We are advising newcleo on the transaction with the SPAC

Davis Polk is advising NewCleo Ltd. (newcleo) on its definitive business combination with NewHold Investment Corp III, a special purpose acquisition company (SPAC) sponsored by NewHold Industrial Technology III, LLC. The business combination values newcleo at an enterprise 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 SPAC’s trust account, before accounting for redemptions and transaction expenses. The transaction is expected to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions. Upon closing and following its registration as a public limited company, newcleo is expected to be listed on the Nasdaq under the ticker symbol “NWCL.”

Founded in 2021, newcleo is pioneering the next generation of nuclear technologies through its advanced modular lead-cooled fast reactors utilizing mixed-oxide fuel, a proven nuclear fuel made from reprocessed nuclear waste and nuclear materials, to create safe, clean and competitive nuclear energy. newcleo’s technology platform builds on established nuclear technology principles with proprietary and modernized reactor and fuel manufacturing approaches, alongside an innovative and vertically integrated business model, enabling the closure of the nuclear fuel cycle and addressing critical challenges of the nuclear industry.

NewHold Investment Corp III is a blank check company, also commonly referred to as a SPAC formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Its shares are currently trading on the Nasdaq under the ticker symbol “NHIC.”

The Davis Polk corporate team includes partners Yasin Keshvargar, Michael Senders and Derek Dostal, counsel Claudia Carvajal Lopez and associates Alexandre Diniz, Andrew R. Board and David A. Friedman. The UK team included Will Pearce and Dominic Foulkes. The tax team includes partner Kara L. Mungovan. The executive compensation team includes partner Travis Triano. Members of the Davis Polk team are based in the London, New York, São Paulo and Washington DC offices.

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