{"filing":{"accession_number":"0001140361-26-036270","cik":"0002043699","ticker":"NHICW","company_name":"NewHold Investment Corp. III","form":"8-K","filing_date":"2026-09-11","report_date":"2026-09-11","primary_document":"ef20081851_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2043699/000114036126036270/ef20081851_8k.htm"},"events":[{"id":32794,"run_id":30149,"accession_number":"0001140361-26-036270","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"NewHold Investment Corp. III entered into a Forward Share Purchase Agreement dated September 11, 2026, with NewCleo and an unaffiliated stockholder, providing for a prepaid share forward transaction of up to 7,000,000 shares (approximately $74.55 million) to increase cash available to the combined company following the proposed business combination. This financing arrangement is integral to the previously disclosed Business Combination Agreement and is designed to support the transaction's completion and the combined entity's post-closing capitalization.","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36056,"accession_number":"0001140361-26-036270","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses entry into a material definitive agreement—specifically, a Forward Share Purchase Agreement dated September 11, 2026, between NewHold, NewCleo, and an unaffiliated stockholder. The agreement is ancillary to the previously disclosed Business Combination Agreement (May 26, 2026) between NewHold and NewCleo. The Forward Purchase Agreement involves a prepaid share forward transaction for up to 7,000,000 shares, with a prepayment amount drawn from NewHold's trust account (estimated ~$74.55 million based on ~7M shares × $10.65 per-share redemption price). This is a material financing/capital structure arrangement directly supporting the business combination transaction, designed to increase cash available to the combined company post-closing. The agreement is clearly material to investors evaluating the business combination and the combined entity's capitalization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T10:45:52.297077+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36057,"accession_number":"0001140361-26-036270","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure describes a Forward Purchase Agreement entered into on September 11, 2026, in connection with NewHold's proposed business combination with NewCleo. The agreement involves a prepaid share forward transaction whereby an unaffiliated stockholder will purchase up to 7,000,000 shares, with the transaction structured to increase cash available to the combined company post-closing. While Item 7.01 is technically \"Other Events,\" the substance of this disclosure is material M\u0026A activity—specifically, a financing arrangement integral to the business combination transaction. The disclosure explicitly states the transaction's purpose is \"to increase the amount of cash available to the combined company following the Business Combination\" and notes that such purchases \"may result in the completion of the Business Combination which may not otherwise have been possible.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T10:45:52.297077+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36058,"accession_number":"0001140361-26-036270","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 8.01 disclosure is a proxy supplement providing updated information about a Forward Purchase Agreement in connection with NewHold's proposed business combination with NewCleo Ltd. The core event is the entry into a prepaid share forward transaction designed to increase cash available to the combined company post-closing. While technically a financing arrangement, it is integral to the material acquisition transaction (the Business Combination) and disclosed as supplemental proxy materials to shareholders voting on the merger. The Forward Purchase Agreement itself—allowing an unaffiliated stockholder to purchase up to 7 million shares with specific settlement terms—is a material transaction component that would affect investor assessment of the deal structure and post-closing capitalization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T10:45:52.297077+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36056,"accession_number":"0001140361-26-036270","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses entry into a material definitive agreement—specifically, a Forward Share Purchase Agreement dated September 11, 2026, between NewHold, NewCleo, and an unaffiliated stockholder. The agreement is ancillary to the previously disclosed Business Combination Agreement (May 26, 2026) between NewHold and NewCleo. The Forward Purchase Agreement involves a prepaid share forward transaction for up to 7,000,000 shares, with a prepayment amount drawn from NewHold's trust account (estimated ~$74.55 million based on ~7M shares × $10.65 per-share redemption price). This is a material financing/capital structure arrangement directly supporting the business combination transaction, designed to increase cash available to the combined company post-closing. The agreement is clearly material to investors evaluating the business combination and the combined entity's capitalization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T10:45:52.297077+00:00","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-09-11"},{"id":36057,"accession_number":"0001140361-26-036270","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure describes a Forward Purchase Agreement entered into on September 11, 2026, in connection with NewHold's proposed business combination with NewCleo. The agreement involves a prepaid share forward transaction whereby an unaffiliated stockholder will purchase up to 7,000,000 shares, with the transaction structured to increase cash available to the combined company post-closing. While Item 7.01 is technically \"Other Events,\" the substance of this disclosure is material M\u0026A activity—specifically, a financing arrangement integral to the business combination transaction. The disclosure explicitly states the transaction's purpose is \"to increase the amount of cash available to the combined company following the Business Combination\" and notes that such purchases \"may result in the completion of the Business Combination which may not otherwise have been possible.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T10:45:52.297077+00:00","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-09-11"},{"id":36058,"accession_number":"0001140361-26-036270","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 8.01 disclosure is a proxy supplement providing updated information about a Forward Purchase Agreement in connection with NewHold's proposed business combination with NewCleo Ltd. The core event is the entry into a prepaid share forward transaction designed to increase cash available to the combined company post-closing. While technically a financing arrangement, it is integral to the material acquisition transaction (the Business Combination) and disclosed as supplemental proxy materials to shareholders voting on the merger. The Forward Purchase Agreement itself—allowing an unaffiliated stockholder to purchase up to 7 million shares with specific settlement terms—is a material transaction component that would affect investor assessment of the deal structure and post-closing capitalization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T10:45:52.297077+00:00","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-09-11"}]}