NewHold (NASDAQ: NHIC) to take nuclear innovator newcleo public in SPAC deal
Rhea-AI Filing Summary
NewHold Investment Corp III announced a definitive business combination agreement to merge with UK-based nuclear technology developer newcleo, taking it public on Nasdaq under the symbol “NWCL.” The deal values newcleo at about $2.4 billion pre‑money.
The transaction is expected to provide up to $429 million in gross proceeds from a $220 million PIPE at $10.00 per share and up to $209 million of trust cash, before redemptions and expenses. Closing conditions include at least $200 million in total cash proceeds and net tangible assets of at least $5,000,001, plus shareholder and regulatory approvals.
newcleo develops advanced lead‑cooled fast reactors using mixed‑oxide fuel from reprocessed nuclear materials. It reported about $80 million of 2024 revenue, other income and financial income, has raised approximately $780 million since 2021, employs over 900 people, and is targeting a project pipeline of roughly 9.2 GW of opportunities.
Positive
- Definitive business combination with funded PIPE: NewHold signs a merger with nuclear developer newcleo at roughly $2.4 billion pre‑money, supported by a committed $220 million PIPE and potential total gross proceeds of up to $429 million, strengthening the combined company’s prospective capital base.
Negative
- None.
Insights
NHIC signs a funded SPAC merger with advanced nuclear firm newcleo, backed by a sizable PIPE.
The agreement gives newcleo a pre‑money equity value near $2.4 billion and pairs it with NewHold Investment Corp III. A committed $220 million PIPE at $10.00 per share plus potential trust cash could deliver up to $429 million in gross proceeds.
Closing requires several safeguards: at least $200 million in total cash, net tangible assets above $5,000,001, stock‑exchange listing approval, and shareholder approvals on both sides. These conditions, along with non‑redemption agreements on 923,780 SPAC shares, are designed to reduce financing and completion risk but still leave exposure to redemptions and market sentiment.
For NHIC holders, this replaces a cash shell with a growth‑stage nuclear technology platform reporting about $80 million of 2024 revenue/other income and roughly $780 million raised since 2021. Actual value realization will depend on future regulatory milestones, project execution and how much cash remains after redemptions when the deal closes, currently expected in the second half of 2026.
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement financial
PIPE Investment financial
Non-Redemption Agreements financial
lead-cooled fast reactors technical
mixed-oxide (MOX) fuel technical
Registration Statement on Form F-4 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 27, 2026 (
(Exact Name of Registrant as Specified in its Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into A Material Definitive Agreement.
Business Combination Agreement
On May 26, 2026, NewHold Investment Corp III, a Cayman Islands exempted company with limited liability (the “SPAC” or “NewHold”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with NewCleo Ltd., a private limited company incorporated under the laws of England and Wales (and, following the re-registration to a public limited company under the laws of England and Wales, the “Company” or “Newcleo”), newcleo1 Ltd., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and newcleo2 Ltd., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of the Company (“Merger Sub 2”, and, together with Merger Sub 1, the “Merger Subs”, and the Merger Subs, together with the Company, the “Company Parties”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub 1 will merge with and into the SPAC, as a result of which the separate corporate existence of Merger Sub 1 will cease and the SPAC will continue as the surviving company in such merger and as a wholly owned subsidiary of the Company (the “First Merger” and the post-First Merger surviving company, the “First Merger Surviving Company”), and First Merger Surviving Company will merge with and into Merger Sub 2, as a result of which the separate corporate existence of First Merger Surviving Company will cease and Merger Sub 2 will continue as the surviving company in such merger and a direct, wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Mergers” or “Business Combination”).
The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of the SPAC, the Company, and the Merger Subs.
