Announcement • May 29
newcleo Ltd entered into a definitive agreement to acquire NewHold Investment Corp III (NasdaqGM:NHIC) in a reverse merger transaction for $2.4 billion. newcleo Ltd entered into a definitive agreement to acquire NewHold Investment Corp III (NasdaqGM:NHIC) in a reverse merger transaction for $2.4 billion on May 26, 2026. Each outstanding share of NewHold will be converted into one ordinary share of newcleo. The transaction implies a pre-money equity value of $2.35 billion for newcleo. Existing newcleo shareholders will roll over 100% of their equity. The transaction is expected to provide up to $429 million in gross proceeds to the combined company, funded by a $220 million Private Investment in Public Equity and up to $209 million of cash held in NewHold's trust account. Following the merger, the combined company will operate as newcleo Ltd. and is expected to be listed on Nasdaq under the new ticker symbol “NWCL”.
newcleo’s existing management team, including Chief Executive Officer Stefano Buono, Elisabeth Rizzotti, and Jon Stranske, will continue to lead the combined company, which has over 900 employees.
The transaction is subject to several pending conditions, including approval by NewHold and newcleo shareholders, final stock exchange listing approval, and meeting a minimum cash condition of $200 million in total proceeds. The boards of directors of both NewHold and newcleo have unanimously approved the business combination agreement. The transaction is expected to close in the second half of 2026. Proceeds from the transaction are expected to be used for working capital, growth, and other general corporate purposes.
Giovanni Caruso and Ronelle Porter of Loeb & Loeb LLP acted as legal advisor for NewHold Investment Corp III. Michael Senders and Yasin Keshvargar of Davis Polk & Wardwell LLP acted as legal advisor for newcleo Ltd. Guggenheim Securities, LLC acted as financial advisor for newcleo Ltd. Announcement • May 19
NewHold Investment Corp III announced delayed 10-Q filing On 05/18/2026, NewHold Investment Corp III announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 03
NewHold Investment Corp III announced delayed annual 10-K filing On 04/01/2026, NewHold Investment Corp III announced that they will be unable to file their next 10-K by the deadline required by the SEC. 
