Newcleo, a scale-up specialising in the development of advanced modular reactor (AMR) technology and the production of nuclear fuel, and NewHold Investment Corp III (Nasdaq: NHIC), a listed special purpose acquisition company (SPAC), announced today that they have entered into a definitive agreement for a business combination that will see Newcleo become a Nasdaq-listed company under the ticker symbol NWCL.
Founded in 2021, Newcleo is developing the next generation of nuclear technologies through its advanced modular reactors (AMRs) – lead-cooled fast reactors (LFRs) that use mixed-oxide (MOX) fuel – a proven nuclear fuel derived from nuclear waste and reprocessed nuclear materials – to generate safe, clean and competitive nuclear energy.
Newcleo’s technology platform is based on established principles of nuclear technology, incorporating proprietary and modernised approaches to reactor design and fuel production, alongside an innovative, vertically integrated business model. This enables the closure of the nuclear fuel cycle and addresses three key challenges facing the nuclear industry: cost, safety and waste management.
Newcleo has over 900 employees across 16 offices in seven countries, a substantial intellectual property portfolio comprising 31 patent families, and established revenue streams, having generated $80 million in revenue, other income and financial income in 2024 from its operating companies.
The commercial design of Newcleo’s 200 MWe (480 MWth) reactor is aimed at meeting critical industry needs by supplying combined high-temperature electricity and heat to energy-intensive off-takers across various sectors, including data centres, the chemical industry, steel, glass, ceramics and paper manufacturing. The company’s LFRs are designed to reduce certain severe accident risks from the outset, combining the intrinsic properties of lead with passive safety systems and operating at atmospheric pressure.
The company’s reactors are designed to be fuelled by proprietary MOX fuel, a proven nuclear fuel produced from reprocessed nuclear waste and other materials, which has been used commercially in PWR reactors for over 50 years. The use of MOX fuel in fast reactors, such as those developed by Newcleo, enables the recycling of spent nuclear fuel and other nuclear materials into new, usable fuel. Newcleo’s approach does not require newly mined uranium for the operation of nuclear reactors; it thus reduces supply chain risk, alleviates bottlenecks related to fuel availability and offers an alternative to the current costs of disposing of long-lived radioactive waste. This approach enables countries with significant stocks of spent nuclear fuel to convert what is currently a long-term liability into a domestic energy resource.
According to an independent analysis by the OECD Nuclear Energy Agency on project maturity indicators (licensing, fuel, financing, supply chain, siting, engagement), Newcleo’s reactor design ranked first among fast reactors in Europe, second among fast reactors worldwide, and second among European SMRs.
Co-founded by Stefano Buono, a physicist and entrepreneur, Luciano Cinotti, an expert in fast reactor technologies, holder of one of the largest numbers of LFR patents globally and former chair of the LFR Steering Committee of the Generation-IV International Forum, and Elisabeth Rizzotti, a CERN alumna with extensive experience in management consultancy and the banking sector, Newcleo’s management team brings extensive expertise in nuclear technology and the management of listed companies.
Buono, a CERN alumnus who worked alongside Nobel laureate Carlo Rubbia, previously founded and served as CEO of the nuclear medicine company Advanced Accelerator Applications, which was listed on the Nasdaq (Nasdaq: AAAP) in 2015 and subsequently sold to Novartis in 2018 for $3.9 billion.
Newcleo has developed a scalable, asset-light business model based on a complementary product portfolio and a vertically integrated supply chain. The Company’s potential revenue streams include IP licence fees for its reactor designs and MOX fuel production technology, sales of MOX fuel supplies and EPCM and manufacturing services related to the supply of such technologies to third parties, as well as profit-sharing agreements associated with minority stakes in LFR projects and MOX fuel production facilities.
Newcleo generates revenue through EPCM and manufacturing services provided to various clients via its wholly-owned subsidiaries operating within the supply chain, S.R.S., Fucina and Rutschi, thereby reducing financial risk whilst enabling rapid scalability through the vertical integration of the production of key reactor components, with a view to shortening lead times and reducing supply chain bottlenecks.
The company’s potential customers include utilities and nuclear operators, as well as industrial and infrastructure energy off-takers across a range of sectors, including data centres, chemicals, refining, steel, cement, maritime, glass, ceramics and paper – all of which require electricity and industrial heat to support their operations.
The company is in advanced discussions with potential customers and is actively developing its project pipeline, with a target pipeline of approximately 9.2 GW of advanced commercial opportunities, including a state-backed project in Slovakia to build up to four 200 MWe commercial reactors and enable the recycling of the country’s existing stock of nuclear materials.
Newcleo has a significant presence in Europe. The company has formed a joint venture with Javys, the Slovak state-owned company responsible for nuclear decommissioning and waste management, to build up to four LFR-AS-200 reactors at the Bohunice nuclear site in Slovakia.
In June 2025, Newcleo and the engineering firm Nextchem established Next-N as a joint venture to provide engineering services for the conventional island and balance of plant of Newcleo’s SMR projects and those of third parties. 4
The company has also formed strategic partnerships with leading listed companies in the sector, such as Saipem, Fincantieri, Danieli and Maire, to develop sector-specific applications for its LFRs in energy-intensive industries. Some of these companies are also shareholders in Newcleo, underlining their long-term commitment to the company’s success.
The company has also gained significant momentum in the US market through strategic partnerships and engagement with the government. In October 2025, Newcleo announced a partnership with Oklo (NYSE: OKLO) to build advanced fuel production infrastructure in the United States, combining Newcleo’s European expertise in MOX with Oklo’s US-based metal fuel technology.
