Newcleo Ltd. (Nasdaq: NWCL), a developer of advanced modular lead-cooled fast reactors and mixed oxide nuclear fuel, has agreed to merge with NewHold Investment Corp III (Nasdaq: NHIC) to become a publicly traded company.
The transaction values newcleo at a pre-money equity value of approximately $2.4 billion and is expected to generate up to $429 million in gross proceeds.
The proceeds will come from a combination of $220 million in PIPE financing and up to $209 million held in NewHold’s trust account, before accounting for redemptions and transaction expenses.
The oversubscribed PIPE is committed at $10.00 per share, with 22 million ordinary shares to be issued, anchored by new strategic and institutional investors alongside several existing shareholders.
The combined company is expected to trade on the Nasdaq under the ticker symbol “NWCL” following an anticipated close in the second half of 2026.
Founded in 2021, newcleo operates across seven countries with over 900 employees and generated approximately $80 million in revenue, other income and financial income in 2024 from its nuclear equipment supply chain operating companies.
The company has raised approximately $780 million in private funding since its founding and holds a patent portfolio covering 31 patent families across its reactor design and MOX fuel processing.
newcleo’s CEO and co-founder Stefano Buono previously founded and served as CEO of Advanced Accelerator Applications S.A., which was listed on Nasdaq and sold to Novartis in 2018 for $3.9 billion.
In October 2025, newcleo announced a strategic partnership with Oklo Inc. (NYSE: OKLO) to build advanced nuclear fuel manufacturing infrastructure in the U.S., combining newcleo’s MOX expertise with Oklo’s metallic fuel technology.
Oklo announced on May 26, 2026 that it had been selected by the U.S. Department of Energy for advanced negotiations under the Surplus Plutonium Utilization Program, with newcleo set to contribute relevant fuel-cycle experience to the partnership.
According to an independent analysis by the OECD’s Nuclear Energy Agency, newcleo’s reactor design ranked first among fast reactors in Europe, second among fast reactors worldwide, and second among European SMRs.
The company has established a joint venture with JAVYS, the Slovakian state-owned nuclear decommissioning and waste management company, to deploy up to four LFR-AS-200 reactors at the Bohunice nuclear site in Slovakia.
newcleo began pre-application engagement with the U.S. Nuclear Regulatory Commission in March 2026 for its LFR and MOX fuel fabrication technologies, with biweekly meetings currently taking place between the organizations.
The company has invested over $70 million at ENEA’s Brasimone Research Center in Italy, including OTHELLO, a 2MWth liquid-lead experimental loop that began operations in April 2026.
“This transaction represents a pivotal moment for newcleo as we accelerate our mission of closing the nuclear fuel cycle and safely producing clean and competitive low carbon energy,” said Buono.
“newcleo represents a unique opportunity to invest in the future of clean energy through proven advanced nuclear technologies,” said Kevin Charlton, CEO of NewHold.
The transaction has been unanimously approved by the boards of directors of both NewHold and newcleo, and existing newcleo shareholders will roll over 100% of their equity.
Guggenheim Securities is acting as financial advisor to newcleo, with Goldman Sachs and Co. LLC serving as lead placement agent and Davis Polk and Wardwell LLP acting as legal advisor to newcleo.
