This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted by SPAC for a vote at the Extraordinary General Meeting, including the business combination proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination.”

SPAC is a blank check company incorporated on August 13, 2024 as a Cayman Islands exempted company for the purpose of effecting merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. For more information about SPAC, see the section entitled “Business of SPAC and Certain Information About SPAC.”

In September 2024, the Sponsor paid $25,000 to cover certain offering expenses of SPAC in consideration for 5,031,250 Founder Shares. In October of 2024, the Sponsor executed a share recapitalization in which an additional 1,676,413 Founder Shares were issued to the Sponsor, and as a result of which the Sponsor purchased and held 6,707,663 Founder Shares. On February 19, 2025, the Sponsor transferred 278,000 Founder Shares to the NewHold Board, resulting in the Sponsor holding 6,429,663 Founder Shares.

On March 3, 2025, SPAC consummated the SPAC IPO of 20,125,000 SPAC Public Units. Each SPAC Public Unit consists of one SPAC Class A Ordinary Share, and one-half of one redeemable SPAC Public Warrant, with each SPAC Public Warrant entitling the holder thereof to purchase one SPAC Class A Ordinary Share for $11.50 per share, subject to adjustment. The SPAC Public Units were sold at a price of $10.00 per unit, generating gross proceeds of $201,250,000. Concurrently with the closing of the SPAC IPO, the Sponsor and underwriters purchased an aggregate of 780,100 SPAC Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $7,801,000.

Following the closing of the SPAC IPO, a total of $202,256,000 ($10.05 per SPAC Public Unit) of net proceeds of the SPAC IPO and certain of the proceeds of the SPAC Private Placement Units was placed in the Trust Account. The Trust Account is located in the United States with SPAC Transfer Agent acting as trustee, and may only be invested in U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (as amended, the “Investment Company Act”), having a maturity of 185 days or less or in the money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. As of March 31, 2026, funds in the trust account totaled approximately $211,067,000.

There are currently outstanding 10,062,500 SPAC Public Warrants and 390,050 SPAC Private Placement Warrants underlying the SPAC Private Placement Units. Each SPAC Warrant entitles the holder to purchase one SPAC Class A Ordinary Share for $11.50 per share.

The mailing address of SPAC’s principal executive offices is 110 West 40th Street, Suite 802, New York, NY 10018. Its telephone number is (646) 655-8504. Its corporate website address is https://nhicspac.com/newhold-investment-corp-iii/. SPAC’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

newcleo is a public company incorporated in England and Wales under the Companies Act 2006 on March 18, 2021. newcleo is headquartered in London, and its registered office is located at 55 South Audley Street, London W1K 2QH, United Kingdom. Its telephone number is +39 011 5139700. newcleo and its subsidiaries are a nuclear technology company developing Generation IV lead-cooled fast reactors, a class of SMR that uses liquid lead as a coolant. newcleo’s reactor designs are intended to operate using MOX fuel derived from recycled nuclear materials, supporting a closed fuel cycle. newcleo’s mission is to generate safe, clean, economic and practically inexhaustible energy through an innovative combination of existing and accessible technologies.

For more information, see “Information about newcleo.”

Merger Sub 1 is a Cayman Islands exempted company and a wholly-owned subsidiary of the Company incorporated on April 29, 2026 solely for the purpose of effecting the Business Combination. Merger Sub 1 owns no material assets and does not operate any business and has not carried on any activities other than those in connection with the transactions contemplated under the Business Combination Agreement. The address and telephone number for Merger Sub 1 is the same as those for the Company. Following the First Merger Effective Time, Merger Sub 1 will have merged with and into SPAC, as a result of which the separate corporate existence of Merger Sub 1 will cease and SPAC will continue as the surviving company and will be a wholly owned subsidiary of the Company.

Merger Sub 2 is a Cayman Islands exempted company with limited liability and a wholly-owned subsidiary of the Company incorporated on April 29, 2026 solely for the purpose of effecting the Business Combination. Merger Sub 2 owns no material assets and does not operate any business and has not carried on any activities other than those in connection with the transactions contemplated under the Business Combination Agreement. The address and telephone number for Merger Sub 2 is the same as those for the Company. Following the Second Merger Effective Time, SPAC will merge with and into Merger Sub 2, as a result of which the separate corporate existence of SPAC will cease and Merger Sub 2 will continue as the surviving company and will be a wholly owned subsidiary of the Company.

