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Loeb Guides NewHold Investment Corp. III in $2.4 Billion Business Combination with Newcleo

Loeb & Loeb represented NewHold Investment Corp. III, a special purpose acquisition company, in its definitive agreement for a business combination with Newcleo Ltd., a pioneer in advanced modular reactor technology and nuclear fuel manufacturing, in a transaction that values Newcleo at approximately $2.4 billion.

The Loeb team advised NewHold on all aspects of the transaction, including transaction structuring, negotiation and documentation, securities compliance, financing matters and public company considerations.

Upon completion of the transaction, Newcleo will become a publicly traded company on Nasdaq under the ticker symbol “NWCL.” The business combination is anticipated to generate gross proceeds of up to $420 million, consisting of cash held in NewHold’s trust account (assuming no redemptions) and a private investment in public equity financing, to support Newcleo’s growth strategy and expansion into the U.S. energy market.

Newcleo is focused on developing next‑generation nuclear reactors utilizing advanced technologies and recycled fuel, with operations across multiple countries. The company intends to use the transaction proceeds to fund ongoing projects in Europe and accelerate its entry into the U.S., where demand for reliable, low‑carbon energy sources is increasing—particularly to support the rapid growth of artificial intelligence and data infrastructure. 

The Loeb team was led by Ronelle Porter, deputy chair of the Capital Markets & Corporate department and Giovanni Caruso, co-chair of the Capital Markets & Corporate department and co-chair of the SPACs practice, and included; Lloyd Rothenberg, chair of the firm’s Strategic Transactions, PE & Venture practice; Capital Markets partner Terry Bokosha; Corporate associates Evan Saunders and Sarah Cherfan and paralegal Hope Wankel; Capital Markets Associate Norley Jean-Charles; Tax partner Natan Leyva and associate Peter Sass; Employment & Labor partner Mark Goldberg; Executive Compensation & Employee Benefits partner Marina Casani; Kathleen Gersh, co-chair of the Life Sciences practice; Richard Lorenzo, chair of the Energy and Antitrust practices.

For more information, please see the companies’ joint press release.