# newcleo Ltd. (NWCL) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_848e2b3b756bb06444e4 · retrieved 2026-08-14T01:27:10.536Z

## Overview
newcleo Ltd. is a pioneer in advanced modular reactor (AMR) technology and nuclear fuel manufacturing, developing lead-cooled fast reactors utilizing mixed-oxide fuel made from reprocessed nuclear waste to create safe, clean and competitive nuclear energy.

NewHold Investment Corp. III and newcleo Ltd. announced that the SEC declared effective their Form F-4 registration statement on August 7, 2026, in connection with their proposed business combination. The companies entered into a business combination agreement on May 27, 2026, and the combined entity will operate as newcleo plc, expected to trade on Nasdaq under ticker "NWCL". The transaction is expected to provide up to $429 million in gross proceeds to newcleo, comprising $220 million in PIPE proceeds and up to $209 million from NewHold's trust account (before redemptions and transaction expenses). An Extraordinary General Meeting of NewHold shareholders is scheduled for September 17, 2026, to approve the business combination, with the transaction expected to close in the second half of 2026.

## Terms
- Counterparty: NewHold Investment Corp. III · Deal value: $429.0M · Consideration: mixed

## Key dates
- Announced 2026-08-11 · Record 2026-08-07 · Vote 2026-09-17

## Timeline
- 2026-08-11 · 425 (0000950103-26-012138): 425 - newcleo Ltd. — *newcleo Ltd. is a pioneer in advanced modular reactor (AMR) technology and nuclear fuel manufacturing, developing lead-cooled fast reactors utilizing mixed-oxide fuel made from reprocessed nuclear waste to create safe, clean and competitive nuclear energy.* NewHold Investment Corp. III and newcleo Ltd. announced that the SEC declared effective their Form F-4 registration statement on August 7, 2026, in connection with their proposed business combination. The companies entered into a business combination agreement on May 27, 2026, and the combined entity will operate as newcleo plc, expected to trade on Nasdaq under ticker "NWCL". The transaction is expected to provide up to $429 million in gross proceeds to newcleo, comprising $220 million in PIPE proceeds and up to $209 million from NewHold's trust account (before redemptions and transaction expenses). An Extraordinary General Meeting of NewHold shareholders is scheduled for September 17, 2026, to approve the business combination, with the transaction expected to close in the second half of 2026.
  https://www.sec.gov/Archives/edgar/data/2131813/0000950103-26-012138.txt

## Citations
- 0000950103-26-012138 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326012138