Form 8-K

8-K — NewHold Investment Corp. III

Accession: 0001213900-26-061667

Filed: 2026-05-28

Period: 2026-05-27

CIK: 0002043699

SIC: 6770 (BLANK CHECKS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0292410-8k425_newhold3.htm (Primary)

EX-99.1 — EMAIL FROM THE SPAC'S CEO, DATED MAY 27, 2026 (ea029241001ex99-1.htm)

EX-99.2 — WALL STREET JOURNAL ARTICLE, DATED MAY 27, 2026 (ea029241001ex99-2.htm)

EX-99.3 — LINKEDIN POST THE BY SPAC, DATED MAY 27, 2026 (ea029241001ex99-3.htm)

EX-99.4 — LINKEDIN POST BY THE COMPANY, DATED MAY 27, 2026 (ea029241001ex99-4.htm)

EX-99.5 — LINKEDIN POST BY THE COMPANY'S FOUNDER AND CEO, DATED MAY 27, 2026 (ea029241001ex99-5.htm)

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8-K — CURRENT REPORT

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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):

May 27, 2026

NewHold Investment Corp III

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-42541

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

52 Vanderbilt Avenue

Suite 2005

New York, NY

10017

(Address of Principal Executive Offices)

(Zip Code)

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:

☒ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

NHICU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

NHIC

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

NHICW

The Nasdaq Stock Market LLC

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. ☐

Item 7.01 Regulation FD Disclosure

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.

Furnished as Exhibit 99.1

and incorporated into this Item 7.01 by reference is an email from the SPAC’s CEO to investors regarding the Business Combination,

dated May 27, 2026.

Furnished as Exhibit 99.2

and incorporated into this Item 7.01 is a Wall Street Journal article, dated May 27, 2026, regarding the Business Combination.

Furnished as Exhibit 99.3

and incorporated into this Item 7.01 is a LinkedIn post the by SPAC, dated May 27, 2026, regarding the Business Combination.

Furnished as Exhibit 99.4

and incorporated into this Item 7.01 is a LinkedIn post by the Company, dated May 27, 2026, regarding the Business Combination.

Furnished as Exhibit 99.5

and incorporated into this Item 7.01 is the LinkedIn post by the Company’s Founder and CEO, dated May 27, 2026, regarding the Business

Combination.

The information in this Item

7.01 and Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, and Exhibit 99.5 attached hereto will not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.

Important Information for Investors and Shareholders

NewHold and NewCleo intend

to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended,

the “Registration Statement”), which will include a preliminary 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

will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters

as described in the Proxy Statement/Prospectus. NewHold and/or NewCleo will also file other documents regarding the Proposed Transactions

with the SEC. 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, WHEN AVAILABLE, THE PRELIMINARY

PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND 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

will also be 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, once available, on the SEC’s website at www.sec.gov, or by directing

a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, 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.

The securities to be issued

by NewCleo in connection with the Proposed Transactions have not been registered under the Securities Act, except pursuant to the Registration

Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration or an applicable

exemption from the registration requirements of the Securities Act.

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, will be set forth in the Proxy Statement/Prospectus, which is expected

to be filed by NewHold and NewCleo with the SEC. 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

This Form 8-K contains certain

forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties

thereto. All statements contained in this Form 8-K other than statements of historical fact, including, without limitation, statements

regarding the Business Combination between NewHold and NewCleo; the anticipated benefits and timing of the transaction; expected trading

of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected

amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments or

financing arrangements; NewCleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel

capabilities and related products and services; the expected timing, cost, performance and benefits of NewCleo’s demonstration projects,

fuel facilities, reactor deployments and licensing activities; NewCleo’s ability to execute its business strategy, develop its technology,

obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning

and support the growth of advanced nuclear energy; NewCleo’s expectations regarding strategic partnerships, customer demand, project

pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs,

or expectations with respect to the combined company’s future performance, are 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.

These forward-looking statements

are based on the current expectations and assumptions of NewHold and NewCleo and are subject to risks and uncertainties that could cause

actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include,

but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of

the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, NewCleo, the combined

company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due

to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement

Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed

Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities

following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current

plans, operations, relationships with customers, suppliers, regulators, partners and employees, or NewCleo’s ability to retain key

personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute

NewCleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to NewCleo’s

early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct

and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced

nuclear technologies, including NewCleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related

to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost

overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to

obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals

in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which NewCleo may operate; (13)

changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development,

energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as

a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount

of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain

the quotation, listing or trading of securities of NewHold or NewCleo; (16) risks related to increased competition in the industries in

which NewCleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export

controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company

reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation,

cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell

company” by any stock exchange on which NewCleo securities will be listed or by the SEC, which may impact the ability to list NewCleo’s

securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other

risks detailed from time to time in NewHold’s filings with the SEC, including the Registration Statement and related documents filed

or to be filed in connection with the Business Combination.