On May 26, 2026, SPAC, the Company, Merger Sub 1 and Merger Sub 2 entered into the Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (a) Merger Sub 1 will merge with and into SPAC pursuant to the First Plan of Merger and SPAC will be the surviving company and a direct, wholly owned subsidiary of the Company, and (b) SPAC will merge with and into Merger Sub 2 pursuant to the Second Plan of Merger and Merger Sub 2 will be the surviving company and a direct, wholly owned subsidiary of the Company. The Mergers will become effective after the Capital Restructuring is effected and on the date when the Plans of Merger executed by SPAC, Merger Sub 1 and Merger Sub 2 are registered by the Cayman Islands Registrar of Companies or such later time as SPAC and the Company may agree in writing, as specified in the Plans of Merger. For more information, see the section entitled “The Business Combination.”

Under the Business Combination Agreement, except as otherwise set forth therein, each party to the Business Combination Agreement will pay its own fees and expenses incurred in connection with the Business Combination Agreement, the other Transaction Agreements and the Transactions, including the fees and disbursements of legal counsel, investment bankers, brokers, finders and other representatives or consultants. If the Closing occurs, then the Company will pay, or cause to be paid, all Unpaid Transaction Expenses (as defined in the Business Combination Agreement) as provided in the Business Combination Agreement (provided that SPAC Transaction Expenses (as defined in the Business Combination Agreement) shall not exceed $14.0 million in the aggregate exclusive of any fees owed by SPAC to financial advisors acting as placement agents in connection with the PIPE Investment (as defined in the Business Combination Agreement)). To the extent the total amount raised from the PIPE Financing and capital retained from the Trust Account at Closing (less any SPAC Transaction Expenses in excess of $14.0 million) is less than $400.0 million, the Sponsor and its affiliates will forfeit additional Founder Shares and SPAC Warrants at Closing in proportion to such shortfall pursuant to the terms of the Sponsor Support Agreement. See “—Certain Agreements Related to the Business Combination—Sponsor Support Agreement.”

Each party to the Mergers expects that they will be able to finance the costs of the Business Combination from the cash available to them at the time of the consummation of the Business Combination. Each of the Company and SPAC expect that it will be able to pay its attorneys’ fees, investment bankers’ fees, finders’ and other representatives’ or consultants’ fees with funds then available to it at the Closing.

The Business Combination Agreement contemplates the execution of various additional agreements and instruments on or before the Closing, including, among others, the Sponsor Support Agreement, the Company Shareholder Support Agreement, the PIPE Subscription Agreements, the Registration Rights Agreement and the Closing Warrant Agreement. The following description of these agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of each agreement, a copy of which is attached hereto as annex and is incorporated herein by reference. See the section entitled “The Business Combination” for more information.

Concurrently with the execution of the Business Combination Agreement, SPAC, the Company and the Sponsor entered into the Sponsor Support Agreement, pursuant to which the Sponsor has agreed to, among other things, (i) vote all of its SPAC Securities (as defined in the Business Combination Agreement) in favor of the adoption and approval of the Business Combination Agreement, the First Plan of Merger and the other documents contemplated thereby and the Transactions, including the Business Combination, and against any proposal that would or would reasonably be expected to impede, delay, frustrate or prevent the Transactions, (ii) not transfer or redeem any of its SPAC Securities prior to the Closing, from the date of the Sponsor Support Agreement until the earlier of the Closing Date and the termination of the Business Combination Agreement and (iii) not transfer Company Ordinary Shares following the Closing in accordance with certain transfer restrictions described more fully in the section of this proxy statement/prospectus entitled “Shares Eligible for Future Sale—Lock-Up Arrangements.”

The Sponsor owns 552,600 SPAC Private Placement Shares, 6,429,663 Founder Shares, and 276,300 SPAC Private Placement Warrants (collectively, the “Sponsor Promote”). Pursuant to the Sponsor Support Agreement, immediately prior to the Closing, 20% of the Sponsor Promote will be forfeited by the Sponsor. The remaining Sponsor Promote will be subject to the following vesting and forfeiture provisions if the sum of the total capital raised from the PIPE Financing and retained from the Trust Account at Closing equals or exceeds $400.0 million:

In the event that, prior to the expiration of the Vesting Period and the occurrence of the Earnout Triggering Events, newcleo consummates a merger, sale, or similar transaction (the “Early Release Event”), then all of the Sponsor Promote included in the $15 Tranche and $18 Tranche that have not yet vested will vest and no longer be subject to any forfeiture or the transfer restrictions, effective immediately prior to the consummation of such Early Release Event.