On 26 May 2026, Oklo announced that it had been selected by the US Department of Energy (DOE) for advanced negotiations under the Surplus Plutonium Utilisation Programme. In partnership with Newcleo, Oklo would lead the utilisation of plutonium, whilst Newcleo would contribute significant expertise in the fuel cycle. Oklo and Newcleo view the programme as a disposal pathway through utilisation: converting existing material into fuel for advanced reactors, using it to generate reliable electricity, and consuming it through fission in accordance with stringent security, safeguards and material control requirements.
Newcleo is working with nuclear regulatory authorities in Europe and the United States on its LFR design and MOX fuel fabrication facilities.
Newcleo has engaged extensively with the French Authority for Nuclear Safety and Radiation Protection (ASNR) and has submitted a nuclear “Safety Options File” for both its LFR and its advanced fuel fabrication plant. The ASNR experts’ opinion of December 2025 regarding the MOX fuel fabrication plant deemed the safety options adopted by Newcleo to be satisfactory and made recommendations to be incorporated into the detailed design of the project and the future licence application. The ASNR’s assessment of the LFR’s safety functions and approach is expected by the end of 2026 and should support the development of the detailed design and the future licence application.
In July 2025, Newcleo identified the site at Nogent-sur-Seine (north-eastern France) where it intends to build an advanced fuel production plant. In line with national licensing regulations, in early April the regulatory authorities launched a four-month national public consultation to gather public views on both the LFR project and the MOX fuel fabrication plant project. In December 2025, Newcleo also began discussions with Euratom on non-proliferation safeguards for the LFR design, an essential step towards ensuring compliance with appropriate non-proliferation measures by integrating them into the design, a prerequisite for a future licence application.
To support potential future licence applications in other European countries, Newcleo has invited the regulatory authorities in Belgium, Slovakia and Sweden to attend seminars held in conjunction with the ASNR on Newcleo’s LFR design and related safety options, offering them the opportunity to become more familiar with the technology and the associated regulatory work.
In the United States, in March 2026, Newcleo began preliminary discussions with the Nuclear Regulatory Commission regarding a licence application for its LFR and MOX fuel fabrication technologies, as well as for the first projects planned for that market. Regulatory engagement plans are currently being developed for each project, with biweekly meetings between the organisations. 5
Since 2022, Newcleo has been collaborating with the Italian National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA) to carry out a unique research and development programme on LFRs at ENEA’s Brasimone Research Centre in Italy. The collaboration builds on over 20 years of ENEA’s research and development into lead-cooled reactor technologies. Newcleo has invested over $70 million to design, manufacture and install research facilities at the centre, including Othello, a 2MWth liquid lead experimental circuit that came online in April 2026, and Precursor (pictured), a 10 MWth non-nuclear demonstration system for electricity generation, currently being installed and due for completion by the end of 2026. The site’s facilities enable Newcleo to conduct extensive testing on innovative materials and components, carry out system qualification and provide real-world operational data to accelerate the development of its reactors.
To further strengthen its research and development and licensing efforts, the company has also established partnerships with the French Alternative Energies and Atomic Energy Commission (CEA) and the Japan Atomic Energy Agency (JAEA). The JAEA owns and operates Joyo, the only high-flux fast neutron reactor available in the Western world. Together, Newcleo and the JAEA will conduct irradiation tests in Joyo on structural and core materials, supporting Newcleo’s qualification efforts and its fuel production strategy.
“This transaction marks a pivotal moment for Newcleo, enabling us to accelerate our mission to close the nuclear fuel cycle and safely produce clean, competitive, low-carbon energy,” said Stefano Buono, CEO and co-founder of Newcleo, in a statement “The capital raised through this strategic transaction, combined with access to public markets, will enable us to rapidly advance our reactor construction and fuel production capabilities in Europe and the United States. Newcleo is positioned to offer a competitive solution to the world’s clean energy needs, whilst reducing existing and future liabilities associated with nuclear waste.”
“Newcleo represents a unique opportunity to invest in the future of clean energy through proven advanced nuclear technologies,” says Kevin Charlton, CEO of NewHold – “The company’s innovative approach to both reactor design and nuclear fuel recycling places it at the forefront of the energy transition, whilst supporting the need for energy independence and security, in line with the strategies of European and US governments.”
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 for Newcleo, arising from a combination of PIPE proceeds (Private Investment in Public Money) proceeds of $220 million and up to $209 million in cash held in the trust account of NewHold Investment Corp III, before taking into account any redemptions and transaction-related expenses. In connection with the closing of the transaction, each Class A share of NewHold that has not been redeemed for cash in accordance with the terms of the relevant constitutional documents will be converted into one ordinary share of Newcleo on a one-for-one basis.
The PIPE, which was oversubscribed, is priced at $10 per share, with 22 million ordinary shares to be issued for a total of $220 million, and is backed by a group of new strategic and institutional investors, with further participation from several existing shareholders. Newcleo has also raised over $150 million in the last 12 months through a series of private rounds preceding the PIPE transaction, bringing the total funds raised since 2021 to approximately $780 million.
Newcleo’s current management team will continue to lead the company resulting from the transaction following the closing. Under the terms of the agreement, Newcleo’s existing shareholders will transfer 100% of their stake, demonstrating strong confidence in the company’s prospects.
The proposed transaction has been unanimously approved by the boards of directors of both NewHold and newcleo. The transaction is expected to close in the second half of 2026, subject to the usual closing conditions, including approval by NewHold’s shareholders and other regulatory approvals. All remaining cash on the balance sheet of the company resulting from the transaction at closing, after payment of transaction-related expenses, is expected to be used by the company resulting from the transaction for working capital, growth and other general corporate purposes.
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