The foregoing list of risk

factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the

“Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February

28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration

Statement and Proxy Statement/Prospectus that will be filed by NewCleo and NewHold, and other documents filed by NewHold and NewCleo from

time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important

risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional

risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially

from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking

statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking

statements, each of which is made only as of the date of this Form 8-K.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Email from the SPAC’s CEO, dated May 27, 2026

99.2

Wall Street Journal article, dated May 27, 2026

99.3

LinkedIn post the by SPAC, dated May 27, 2026

99.4

LinkedIn post by the Company, dated May 27, 2026

99.5

LinkedIn post by the Company’s Founder and CEO, dated May 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

NewHold Investment Corp III

By:

/s/ Polly Schneck

Name:

Polly Schneck

Title:

Chief Financial Officer

Dated: May 27, 2026

EX-99.1 — EMAIL FROM THE SPAC'S CEO, DATED MAY 27, 2026

EX-99.1

Filename: ea029241001ex99-1.htm · Sequence: 2

Exhibit 99.1

Dear NewHold Industrial Technology III LLC Investors,

We are pleased to share exciting news: NHIC has announced

a business combination with Newcleo, Ltd, an established nuclear energy company developing advanced modular, lead-cooled fast reactors

(LFRs) and mixed oxide (MOX) nuclear fuel from reprocessed nuclear materials.

Before signing the Letter of Intent with newcleo

in December, we conducted a nine-month sourcing process, during which we looked at over 250 companies and signed 25 NDAs.

Attached you will find a copy of the press release

detailing the transaction. Key highlights include:

● The transaction values newcleo at a pre-money equity value of approximately $2.4 billion and

is expected to provide up to $429 million in gross proceeds, from a combination of PIPE

proceeds of $220 million and up to $209 million of cash held in the NewHold Investment Corp III (Nasdaq: NHIC) (“NewHold”)

trust account, before accounting for redemptions and transaction expenses.

● The oversubscribed PIPE is committed at $10.00 per share, with 22 million ordinary shares to be issued for a total of $220 million,

and is anchored by a group of new strategic and institutional investors, with additional participation from several existing shareholders.

● The combined company is expected to be listed on the Nasdaq under the ticker symbol “NWCL” following an anticipated transaction

close in the second half of 2026.

On May 27, 2026, NHIC filed with the Securities and Exchange

Commission a Current Report on Form 8-K (the “Form 8-K”), which includes the following documents as exhibits:

● The Business Combination Agreement entered into by NHIC and newcleo in connection with the proposed transaction;

● The Sponsor Support Agreement, which contains details about the treatment of the sponsor promote shares (i.e., your equity);

● The investor presentation that was used to raise the acquisition financing for the proposed transaction, which, among other things,

describes newcleo’s operations in detail; and

● The press release linked above and dated May 27, 2026, relating to the foregoing.

You are encouraged to read

the Form 8-K. In its entirety, including the documents attached as exhibits thereto. You can find additional information regarding

newcleo and the proposed transaction on newcleo’s website, www.newcleo.com.

We understand that you will have questions regarding the

structure of the transaction and the treatment of sponsor equity, particularly as it relates to the vesting and forfeiture of your equity

in connection with the proposed transaction. Please reference the Sponsor Support Agreement to gain more insight into these topics.

We will continue to keep you informed of material developments

as we work toward completing this transaction. Your continued support has been instrumental in reaching this milestone and we look forward

to navigating the next phase together.

Please feel free to reach out with any questions.

Sincerely,

The NHIC Team

Important Information for Investors and Shareholders

NHIC and NewCleo Ltd. (“newcleo”)

intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended,

the “Registration Statement”), which will include a preliminary proxy statement of NHIC and a prospectus of newcleo

(the “Proxy Statement/Prospectus”) in connection with the proposed business combination between NHIC and newcleo (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 communication (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”).

The definitive proxy statement and other relevant documents will be mailed to shareholders of NHIC as of the record date to be established

for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. NHIC and/or newcleo will

also file other documents regarding the Proposed Transactions with the SEC. This communication 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 NHIC AND OTHER

INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE

PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NHIC’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 NHIC, NEWCLEO

AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be 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 NHIC and newcleo, without charge, once

available, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue,

Suite 2005, New York, New York 10017, 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 COMMUNICATION. ANY REPRESENTATION TO THE

CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The securities

to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of 1933,

as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC, and may

not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities

Act.

