UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  September 11, 2026

 

NewHold Investment Corp III

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Registrant’s telephone number, including area code: (646) 655-8504

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01

Entry into a Material Definitive Agreement

As previously disclosed, 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 (and, following the re-registration to a public limited company under the laws of England and Wales, the “Company” or “newcleo”), newcleo1 Ltd., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and newcleo2 Ltd., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of the Company (“Merger Sub 2”, and, together with Merger Sub 1, the “Merger Subs”, and the Merger Subs, together with the Company, the “Company Parties”), pursuant to which, among other transactions, Merger Sub 1 will merge with and into the SPAC, as a result of which the separate corporate existence of Merger Sub 1 will cease and the SPAC will continue as the surviving company in such merger and as a wholly owned subsidiary of the Company (the “First Merger” and the post-First Merger surviving company, the “First Merger Surviving Company”), and First Merger Surviving Company will merge with and into Merger Sub 2, as a result of which the separate corporate existence of First Merger Surviving Company will cease and Merger Sub 2 will continue as the surviving company in such merger and a direct, wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Mergers” or “Business Combination”).A copy of the Business Combination Agreement is filed as Exhibit 2.1 to the SPAC’s Current Report on Form 8-K filed on May 27, 2026, and is incorporated herein by reference.

Forward Share Purchase Agreement

On September 11, 2026, NewHold and newcleo entered into an agreement with an unaffiliated stockholder  (the “Seller”) in connection with a prepaid share forward transaction (the “Forward Purchase Agreement”, and such transaction, the “Transaction”). For purposes of the Forward Purchase Agreement, (i) prior to the consummation of the Business Combination, NewHold is referred to as the “Counterparty”, and newcleo is referred to as the “Counterparty” after the consummation of the Business Combination, and (ii) “Shares” means the Class A ordinary shares, par value $0.0001 per share, of NewHold prior to the consummation of the Business Combination, and the ordinary shares, par value $0.02288, of newcleo after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase Agreement, the Seller intends to purchase up to 7,000,000 Shares (the “Recycled Shares”) consisting of (i) Shares purchased from third parties in the open market, plus (ii) any Shares held by the Seller at the effective time of the Forward Purchase Agreement. The Seller will irrevocably waive any redemption rights with respect to such Recycled Shares in connection with the Business Combination.

At the closing of the Business Combination, NewHold will pay the Seller a prepayment amount (the “Prepayment Amount”) equal to the product of (a) the number of Shares and (b) the per-share redemption price paid to holders of Shares (the “Initial Price”) from the trust account of NewHold established in connection with its initial public offering (the “Trust Account”). The Prepayment Amount will be paid directly from the Trust Account no later than the earlier of (a) one Local Business Day after the closing of the Business Combination and (b) the date on which any assets from the Trust Account are disbursed in connection with the Business Combination.

The maturity date (the “Maturity Date”) of the Transaction is the earliest to occur of: (a) the date that is 24 months after the closing of the Business Combination, (b) at the option of the Counterparty, any date selected by the Counterparty after the date on which a registration statement covering the resale of Shares issued in the private placement consummated in connection with the Business Combination is declared effective, and (c) a date specified by the Seller in a written notice delivered to the Counterparty at the Seller’s sole discretion.

From time to time following the closing of the Business Combination, the Seller may terminate the Transaction in whole or in part by delivering an Optional Early Termination Notice to the Counterparty specifying the number of Shares to be terminated (the “Terminated Shares”). Upon any such Optional Early Termination, the Counterparty will be entitled to receive from the Seller an amount equal to the product of (i) the number of Terminated Shares and (ii) the then-effective Reset Price (the “Reset Price”). The Reset Price will initially be equal to the Initial Price and may only be adjusted downward by mutual written agreement of the parties.

On the Maturity Date: (i) if the approval of newcleo’s shareholders (as required under the UK Companies Act 2006) to purchase or redeem any Shares pursuant to the Transaction (“Shareholder Approval”) has been obtained on or before the Maturity Date and provided Counterparty has sufficient distributable reserves in accordance with the UK Companies Act 2006, the Transaction shall be physically settled, in which case the Seller shall deliver to the Counterparty the Shares (reduced for any Terminated Shares); the Counterparty shall have no delivery obligation to the Seller; and the Seller shall be entitled to retain a portion of the Prepayment Amount equal to (A) the number of Shares (as reduced for any Terminated Shares) multiplied by (B) the Initial Price; (ii) if Shareholder Approval has not been obtained on or before the Maturity Date and/or Counterparty does not have sufficient distributable reserve, the Transaction shall be settled in cash over a Valuation Period (as defined in the Forward Purchase Agreement) in accordance with the terms of the Forward Purchase Agreement; and (iii) if Shareholder Approval is obtained after the Valuation Period has begun but before it ends, Counterparty may, by written notice to the Seller, suspend and terminate the Valuation Period, and the Transaction shall be physically settled with respect to all Shares then remaining subject to the Transaction, with cash settlement applying only to shares already sold by the Seller.

The Forward Purchase Agreement contains customary representations, warranties and covenants of the parties, including that the Seller will not effect any Short Sales of the Shares or establish or maintain a Net Short Position with respect to the Shares, and that the Seller will waive any and all redemption rights with respect to the Shares acquired pursuant to the Forward Purchase Agreement. The Forward Purchase Agreement also includes customary indemnification provisions in favor of the Seller and its affiliates.

