NewHold Investment Corp. III has entered into a prepaid share forward agreement with an unaffiliated stockholder, identified as the Seller, in connection with its proposed business combination with NewCleo Ltd. The agreement, dated September 11, 2026, outlines a transaction where the Seller intends to purchase up to 7,000,000 Class A ordinary shares of NewHold prior to the merger.
Under the terms of the Forward Purchase Agreement, the Seller will acquire these shares from third parties in the open market or from its own holdings. In exchange, NewHold will pay the Seller a prepayment amount from its trust account. This amount is calculated as the product of the number of shares and the per-share redemption price, which the company estimates to be approximately $10.65 as of September 9, 2026.
The transaction is structured to potentially increase the cash available to the combined company following the business combination. The maturity date of the agreement is the earliest of 24 months after the closing of the merger, a date selected by NewHold after a registration statement becomes effective, or a date specified by the Seller. The agreement includes provisions for physical settlement of shares or cash settlement, contingent upon shareholder approval required under UK law.
Goldman Sachs & Co. LLC and Guggenheim Securities, LLC acted as financial advisors to NewHold in connection with this agreement. The company stated that the transaction will not impact the likelihood of shareholder approval for the business combination and that no redemption requests have been received to date.