Participants in the Solicitation

NHIC, newcleo and their respective directors and

executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NHIC shareholders in connection

with the Business Combination. A list of the names of NHIC’s directors and executive officers and information regarding their interests

in the Business Combination and their ownership of NHIC’s securities is, or will be, contained in NHIC’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 NHIC shareholders in connection with the Business Combination, including the names and interests of newcleo’s

directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NHIC and newcleo

with the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This communication 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

NHIC 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

This communication contains certain forward-looking statements

within the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained

in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination

between NHIC and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s

securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any

investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s

development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services;

the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments

and licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory

approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth

of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue

streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations

with respect to the combined company’s future performance, are 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.

These forward-looking statements are based on the current

expectations and assumptions of NHIC and newcleo and are subject to risks and uncertainties that could cause actual results to

differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not

limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed

Business Combination; (2) the outcome of any legal proceedings that may be instituted against NHIC, newcleo, the combined company,

or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure

to obtain NHIC shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions

or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions;

(6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the

closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans, operations,

relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel;

(8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute newcleo’s

technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s

early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct

and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced

nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related

to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost

overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to

obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals

in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate;

(13) changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development,

energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as

a result of becoming a public company; (15) the level of redemptions of NHIC’s public shareholders, which may reduce the amount

of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain

the quotation, listing or trading of securities of NHIC or newcleo; (16) risks related to increased competition in the industries

in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy,

export controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public

company reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment,

litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to

be a “shell company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact

the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection with the offering,

sale or resale of securities; and (20) other risks detailed from time to time in NHIC’s filings with the SEC, including the Registration

Statement and related documents filed or to be filed in connection with the Business Combination.

The foregoing list of risk factors is not exhaustive. You

should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section

of the final prospectus of NHIC dated February 27, 2025 and filed by NHIC with the SEC on February 28, 2025, NHIC’s Annual Report

on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus

that will be filed by newcleo and NHIC, and other documents filed by NHIC and newcleo from time to time with the SEC, as well as the list

of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause

actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently

known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such

forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or

any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each of which is

made only as of the date of this communication.

EX-99.2 — WALL STREET JOURNAL ARTICLE, DATED MAY 27, 2026

EX-99.2

Filename: ea029241001ex99-2.htm · Sequence: 3

Exhibit 99.2

Important Information for Investors and Shareholders

NewHold and NewCleo Ltd. (“newcleo”) intend to file

with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration

Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”)

in connection with the proposed business combination between NewHold and newcleo (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 communication (together with the Business

Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other

relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination

and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the

Proposed Transactions with the SEC. This communication 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,

WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND 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 will also be 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, once available, on the SEC’s website

at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017,

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 COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES

A CRIMINAL OFFENSE.

The securities to be issued by newcleo in connection with the Proposed

Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant

to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration

or an applicable exemption from the registration requirements of the Securities Act.

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, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NewHold and newcleo with

the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This communication 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

This communication contains certain forward-looking statements within

the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained

in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination

between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s

securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any

investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s

development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services;

the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and

licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory approvals,

permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth of advanced

nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital

expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations with respect

to the combined company’s future performance, are 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.

These forward-looking statements are based on the current expectations

and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially

from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1)

the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination;

(2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the

announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain NewHold shareholder

approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions or other financing arrangements

on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined

company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination;

(7) the risk that the announcement and consummation of the transaction disrupts current plans, operations, relationships with customers,

suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated

benefits of the Business Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing,

fuel supply and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and

expected need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10)

risks related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s

lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing,

construction, supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety,

reliability and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory

approvals, permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the

European Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions

affecting the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14)

the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions

of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public

float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or

newcleo; (16) risks related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in

U.S. or foreign laws and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment,

environmental protection, health and safety, securities and public company reporting; (18) the possibility that the combined company may

be adversely affected by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other

macroeconomic conditions; (19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo

securities will be listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain

rules or forms in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s

filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business

Combination.

The foregoing list of risk factors is not exhaustive. You should carefully

consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final

prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025, NewHold’s Annual Report on

Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus

that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo from time to time with the SEC, as well as

the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could

cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not

currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied

by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties

or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each of which

is made only as of the date of this communication.

EX-99.3 — LINKEDIN POST THE BY SPAC, DATED MAY 27, 2026

EX-99.3

Filename: ea029241001ex99-3.htm · Sequence: 4

Exhibit 99.3