SEC Form 4 · accession 0000950103-26-014412
newcleo plc · NWCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrea Ruben Osvaldo Levi
Director
Period of report
Sep 21, 2026
Accepted (ET)
Sep 23, 2026 · 8:33 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002131813
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B SharesF1 | — | Sep 21, 2026 | A | 374,946 | A | — | — | Ordinary Shares | 374,946 | 374,946 | I |
| Class B SharesF1 | — | Sep 21, 2026 | A | 110,561 | A | — | — | Ordinary Shares | 110,561 | 110,561 | I |
Explanation of responses
- F1Reflects the issuance of Class B Shares in accordance with that certain Business Combination Agreement, dated as of May 26, 2026, by and between Newhold Investment Corp III, Newcleo1 Ltd., Newcleo2 Ltd., and Newcleo Ltd.. The Class B Shares will automatically convert and be re-designated into the same number of Ordinary Shares, on a one-for-one basis, as follows: (i) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $15.00 during any 20 trading days within a 30 trading day period and (ii) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $18.00 during any trading days within a 30 trading day period, provided that such price attainment occurs during the period beginning on September 21, 2026 and ending on the five-year anniversary thereof.