Business Context and Reporting Period
NewHold Investment Corp III (NewHold) is a Cayman Islands exempted corporation and a Special Purpose Acquisition Company (SPAC) formed to effect a business combination. This Form 10-Q covers the quarterly period ended June 30, 2026. As of this date, NewHold had not commenced any operations; all activity relates to its formation, its Initial Public Offering (IPO) completed in March 2025, and the pursuit of a business combination.
On May 26, 2026, NewHold entered into a definitive Business Combination Agreement with NewCleo Ltd. (Newcleo), a private limited company incorporated in England and Wales. The transaction involves a series of mergers to list Newcleo on a U.S. exchange.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | Balance Sheet (June 30, 2026) |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Net Income (Loss) | $(3,345,000) | $(2,641,000) | N/A |
| General & Administrative Expenses | $5,216,000 | $6,367,000 | N/A |
| Other Income (Trust Interest) | $1,871,000 | $3,726,000 | N/A |
| Cash and Cash Equivalents | N/A | N/A | $364,000 |
| Investments in Trust Account | N/A | N/A | $212,934,000 |
| Total Liabilities | N/A | N/A | $13,856,000 |
| Working Capital | N/A | N/A | $(6,272,000) |
| Shares Outstanding (Class A) | N/A | N/A | 20,905,100 (Total Issued) |
Note: The company reported a net loss for the period primarily due to significant general and administrative expenses related to the business combination search, partially offset by interest income earned on the Trust Account.
Material Changes vs. Prior Period
- Expense Surge: General and administrative expenses increased dramatically from $269,000 in the three months ended June 30, 2025, to $5,216,000 in the same period in 2026. This increase is attributed to costs associated with the search for and closing of the business combination with Newcleo.
- Profitability Shift: The company swung from a net income of $1,888,000 in the three months ended June 30, 2025, to a net loss of $3,345,000 in the current period.
- Trust Account Growth: Investments held in the Trust Account increased from $209,220,000 at December 31, 2025, to $212,934,000 at June 30, 2026, driven by interest income accretion.
- Liabilities: Total current liabilities rose from $1,251,000 at December 31, 2025, to $6,812,000 at June 30, 2026, largely due to accrued liabilities and deferred compensation.
Outlook, Risks, and Management Commentary
Business Combination Status
NewHold has signed a definitive agreement to merge with Newcleo. The transaction includes a Base Equity Value of $2.35 billion. The agreement may be terminated if the closing does not occur by November 27, 2026. Non-redemption agreements have been secured with six shareholders covering 923,780 shares.
Liquidity and Going Concern
Management has concluded that there is substantial doubt about NewHold's ability to continue as a going concern for one year following the issuance of these financial statements. As of June 30, 2026, the company had only $364,000 in cash outside the Trust Account and negative working capital of approximately $6.3 million. The company must complete a business combination by March 3, 2027, or face liquidation unless an extension is approved by shareholders.
Risks and Contingencies
- Completion Risk: There is no assurance the business combination with Newcleo will close. If it fails, the company must liquidate.
- Geopolitical Risks: The filing highlights risks related to the Russia-Ukraine conflict, hostilities in Iran, and the Israel-Hamas conflict, which could disrupt capital markets and affect the target business.
- Trade Policy: Changes in international trade policies and tariffs could materially affect the target's performance or the attractiveness of the deal.
- Deferred Compensation: Approximately $723,000 in deferred compensation to officers is accrued but not payable until the closing of a business combination.
Investor Verification Checklist
- Deal Closure Probability: Verify the status of the Business Combination Agreement with Newcleo and the likelihood of closing before the November 27, 2026, termination date.
- Liquidity Runway: Confirm if the company has secured additional working capital loans from the Sponsor or external sources to cover the negative working capital position until the deal closes.
- Redemption Levels: Monitor shareholder redemption activity, as high redemptions could deplete the Trust Account and jeopardize the transaction's funding.
- Regulatory Approvals: Track the progress of required regulatory filings, including the Form F-4 registration statement and UK re-registration of Newcleo.
- Extension Vote: Assess the likelihood of shareholders approving an extension of the completion window if the deal is not finalized by March 3, 2027.