{"filing":{"accession_number":"0001213900-26-061270","cik":"0002043699","ticker":"NHICW","company_name":"NewHold Investment Corp. III","form":"8-K","filing_date":"2026-05-27","report_date":null,"primary_document":"ea0292097-8k425_newhold3.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2043699/000121390026061270/ea0292097-8k425_newhold3.htm"},"events":[{"id":8784,"run_id":7711,"accession_number":"0001213900-26-061270","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"NewHold Investment Corp. III (SPAC) entered into a Business Combination Agreement with NewCleo Ltd. on May 26, 2026, whereby NewCleo will become the parent company through a two-step merger structure. The transaction includes significant equity restructuring, recapitalization, and PIPE investment components, representing a material change of control.","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-05-27","form":"8-K","submitted_at":null,"items":[{"id":1977,"accession_number":"0001213900-26-061270","item_number":"1.01","item_title":"Entry Into A Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NewHold Investment Corp. III (SPAC) entered into a Business Combination Agreement with NewCleo Ltd. on May 26, 2026, pursuant to which Merger Sub 1 will merge with and into the SPAC, and the resulting entity will merge with Merger Sub 2, resulting in NewCleo becoming the parent company. This is a material change of control transaction involving a SPAC merger with a private company, with significant equity restructuring, recapitalization, and PIPE investment components. The transaction is explicitly described as a \"Business Combination\" and involves the conversion of SPAC shares into Company Ordinary Shares, making it a classic M\u0026A activity requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:35:04.196021+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1978,"accession_number":"0001213900-26-061270","item_number":"3.02","item_title":"Unregistered Sales","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 explicitly discloses unregistered sales of equity securities (PIPE Shares and NRA Shares) issued in reliance on Section 4(a)(2) exemption. This is a classic dilutive issuance disclosure. The reference to Item 1.01 (which typically covers M\u0026A activity) suggests this is part of a larger transaction, but the Item 3.02 section itself focuses on the unregistered equity issuance, which is material to investors assessing dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:35:04.196021+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1979,"accession_number":"0001213900-26-061270","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses execution of a Business Combination Agreement between NewHold Investment Corp. III (a SPAC) and an unnamed Company, announced via joint press release on May 27, 2026. This constitutes entry into a material acquisition/merger transaction. The extensive disclosure of exhibits (investor presentation, conference call transcript, CEO letters to employees/investors/customers, and governmental communications) and the detailed forward-looking statements regarding the proposed business combination confirm this is a significant M\u0026A event requiring 8-K disclosure under Item 1.01 or 2.01, disclosed here under Item 7.01 (Regulation FD Disclosure).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:35:04.196021+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1977,"accession_number":"0001213900-26-061270","item_number":"1.01","item_title":"Entry Into A Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NewHold Investment Corp. III (SPAC) entered into a Business Combination Agreement with NewCleo Ltd. on May 26, 2026, pursuant to which Merger Sub 1 will merge with and into the SPAC, and the resulting entity will merge with Merger Sub 2, resulting in NewCleo becoming the parent company. This is a material change of control transaction involving a SPAC merger with a private company, with significant equity restructuring, recapitalization, and PIPE investment components. The transaction is explicitly described as a \"Business Combination\" and involves the conversion of SPAC shares into Company Ordinary Shares, making it a classic M\u0026A activity requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:35:04.196021+00:00","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-05-27"},{"id":1978,"accession_number":"0001213900-26-061270","item_number":"3.02","item_title":"Unregistered Sales","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 explicitly discloses unregistered sales of equity securities (PIPE Shares and NRA Shares) issued in reliance on Section 4(a)(2) exemption. This is a classic dilutive issuance disclosure. The reference to Item 1.01 (which typically covers M\u0026A activity) suggests this is part of a larger transaction, but the Item 3.02 section itself focuses on the unregistered equity issuance, which is material to investors assessing dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:35:04.196021+00:00","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-05-27"},{"id":1979,"accession_number":"0001213900-26-061270","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses execution of a Business Combination Agreement between NewHold Investment Corp. III (a SPAC) and an unnamed Company, announced via joint press release on May 27, 2026. This constitutes entry into a material acquisition/merger transaction. The extensive disclosure of exhibits (investor presentation, conference call transcript, CEO letters to employees/investors/customers, and governmental communications) and the detailed forward-looking statements regarding the proposed business combination confirm this is a significant M\u0026A event requiring 8-K disclosure under Item 1.01 or 2.01, disclosed here under Item 7.01 (Regulation FD Disclosure).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:35:04.196021+00:00","company_name":"NewHold Investment Corp. III","ticker":"NHICW","filing_date":"2026-05-27"}]}