcleo1 Ltd., newcleo2 Ltd. (effective 2026-05-26).

Action: entry
Agreement: merger
Counterparty: NewCleo Ltd., newcleo1 Ltd., newcleo2 Ltd.
Effective: 2026-05-26

Exact text from the filing

On May 26, 2026, NewHold Investment Corp III, a Cayman Islands exempted company with limited liability (the “ SPAC ” or “ NewHold ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with NewCleo Ltd., a private limited company incorporated under the laws of England and Wales

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NewHold Investment Corp. III filing history →

Source: SEC EDGAR

accession 0001213900-26-061270

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