To the extent the total amount raised from the PIPE Financing and capital retained from the Trust Account at Closing (less any SPAC Transaction Expenses in excess of $14.0 million) is less than $400.0 million, additional shares and warrants from the Sponsor Promote will be forfeited at Closing in proportion to such shortfall pursuant to the terms of the Sponsor Support Agreement; provided that any such forfeiture shall be applied as follows:

Pursuant to Sponsor Support Agreement, each of the Sponsor, and the directors and officers of NewHold has agreed to restrictions on their ability to transfer, assign, or sell the Company Ordinary Shares and Company Warrants received by the Sponsor and the directors and officers of NewHold in the Business Combination, as summarized in the table below.

Concurrently with the execution of the Business Combination Agreement, SPAC, the Company and the certain key Company Shareholders entered into the Company Shareholder Support Agreement, pursuant to which such Company Shareholders have agreed to, among other things, (i) vote all of their Company Ordinary Shares in favor of the adoption and approval of the Business Combination Agreement, the other documents contemplated thereby and the Transactions, including the Business Combination, and against any proposal that would or would reasonably be expected to impede, delay, frustrate or prevent the Transactions, (ii) not transfer any Company Ordinary Shares (excluding PIPE Shares and Pre-PIPE Shares) prior to the Closing, from the date of the Company Shareholder Support Agreement until the earlier of the Closing Date and the termination of the Business Combination Agreement and (iii) not transfer Company Ordinary Shares (excluding PIPE Shares and Pre-PIPE Shares) following the Closing in accordance with certain transfer restrictions described more fully in the section of this proxy statement/prospectus entitled “Shares Eligible for Future Sale—Lock-Up Arrangements.”

Concurrently with and following the execution of the Business Combination Agreement, the Company, SPAC and the PIPE Investors entered into the PIPE Subscription Agreements, pursuant to which the PIPE Investors have agreed to purchase, and the Company has agreed to sell to the PIPE Investors, at the First Merger Effective Time, the PIPE Shares at a price per share of $10.00, for an aggregate purchase price of $220,000,000 (the “PIPE Financing”), which price per share and aggregate purchase price assumes that the Company has effected the Capital Restructuring prior to the First Merger Effective Time. The closing of the PIPE Investment is conditioned upon the consummation of the Business Combination.

The PIPE Subscription Agreements provide for the issuance of Company Ordinary Shares rather than SPAC Ordinary Shares because the issued and outstanding SPAC Ordinary Shares will be exchanged for Company Ordinary Shares at Closing. There are important differences between the rights of holders of SPAC Ordinary Shares and holders of Company Ordinary Shares. See “Comparison of Rights of Company Shareholders and SPAC Shareholders” for a discussion of the different rights associated with holding Company securities.

Concurrently with the execution of the Business Combination Agreement, the SPAC, the Company, the Sponsor and the NRA Investors entered into the Non-Redemption Agreements, pursuant to which the NRA Investors agreed not to redeem (or to validly rescind any redemption requests on) up to 923,780 SPAC Class A Ordinary Shares in connection with the Extraordinary General Meeting. In exchange for the foregoing commitment not to redeem such SPAC Class A Ordinary Shares, the Sponsor agreed to forfeit 92,378 SPAC Class B Ordinary Shares at the Closing and assign to the NRA Investors, for no additional consideration, an equivalent number of Company Ordinary Shares to be issued at the Closing.

The Non-Redemption Agreements are expected to increase the amount of funds that remain in the Trust Account following the Extraordinary General Meeting, relative to the amount of funds that would be expected to remain in the Trust Account following the Extraordinary General Meeting had the Non-Redemption Agreement not been entered into and the SPAC Class A Ordinary Shares subject to such agreements had been redeemed.

The SPAC, the Company and the Sponsor may enter into additional non-redemption agreements from time to time prior to the Closing with other parties on substantially the same terms as the Non-Redemption Agreements, subject to the terms set forth in the Non-Redemption Agreements.

At the Closing, the Company, the Sponsor, SPAC and other parties listed thereto will enter into the Registration Rights Agreement, pursuant to which, among other things, the Company will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and certain holders have been granted customary demand and piggyback registration rights. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the relevant holders of Company Ordinary Shares against certain liabilities. The rights granted under the Registration Rights Agreement supersede any prior registration, qualification or similar rights of the parties with respect to their SPAC Securities.