Company Capital Restructuring
Pursuant to the Business Combination Agreement, prior to the effective time of the First Merger (the “First Merger Effective Time”), the following actions shall take place or be effected (in the order set forth below):
(a) The share premium account of the Company shall be reduced by such amount as is deemed to be required by the Company in good faith, among other things, to permit the Company to satisfy the condition, set out at section 90(2) of the Companies Act 2006 of the United Kingdom (“UK Companies Act”), to re-register as a public limited company.
(b) The Company shall be re-registered as a public limited company and all filings with Companies House required to effect such re-registration in accordance with the UK Companies Act shall be made.
(c) The amended and restated articles of association of the Company (the “Company A&R Articles”), substantially in the form to be attached to the registration statement on Form F-4 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Business Combination, with such changes thereto as may be made by the Company in good faith (such changes to be consistent with the parties’ intentions for the Transactions) shall become effective.
(d) Immediately prior to the Recapitalization (as defined below), the issued and outstanding share capital of the Company shall be redenominated as U.S. dollar shares of a par value to be determined by the Company in good faith in accordance with the UK Companies Act (the “Redenomination”).
(e) Immediately following the Redenomination and prior to the First Merger Effective Time, all of the issued and outstanding ordinary shares in the capital of the Company (the “Company Ordinary Shares”) as of immediately prior to such consolidation shall be consolidated into such number of Company Ordinary Shares as is equal to the number of issued and outstanding Company Ordinary Shares multiplied by the Recapitalization Factor (the “Recapitalization”), subject to any restriction or alternative treatment in the sole discretion of the Company Board in relation to the issuance of fractional shares, or any equitable adjustment to the Recapitalization Factor (as defined below), in each case, as set forth in the Business Combination Agreement.
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The “Recapitalization Factor” is the quotient (rounded to four decimal places) obtained by dividing (i) the Base Equity Value (as defined below) by (ii) the quotient obtained by dividing (A) the Aggregate Diluted Company Shares by (B) US$10.00. “Aggregate Diluted Company Shares” means, without duplication, the aggregate number of Company Ordinary Shares that are issued and outstanding immediately prior to the Recapitalization, including all of the Company Ordinary Shares underlying all outstanding vested Company Equity Awards as of immediately prior to the Recapitalization. “Base Equity Value” means (i) $2,350,000,000 plus (ii) the aggregate exercise price of the vested outstanding options to purchase Company Ordinary Shares granted under the Company Equity Plan (the “Company Options”) as of immediately prior to the Recapitalization included in the calculation of the Aggregate Diluted Company Shares plus (iii) the aggregate amount of proceeds actually received by the Company in any Pre-Closing Equity Financing.
The Mergers
At the Closing, in accordance with the Cayman Companies Act, (a) Merger Sub 1 will merge with and into the SPAC, the separate corporate existence of Merger Sub 1 will cease and the SPAC will be the surviving corporation and a wholly-owned subsidiary of the Company, and (b) the SPAC will merge with and into Merger Sub 2, the separate corporate existence of the SPAC will cease and Merger Sub 2 will be the surviving corporation and a wholly-owned subsidiary of the Company.
