Monitor for the registration statement (Form F-4) filing and SPAC shareholder meeting vote. The earnout structure ($15 and $18 thresholds over 5 years) and lock-up provisions (180 days with early release at $12/$15/$18 VWAP) will influence warrant and common stock trading dynamics post-merger.
Price Chart
Executive Summary
NewHold Investment Corp III (NHICW) has filed the definitive Business Combination Agreement with NewCleo Ltd., a nuclear energy technology company, valued at $2.35 billion base equity value. The deal includes a $220 million PIPE investment at $10.00 per share and will list the combined entity on Nasdaq as NewCleo plc. This filing confirms the deal terms initially announced in the prior 8-K, with no changes or new material developments.
Key Financial Metrics
Key Facts
- Business combination agreement valued at $2.35 billion base equity value.
- $220 million PIPE investment at $10.00 per share from institutional investors.
- SPAC shareholders can redeem shares; existing SPAC warrants will convert to NewCleo warrants.
- Combined company will list on Nasdaq under NewCleo plc.
- Closing warrants will be issued for each SPAC warrant to purchase one NewCleo ordinary share.
Financial Impact
Deal enterprise value of $2.35 billion with $220 million PIPE at $10.00/share. No updated financial projections or revenue figures disclosed.
Risk Factors
- Shareholder redemption risk at deal vote could reduce trust cash available post-close.
- Regulatory approvals including Hart-Scott-Rodino and nuclear regulatory clearances are conditions to close.
- Earnout milestones require significant stock price appreciation above $15 and $18 over 5 years.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001213900-26-061271 |
| Document: ea029209701ex10-3.htm | 0001213900-26-061271 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
May 27, 2026 21w ago | 425 | $0.3600 | awaiting T+20 | — | — |
May 27, 2026 21w ago | 8-K | $0.3600 | awaiting T+20 | — | — |
US Market Status
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