# NewHold Investment Corp. III (NHICW) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_f9507e7d9eee481926e0 · retrieved 2026-08-11T16:10:43.946Z

## Overview
Newcleo Ltd. is a Franco-Italian start-up developing a lead-cooled fast-neutron small modular reactor (SMR) technology for nuclear power generation.

Newcleo Ltd., a Franco-Italian small modular reactor (SMR) start-up founded in 2021, announced on May 27, 2026, its intention to merge with NewHold Investment Corp III, a SPAC holding $209 million in cash, to list on the Nasdaq. The transaction is expected to close in the second half of 2026, subject to regulatory approval. Newcleo claims a valuation of €2.4 billion and has raised an additional $220 million from private investors, bringing total secured funding since inception to nearly €1 billion.

## Terms
- Counterparty: NewHold Investment Corp III · Consideration: stock

## Key dates
- Announced 2026-06-01 · Expected close 2026-12-31

## Timeline
- 2026-06-01 · 425 (0000950103-26-008204): 425 - NewHold Investment Corp. III — *NewCleo Ltd. is a France-based company developing nuclear technology projects, with plans to expand operations in the United States.* NewCleo Ltd., a France-based company, intends to list on the US stock exchange through a proposed business combination with NewHold Investment Corp. III (a SPAC). The listing is expected to occur in the coming months, subject to compliance with regulatory procedures and various other conditions. NewCleo's headquarters will remain in France, with complementary American projects to be developed following the transaction.
  https://www.sec.gov/Archives/edgar/data/2043699/0000950103-26-008204.txt
- 2026-06-01 · 425 (0000950103-26-008203): 425 - NewHold Investment Corp. III — *NewCleo Ltd. develops next-generation nuclear power technology, including small modular reactors, and has raised more than one billion euros from private investors.* NewCleo Ltd., a next-generation nuclear power technology company, is pursuing a proposed business combination with NewHold Investment Corp. III, a blank-check company. The transaction is intended to result in NewCleo listing on the Nasdaq. According to an interview with NewCleo's deputy CEO and COO Elisabeth Rizzotti published June 1, 2026, the company has raised more than one billion euros from private investors and selected the Nasdaq as its listing venue due to the exchange's superior capital availability for innovative technologies. A Registration Statement including a proxy statement and prospectus is expected to be filed with the SEC, with shareholder voting on the proposed business combination to follow.
  https://www.sec.gov/Archives/edgar/data/2043699/0000950103-26-008203.txt
- 2026-06-03 · 425 (0000950103-26-008380): 425 - NewHold Investment Corp. III — *Newcleo Ltd. is a Franco-Italian start-up developing a lead-cooled fast-neutron small modular reactor (SMR) technology for nuclear power generation.* Newcleo Ltd., a Franco-Italian small modular reactor (SMR) start-up founded in 2021, announced on May 27, 2026, its intention to merge with NewHold Investment Corp III, a SPAC holding $209 million in cash, to list on the Nasdaq. The transaction is expected to close in the second half of 2026, subject to regulatory approval. Newcleo claims a valuation of €2.4 billion and has raised an additional $220 million from private investors, bringing total secured funding since inception to nearly €1 billion.
  https://www.sec.gov/Archives/edgar/data/2043699/0000950103-26-008380.txt

## Citations
- 0000950103-26-008204 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326008204
- 0000950103-26-008203 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326008203
- 0000950103-26-008380 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326008380