The Forward Purchase Agreement provides that the Transaction has been structured to comply with all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Seller has agreed to not vote any Shares it holds as of the applicable record date in connection with the Business Combination at any meeting of the Counterparty’s shareholders (or to provide a written consent for that purpose with respect to such Shares) if it would be in violation of specified interpretations of the tender offer rules by the SEC (as defined below). The Seller has also agreed not to purchase Shares at a price per share that his higher than most recently disclosed redemption price per share that would be applicable if the Trust Account was liquidated on the date specified in such disclosure. In addition, the Seller has waived all redemption rights with respect to any previously held Shares or Shares acquired pursuant to the Transaction. The Seller held less than 5% of the Shares prior to the execution of the Forward Purchase Agreement. The purpose of the Transaction is to potentially increase the amount of cash available to the combined company following the Business Combination.  NewHold does not believe that the Transaction will impact the likelihood of the Business Combination being approved by shareholders.  No redemption requests have been received to date.

In addition to the termination provisions described above, the Forward Purchase Agreement will terminate upon (1) the termination of the Business Combination Agreement prior to the closing of the Business Combination, (2) at the election of the Counterparty, the receipt of certain governmental comments or challenges to the Business Combination Agreement or the Forward Purchase Agreement prior to the closing of the Business Combination, or (3) upon the occurrence of any Material Adverse Change (as defined in the Forward Purchase Agreement) of the Counterparty prior to the closing of the Business Combination (provided that the Counterparty may not elect to terminate the Forward Purchase Agreement due to such Material Adverse Change). Upon any termination due to termination of the Business Combination Agreement or upon the occurrence of a Material Adverse Change, NewHold will be required to promptly redeem a number of Seller’s Recycled Shares equal to the lesser of (x) Seller’s Recycled Shares, (y) the Number of Shares and (z) 7,000,000 Shares, for aggregate redemption consideration equal to the Initial Price per Share multiplied by the number of such redeemed Shares, less only the Prepayment Amount actually received in respect of such redeemed Shares.

The foregoing summary of the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Prepaid Share Forward Confirmation, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Based on the amount in the Trust Account as of September 9, 2026, the Company estimates that the per share redemption price will be approximately $10.65.

At any time prior to the extraordinary general meeting relating to the Business Combination, during a period when they are not then aware of any material non-public information regarding NewHold or its securities, NewHold, newcleo and their respective directors, officers, advisors and affiliates may engage in public market or private purchases of NewHold’s securities. In addition, at any time at or prior to the extraordinary general meeting, subject to applicable securities laws (including with respect to material nonpublic information), NewHold, newcleo and their respective directors, officers, advisors and affiliates may enter into transactions with investors and others to provide them with incentives to acquire NewHold securities or not redeem their NewHold shares. None of the funds in the Trust Account will be used to purchase public shares or warrants of NewHold in such transactions.

The purpose of any such transactions, including the Transaction, could be to increase the amount of cash available to the combined company following the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination which may not otherwise have been possible. In addition, if such purchases are made, the public “float” of the combined company may be reduced and the number of beneficial holders of securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

NewHold, newcleo and their respective directors, officers, advisors and affiliates anticipate that they may identify the securityholders with whom they may pursue privately negotiated transactions by either the securityholders contacting them following the mailing of the proxy materials in connection with the Business Combination or advisors referring potential investors to NewHold or newcleo. NewHold, newcleo and their respective directors, officers, advisors and affiliates will select which securityholders to purchase securities from based on the negotiated price and number of securities and any other factors that they may deem relevant, and will be restricted from purchasing securities if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. To the extent that NewHold, newcleo and their respective directors, officers, advisors and affiliates purchase public shares of NewHold in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination and would not be excluded from the pro rata calculation of the redemption price.

Item 8.01

Other Events

Supplement to the Proxy Statement

newcleo has filed a Registration Statement (as defined below) which includes a proxy statement of NewHold (the “Proxy Statement”) and a prospectus of newcleo in connection with the Business Combination, the Private Placement Transactions (as defined below), and the other transactions contemplated by the Business Combination Agreement.

NewHold has decided to supplement the Proxy Statement (the “Proxy Supplement”) to provide updated information about the Forward Purchase Agreement. There is no change to the date, location, the record date, redemption deadline or any of the other proposals to be acted upon at the upcoming extraordinary general meeting of NewHold.

Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the August 7, 2026, record date can vote, even if they have subsequently sold their shares. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the extraordinary general meeting by requesting that the transfer agent return such shares prior to the extraordinary general meeting.

A copy of the Proxy Supplement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Important Information for Investors and Shareholders

newcleo has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which includes a proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the Business Combination, the private placements of securities in connection with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by the Business Combination Agreement and/or as described in this Form 8-K (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents were mailed to shareholders of NewHold as of the August 7, 2026 record date for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. This Form 8-K does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security holders are able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 110 West 40th Street, Suite 802, New York, NY 10018, or to: NewCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

NewHold, newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is, or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination, including the names and interests of newcleo’s directors and executive officers, are set forth in the Proxy Statement/Prospectus. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This Form 8-K is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.