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NewsRegulatory · NHIC

NewHold-Newcleo prepaid share forward covers 7 million shares ahead of combination vote

A prepaid share forward transaction covering up to 7,000,000 shares is in focus for $NHIC as NewHold Investment Corp III and Newcleo Ltd. add settlement mechanics to their pending business combination. Filed September 11, 2026, the agreement ties an unaffiliated seller's position directly to the Trust Account at the close of the deal. The proxy supplement appends to the joint definitive proxy statement NewHold filed August 10, 2026, itself built on the Business Combination Agreement from May 26, 2026.

By Desmond ChoiNewsroomSeptember 11, 20262 min readNHIC
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Key takeaways

  • NewHold Investment Corp III and Newcleo Ltd. filed a Forward Purchase Agreement on September 11, 2026, covering up to 7,000,000 shares tied to the Trust Account at the close of their pending business combination.
  • An unaffiliated seller will purchase up to 7,000,000 shares and irrevocably waive redemption rights on all of them at closing, removing that volume from potential Trust Account redemptions.
  • NewHold will pay a prepayment amount from the Trust Account equal to the number of shares times the per-share redemption price (the Initial Price), clearing no later than one local business day after closing or when Trust assets are disbursed, whichever is first.
  • The transaction matures at the earliest of 24 months after closing, a date set after a resale registration statement is declared effective, or a date the seller specifies at its sole discretion.
  • The business combination proceeds through two mergers that leave NewHold as a subsidiary of Newcleo, which is incorporated in England and Wales and re-registering as a public limited company.

A prepaid share forward transaction covering up to 7,000,000 shares is in focus for $NHIC as NewHold Investment Corp III and Newcleo Ltd. add settlement mechanics to their pending business combination. Filed September 11, 2026, the agreement ties an unaffiliated seller's position directly to the Trust Account at the close of the deal. The proxy supplement appends to the joint definitive proxy statement NewHold filed August 10, 2026, itself built on the Business Combination Agreement from May 26, 2026.

Transaction mechanics

Under the Forward Purchase Agreement, the seller intends to purchase up to 7,000,000 shares (Recycled Shares in the filing) through open-market purchases plus any shares already held at the effective time. The seller will irrevocably waive redemption rights on all of those shares at closing, removing that volume from the pool of potential Trust Account redemptions. NewHold will pay a prepayment amount drawn directly from the Trust Account, equal to the number of shares multiplied by the per-share redemption price (the Initial Price in the agreement). Payment must clear no later than one local business day after closing, or by the date Trust Account assets are disbursed in connection with the deal, whichever comes first.

The maturity date falls at the earliest of three points: 24 months after the business combination closes; a date the counterparty selects after a resale registration statement is declared effective; or a date the seller specifies in written notice at the seller's sole discretion. Early termination is available to the seller on a partial or full basis. If exercised, the counterparty receives the number of terminated shares multiplied by the then-current Reset Price. That Reset Price begins at the Initial Price and can only move lower by mutual written agreement. Physical settlement at maturity is contingent on Newcleo obtaining shareholder approval under the UK Companies Act 2006 to purchase or redeem shares under the transaction.

Combination structure

The business combination runs through two mergers. Merger Sub 1 merges into NewHold first, leaving NewHold as a wholly owned subsidiary of Newcleo. That surviving entity then folds into Merger Sub 2, another Newcleo subsidiary. Newcleo is incorporated in England and Wales and is in the process of re-registering as a public limited company. Post-combination ordinary shares carry a par value of $0.02288; NewHold's Class A ordinary shares carry $0.0001 par.

What to watch is the shareholder vote on the business combination. The September 11, 2026, proxy supplement is the operative filing heading into that window.

Related reading

About this story

Filed by the newsroom of MarketPR on September 11, 2026. Source: sec.gov. Indicative figures are not investment advice.

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Frequently asked

How many shares does the prepaid share forward cover?

The Forward Purchase Agreement covers up to 7,000,000 shares, referred to as Recycled Shares, acquired through open-market purchases plus any shares the seller already holds at the effective time.

What is the Reset Price and how can it change?

The Reset Price begins at the Initial Price and can only move lower by mutual written agreement; if the seller terminates early, the counterparty receives the terminated shares multiplied by the then-current Reset Price.

What condition must be met for physical settlement at maturity?

Physical settlement at maturity is contingent on Newcleo obtaining shareholder approval under the UK Companies Act 2006 to purchase or redeem shares under the transaction.

What are the par values of the shares involved?

Post-combination ordinary shares carry a par value of $0.02288, while NewHold's Class A ordinary shares carry a par value of $0.0001.

What is the key event to watch next?

The shareholder vote on the business combination is the event to watch, with the September 11, 2026, proxy supplement serving as the operative filing heading into that window.