Newhold Investment Corp III

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   An ordinary-resolution proposal to approve NewHold’s entry into, execution and adoption of the Business Combination Agreement dated May 26, 2026 and to approve the transactions contemplated by that agreement (the Mergers/Business Combination).

   More detail

   This proposal asks shareholders to approve an ordinary-resolution to adopt and ratify the Business Combination Agreement dated May 26, 2026, which, if approved and consummated, effects a two-step merger structure whereby Merger Sub 1 will merge into SPAC (with SPAC as surviving company) and then the post-First Merger surviving entity will merge into Merger Sub 2 resulting in the combined company under the Company’s ownership. Management seeks shareholder approval because the Business Combination Agreement is the primary legal document that authorizes the Transactions and, under SPAC’s governing documents and Cayman Islands law, shareholder approval is required to complete the Business Combination. The proxy and annexes disclose the material terms, closing conditions (including regulatory approvals, lack of Company Material Adverse Effect, and listing approval), and the allocation of consideration, as well as redemption rights for SPAC Public Shareholders; brokers cannot vote on this non-routine matter without instructions from beneficial owners. The SPAC Board recommends a vote FOR, having reviewed due diligence, consulted legal and financial advisors, and concluded the combination is advisable and in shareholders’ best interests, while also disclosing potential conflicts—e.g., Sponsor and founder economics—that may influence incentives. The Board’s rationale emphasizes expected strategic and financial benefits, the negotiated transaction terms, and the view that the combination offers an attractive path to public-market liquidity for the Company. Shareholders should evaluate the agreement’s specific economic terms, closing conditions, dilution and compensation arrangements, redemption mechanics, and related risks disclosed in the proxy statement. If approved by the required ordinary majority and all closing conditions are satisfied, the Closing will occur and public shareholders who do not redeem will become shareholders of the combined company; if not approved, the Business Combination will not be completed. The Board also warns that affiliated parties (Sponsor, directors) hold significant blocks and have committed to vote in favor, which increases likelihood of approval but may present conflicts of interest that investors should consider.

2. 2

   The Merger Proposal (First Plan of Merger

   ManagementBoard: FOR

   A special-resolution proposal (conditioned on approval of the Business Combination Proposal) to approve the First Plan of Merger pursuant to which NewHold will merge with and into newcleo1 Ltd. (Merger Sub 1), making NewHold the surviving company for purposes of the First Merger.

   More detail

   This special-resolution requires at least a two‑thirds majority under Cayman Islands law and asks shareholders to authorize and approve the First Plan of Merger (attached as Annex A-1), by which NewHold and Merger Sub 1 will be merged so that NewHold is the surviving company and the rights and liabilities of both vest in the surviving entity. Management conditions this proposal on approval of the Business Combination Proposal and explains the Plan of Merger is the statutory instrument that implements the First Merger step of the two-step Transaction; approval is thus a necessary closing condition for the overall Business Combination. The Board recommends FOR, viewing adoption of the Plan of Merger as a required and routine legal step to effect the Transactions, and has authorized directors to execute and file the Plan and related documents with the Cayman Registrar and take ancillary actions. The proxy discloses that brokers cannot vote absent instructions, abstentions do not count as votes cast, and the Merger Proposal’s approval is a condition to consummation of the Business Combination; consequently, a failure to obtain the special-resolution could prevent closing. The plan text allows for amendments acceptable to NewHold or Merger Sub and ratifies prior or subsequent director actions in furtherance of the merger. Investors should assess the Plan of Merger terms in Annex A-1, the related closing conditions, and the broader economic effects (including dilution, registration rights, and other transaction expenses) before voting. While the Board supports the merger as the required legal mechanism to implement the negotiated Transactions, shareholders should weigh that recommendation alongside disclosed conflicts and Sponsor incentives to ensure the vote aligns with their interests.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   An ordinary-resolution proposal to permit the chairman, in the reasonable determination of NewHold, to adjourn the Extraordinary General Meeting to a later date or dates to allow further solicitation and voting of proxies if there are not sufficient votes to approve one or more proposals at the meeting.

   More detail

   This ordinary-resolution asks shareholders to authorize the chairman of the Extraordinary General Meeting to adjourn the meeting to one or more later dates, in his reasonable determination, to permit further solicitation of proxies and voting if, based on then-tabulated votes, there are insufficient votes to approve one or more proposals (notably the Business Combination or Merger Proposals). Management proposes the adjournment mechanism as a procedural safeguard to enable additional outreach and potential changes in the shareholder vote, subject to Cayman Islands law and SPAC Articles limitations (including timing limitations and that the Adjournment Proposal will not be presented if both other proposals are approved). The Board recommends voting FOR because it preserves the ability to secure required approvals without abandoning the transaction and allows for compliance with disclosure or logistical contingencies (e.g., supplemental disclosures, redemption processing). If the Adjournment Proposal is not approved, the Board may be unable to adjourn to solicit additional proxies and, if insufficient votes exist at the meeting, the Business Combination may fail. The proposal requires a simple majority of votes cast and broker non‑votes do not count; abstentions count for quorum but not as votes cast. Investors should note the adjournment is limited by the SPAC Articles and Cayman law and will not be used to improperly extend regulatory or contractual deadlines; the proxy includes additional disclosure on the procedures, timing and consequences for adjournment. The Board’s recommendation emphasizes the goal of facilitating a successful shareholder vote while complying with legal and procedural constraints.

Upcoming shareholder meetings at Newhold Investment Corp III’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Newhold Investment Corp III 2026 special meeting?

Newhold Investment Corp III (NHIC) holds its 2026 special shareholder meeting on Thursday, September 17, 2026.

What is the record date for the Newhold Investment Corp III 2026 meeting?

The record date for the Newhold Investment Corp III 2026 meeting is Friday, August 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Newhold Investment Corp III's 2026 meeting?

The board is presenting 9 director nominees at the Newhold Investment Corp III 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Newhold Investment Corp III 2026 meeting?

Shareholders will vote on 3 proposals at the Newhold Investment Corp III 2026 meeting, each tagged with who proposed it and the board's recommendation.