Prior to the Closing, the Company, SPAC and the SPAC Warrant Agent will negotiate in good faith the Warrant Adoption Agreement, pursuant to which, among other things, (i) the SPAC will terminate the SPAC Warrant Agreement, and (ii) the Company will adopt a new warrant agreement to provide for the existence of warrants of the Company, each of which will represent the right to receive, from the Closing, a warrant to purchase one Company Ordinary Share, on the terms and subject to the conditions set forth therein. The Company may, in its good faith discretion, elect to instead amend and restate the SPAC Warrant Agreement to cause each SPAC Warrant to represent the right to receive, from the Closing, a warrant to purchase one Company Ordinary Share, in each of clauses (i) and (ii), on the terms and subject to the conditions set forth therein.

The net proceeds from the SPAC IPO, together with certain of the proceeds from the sale of the SPAC Private Placement Units, totaling $202,256,000 in the aggregate, were placed in a Trust Account with Continental Stock Transfer & Trust Company established for the benefit of the SPAC Public Shareholders and BTIG, the underwriter of the SPAC IPO. The amount deposited into the Trust Account includes $0.35 per unit, or $7,043,750 in the aggregate, payable to BTIG for deferred underwriting commissions. The deferred underwriting commissions will be payable to BTIG upon the closing of the Business Combination in three portions, as follows: (i) $0.15 per unit sold in SPAC IPO shall be paid to BTIG in cash, (ii) up to $0.10 per unit sold in the SPAC IPO shall be paid to BTIG in cash, based on the funds remaining in the Trust Account after giving effect to SPAC Public Shares that are redeemed in connection with the Business Combination and (iii) $0.10 per unit sold in the SPAC IPO shall be paid to BTIG in cash (such aggregate amount, the “Allocable Amount”), provided that SPAC has the right, in its sole discretion, not to pay all or any portion of the Allocable Amount to BTIG and to use the Allocable Amount for expenses in connection with the Business Combination.

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by SPAC to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

The nominal purchase price paid by the Sponsor for the Founder Shares may result in significant dilution to the implied value of the SPAC Public Shares upon the consummation of the Business Combination, and the Sponsor is

likely to make a substantial profit on its investment in the SPAC in the event SPAC consummates the Business Combination, even if the Business Combination causes the trading price of the Company Ordinary Shares to materially decline. See the sections titled “Risk Factors—Risks Related to SPAC and the Business Combination—The value of the Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of SPAC Ordinary Shares at such time is substantially less than $10.00 per share, which may create an economic incentive for the SPAC management team to pursue and consummate the Business Combination which differs from the SPAC Public Shareholders.”

The nominal purchase price paid by the Sponsor for the Founder Shares may result in significant dilution to the implied value of your public shares upon the consummation of SPAC’s initial business combination, and the Sponsor is likely to make a substantial profit on its investment in SPAC in the event SPAC consummates an initial business combination, even if the business combination causes the trading price of SPAC Ordinary Shares to materially decline” and “Dilution.”

Please see the sections entitled “Extraordinary General Meeting of SPAC Shareholders,” “Proposal No. 1—The Business Combination Proposal,” “Proposal No. 2—The Merger Proposal” and “Proposal No. 3—The Adjournment Proposal” for more information on the foregoing proposals.

The Extraordinary General Meeting will be held at 9:00 a.m. Eastern Time, on September 17, 2026, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY, 10154, and via live webcast at: https://www.cstproxy.com/nhicspaciii/2026, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the SPAC Shareholder Proposals.

SPAC Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned SPAC Ordinary Shares at the close of business on August 7, 2026, which is the Record Date for the Extraordinary General Meeting. SPAC Shareholders will have one vote for each SPAC Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 20,905,100 SPAC Ordinary Shares issued and outstanding, of which 20,125,000 were held by SPAC Public Shareholders with the rest being held by the Sponsor and certain SPAC directors.

Pursuant to the SPAC Articles, SPAC Public Shareholders may elect to have their SPAC Class A Ordinary Shares repurchased for a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued SPAC Public Shares (which, for illustrative purposes, was $10.19 per share as of the Record Date) if the Business Combination is consummated. If a SPAC Public Shareholder properly exercises its redemption rights, SPAC will redeem the related SPAC Class A Ordinary Shares for cash, and such shareholder will no longer own such SPAC Class A Ordinary Shares and will not participate in the future growth of the Company, if any in respect of the SPAC Class A Ordinary Shares so redeemed. Notwithstanding the foregoing, a SPAC Public Shareholder, together with any affiliate of his or her or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the SPAC Class A Ordinary Shares.

