NewHold Investment Corp. III 8-K filed 2026-09-11

NewHold Investment Corp. III, a Nasdaq-listed blank check company (tickers NHIC, NHICU and NHICW), filed this 8-K on 2026-09-11 under Item 1.01, Entry into a Material Definitive Agreement. The filing recalls that on May 26, 2026 the SPAC signed a Business Combination Agreement with NewCleo Ltd., a private limited company incorporated in England and Wales. Under that agreement, two Cayman Islands subsidiaries of newcleo will merge with the SPAC in sequence, leaving the surviving entity as a wholly owned subsidiary of newcleo. The new disclosure is a Forward Purchase Agreement dated September 11, 2026 between NewHold, newcleo and an unaffiliated stockholder called the Seller. The Seller intends to buy up to 7,000,000 Shares, either in the open market or from its existing holdings, and will irrevocably waive redemption rights on them. At closing of the Business Combination, NewHold will pay the Seller a Prepayment Amount from its Trust Account, equal to the number of Shares multiplied by the per-share redemption price paid to redeeming holders. The Seller's name, the per-share redemption price, the dollar size of the Prepayment Amount and the Trust Account balance are not in the filing excerpt. The Maturity Date is the earliest of 24 months after closing, a date the Counterparty chooses once a resale registration statement for the private placement shares is declared effective, or a date the Seller picks by written notice. After closing, the Seller may terminate all or part of the Transaction early, and the Counterparty then receives the number of Terminated Shares multiplied by the Reset Price. The Reset Price starts at the Initial Price and can only move downward by mutual written agreement. At maturity, if newcleo shareholders approve under the UK Companies Act 2006 and distributable reserves are sufficient, the Transaction settles physically, with the Seller delivering the Shares and keeping the matching portion of the Prepayment Amount. The excerpt ends before describing settlement without that approval. For an analyst or journalist, the arrangement matters because 7,000,000 Shares that would otherwise be redeemable are committed to stay outstanding through closing, while Trust Account cash is prepaid to the Seller. Any fees, the expected closing date and redemption levels are not in the filing.