SPAC Public Shareholders will be entitled to receive cash for these shares only if they deliver their share certificates (if any) and other redemption forms to the SPAC Transfer Agent no later than two (2) business days prior to the Extraordinary General Meeting. SPAC Public Shareholders do not need to affirmatively vote on the Business Combination Proposal or be a holder of such shares as of the Record Date to exercise redemption rights. If the Business Combination is not consummated, these shares will not be converted into cash. If a SPAC Public Shareholder properly

demands redemption, delivers his, her or its share certificates (if any) and other redemption forms to SPAC Transfer Agent as described above, and the Business Combination is consummated, SPAC will convert each SPAC Class A Ordinary Share into a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two (2) Business Days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued SPAC Public Shares. If a SPAC Public Shareholder exercises his, her or its redemption rights, then it will be exchanging its SPAC Class A Ordinary Shares for cash and will not become a Company Shareholder. See the sections entitled “Questions and Answers about the Business Combination and the Extraordinary General Meeting” and “Extraordinary General Meeting of SPAC Shareholders—Redemption Rights” for a detailed description of the procedures to be followed for the redemption of SPAC Class A Ordinary Shares.

Furthermore, under the Business Combination Agreement, as one of the Closing Conditions, SPAC shall have at least $5,000,001 of net tangible assets following such redemptions, unless such condition have been waived by all parties.

Under the Cayman Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger. The Cayman Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available and have been validly exercised and not effectively waived, withdrawn, forfeited or otherwise lost, dissenting shareholders are entitled to receive fair value for their shares.

Regardless of whether shareholder dissenters’ rights are or are not available, holders of SPAC Class A Ordinary Shares are still entitled to exercise the rights of redemption as set out herein.

In order for holders of SPAC Ordinary Shares to validly exercise their dissenters’ rights in connection with the Business Combination under the Cayman Companies Act, they must provide to SPAC prior to the vote on the Merger Proposal their written objection to the First Merger and a statement demanding the payment for their SPAC Ordinary Shares, and subsequently comply with all the procedures and requirements set out in Section 238 of the Cayman Companies Act for the exercise of shareholder appraisal rights.

In essence, that procedure is as follows: (i) as noted above, the shareholder must give his/her/its written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice of such approval to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of their decision to dissent in respect of all of their shares, including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days immediately following the date of the expiration of the period set out in (iii) above, or within seven days the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase their shares at a specific price that the company determines is the fair value and if the company making the offer and the dissenting shareholder agree the price within the 30 days immediately following the date on which the offer was made, the company must pay the dissenting shareholder such amount; and (v) if the company and the dissenting shareholder fail to agree on the price to be paid for the relevant shares within such 30 day period, within 20 days immediately following the date on which such 30 day period expires, the company must (and any dissenting shareholder may) file a petition with the Grand Court of the Cayman Islands to determine the fair value of the shares of all dissenting shareholders, and such petition must be accompanied by a verified list of the names and addresses of all the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. See “Extraordinary General Meeting of SPAC Shareholders—Appraisal Rights under the Cayman Companies Act.”

SPAC is soliciting proxies on behalf of SPAC Board. This solicitation is being made by mail but also may be made by telephone, virtually or by electronic means or in person. SPAC will bear the cost of the solicitation.

SPAC has hired Sodali to assist in the proxy solicitation process and will pay to Sodali a fee of $15,000, plus disbursements. SPAC will also reimburse Sodali for reasonable out-of-pocket expenses and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions and will reimburse them for their reasonable expenses.

In addition to these mailed proxy materials, SPAC’s directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies.

The SPAC Board has determined that each of the SPAC Shareholder Proposals is advisable and in the best interest of SPAC and its shareholders and recommended that SPAC Shareholders vote “FOR” each of the Business Combination Proposal and the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

The SPAC Board, in evaluating the transaction with the Company, consulted with its legal counsel and financial and other advisors. In reaching its decision (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of, SPAC and its shareholders, and (ii) to recommend that the shareholders approve the transactions contemplated by the Business Combination Agreement, including the Business Combination, the SPAC Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. The independent directors of SPAC Board did not retain an unaffiliated representative to act solely on behalf of the unaffiliated SPAC Public Shareholders to negotiate the terms of the Business Combination and/or prepare a report concerning the approval of the Business Combination.

Before reaching its decision, the SPAC Board reviewed the results of management’s due diligence, which included:

In light of the wide variety of factors considered in connection with its evaluation of the Business Combination Agreement and the transactions contemplated thereby, the SPAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that the SPAC Board considered in reaching its determination and supporting its decision. The SPAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by the SPAC Board. In addition, individual directors may have given different weight to different factors. The SPAC Board was conscious of the fact that there could be no assurance about future results, including results considered or expected as discussed in further detail below. This explanation of the SPAC Board’s reasons for the Business Combination and all other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

SPAC considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby. The SPAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination.

The SPAC Board concluded that the potential benefits that it expected SPAC and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business

Combination. Accordingly, the SPAC Board determined that the Business Combination Agreement and the Business Combination contemplated therein were advisable and in the best interests of SPAC and its shareholders. See the section entitled “Proposal No. 1—The Business Combination Proposal—SPAC Board’s Reasons for the Approval of the Business Combination and Recommendations.”

In considering the recommendation of SPAC Board to vote in favor of the Business Combination, shareholders should be aware that, the Sponsor and SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally, which could cause them to benefit from and incentivize them to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate, subject always to their fiduciary duties under Cayman Islands law. SPAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and did not believe that such interests would preclude them from approving the Business Combination or from recommending the Business Combination to shareholders, considering that these interests would be disclosed in this proxy statement/prospectus. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

If the Business Combination is successfully completed, SPAC Shareholders will become Company Shareholders and their rights as shareholders will be governed by the Company’s constitutional documents. Please see the section entitled “Comparison of Rights of Company Shareholders and SPAC Shareholders” for more information.

Upon consummation of the Business Combination, it is expected that each Class I director will have a term that expires at the annual general meeting of shareholders in 2027, each Class II director will have a term that expires at the annual general meeting of shareholders in 2028 and each Class III director will have a term that expires at the annual general meeting of shareholders in 2029, or, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

We are proposing Andrea Ruben Osvaldo Levi, Raffaele Petrone and Anne-François de Bourdoncle de Saint Salvy to serve as Class I directors, Manfredi Lefebvre d’Ovidio de Clunières di Balsorano, Elisabeth Rizzotti and Suzy Taherian to serve as Class II directors and Stefano Buono, Jeffrey J. Lyash and Heinz Maeusli to serve as Class III directors.

Please see the section entitled “Management After the Business Combination” for additional information.

For a description of certain material U.S. federal income tax considerations of the Business Combination, the exercise of redemption rights in respect of SPAC Class A Ordinary Shares, and the ownership and disposition of Company Ordinary Shares and Company Warrants, please see the information set forth in “Material U.S. Federal Income Tax Considerations.”

The Business Combination is expected to be accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, SPAC will be treated as the “acquired” company for financial reporting purposes, and the Company will be the accounting “acquirer.” This determination is primarily based on the assumption that:

Another determining factor is that the SPAC does not meet the definition of a “business” pursuant to IFRS 3, and accordingly, for accounting purposes, the Business Combination will be accounted for as a capital reorganization within the scope of IFRS 2. The net assets of the SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. In accordance with IFRS 2, any excess of the fair value of the Company Ordinary Shares issued to the SPAC’s shareholders over the fair value of the identifiable net assets of the SPAC acquired represents compensation for the service of a stock exchange listing and is expensed as incurred.

In evaluating the proposals to be presented at the Extraordinary General Meeting, you should carefully read this proxy statement/prospectus/consent solicitation statement and especially consider the factors discussed in the section entitled “Risk Factors.” These risks include, but are not limited to the following:

Dilution per share to the original investors in SPAC is determined by its net tangible book value per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on SPAC’s net tangible book value per share, from the initial public offering price per share paid by original investors in SPAC as set forth as follows under the five redemption scenarios:

The following tables summarize the sources and uses of funds in connection with the Business Combination under the No Redemption Scenario, the Intermediate (50%) Redemption Scenario, and the Maximum Redemption Scenario, respectively. For an illustration of the number of shares and percentage interests outstanding under each scenario see the section entitled “Unaudited Pro Forma Combined Financial Information.”

The historical financial statements of SPAC as of and for the three months ended March 31, 2026 were prepared in U.S. dollars, SPACs presentation currency, and in accordance with U.S. generally accepted accounting principles as issued by the Financial Accounting Standards Board. For purposes of preparing the following tables, all amounts in SPAC’s historical balance sheet as of March 31, 2026, as well as the proceeds of the PIPE Financing, were converted to euro using an exchange rate of €0.8682 per U.S. dollar as of that date.