Pursuant to the Business Combination Agreement, at the First Merger Effective Time and by virtue of the First Merger, but without any action on the part of SPAC:
| (i) | each outstanding unit of the SPAC (including the private placement units sold simultaneously with the closing of the initial public offering of the SPAC, each, a “SPAC Unit”)), consisting of one (1) Class A ordinary share of the SPAC (the “SPAC Class A Ordinary Shares”) and one-half (1/2) of one warrant to purchase one SPAC Class A Ordinary Share (each, a “SPAC Warrant”) will automatically be detached and the holder thereof will be deemed to hold one (1) SPAC Class A Ordinary Share and one-half (1/2) of one SPAC Warrant (the “Unit Separation”), and immediately following the Unit Separation, all SPAC Units shall automatically be cancelled and shall cease to exist and the holders of SPAC Units immediately prior to the Unit Separation will cease to have any rights with respect to such SPAC Units except as provided in the Business Combination Agreement; |
| (ii) | each of the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares (collectively, the “SPAC Ordinary Shares”) that is issued and outstanding immediately prior to the First Merger Effective Time (other than (w) the SPAC Ordinary Shares and the SPAC Warrants that are (or are required to be) forfeited pursuant to the Sponsor Support Agreement, as described below, (x) the SPAC Ordinary Shares that are held by a SPAC Shareholder who properly exercises in writing dissenters’ rights in accordance with Section 238 of the Cayman Companies Act, (y) the SPAC Ordinary Shares that the SPAC Shareholders have elected for the Company to redeem in connection with the Business Combination, and (z) the SPAC Ordinary Shares that are owned by the SPAC as treasury shares) shall automatically be converted into, and the holder of such SPAC Ordinary Share, shall be entitled to receive, one (1) newly issued, fully paid and non-assessable Company Ordinary Share, and such SPAC Ordinary Shares shall no longer be issued and outstanding and will automatically be cancelled and cease to exist at the First Merger Effective Time; and |
| (iii) | each SPAC Warrant that is issued, outstanding and unexercised immediately prior to the First Merger Effective Time (but, for the avoidance of doubt, after the Unit Separation) shall be terminated in exchange for the right to receive a warrant to acquire one (1) Company Ordinary Share in accordance with the Business Combination Agreement. |
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Representations and Warranties; Covenants
The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement will not survive the Closing.
In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others: (i) a covenant of each party to jointly prepare and the Company to file with the SEC the Registration Statement, which shall include the proxy statement to be sent to the SPAC shareholders relating to the SPAC Shareholder Meeting (as defined below) and a prospectus in connection with the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of Company Ordinary Shares that will be issued in connection with the Mergers and the Recapitalization; (ii) a covenant of the SPAC to convene an extraordinary general meeting of the SPAC Shareholders (the “SPAC Shareholder Meeting”) as promptly as practicable after the Registration Statement is declared effective under the Securities Act but no later than thirty (30) days following the date of the Registration Statement is declared effective; (iii) covenants prohibiting the Company, its Subsidiaries, the Merger Subs and the SPAC from, among other things, solicitating or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions; (iv) a covenant by the Company to deliver to the SPAC (A) the audited financial statements as of and for the years ended December 31, 2025 and December 31, 2024 that have been audited in accordance with PCAOB standards and (B) other unaudited financial statements of the Company to the extent required to be included in the Registration Statement; and (v) a covenant by the Company and the SPAC to use their reasonable best efforts to consummate the subscription by certain investors (other than the Company and the SPAC) in Company Ordinary Shares (the “PIPE Investment”).
Conditions to Each Party’s Obligations
Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others: (i) the accuracy of representations and warranties to applicable standards; (ii) performance in all material respects of each of the covenants of the Company Parties and the SPAC; (iii) there having been no Company Material Adverse Effect; (iv) there having been no SPAC Material Adverse Effect; (v) the absence of a governmental order prohibiting the consummation of the Mergers or the other transactions contemplated by the Business Combination Agreement; (vi) approval by the SPAC shareholders; (vii) approval of a listing application on the applicable stock exchange for newly issued shares; (viii) the SPAC having at least U.S.$5,000,001 of net tangible assets remaining, as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, after deducting any amounts that the SPAC Shareholders have elected to receive in exchange for the redemption of their SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Warrants (collectively, the “SPAC Securities”) by the SPAC in connection with the Business Combination (such amounts, “SPAC Shareholder Redemptions”); and (ix) the SPAC having total cash proceeds (the “Total Cash Proceeds Amount”) of at least $200,000,000 (prior to payment of any fees or expenses, including any payment of any out-of-pocket fees or expenses incurred, paid or otherwise payable by or on behalf of the Company or the SPAC or their respective affiliates in connection with the Transactions), calculated as the sum of (A) proceeds actually received from the PIPE Investment plus (B) any cash held by the SPAC as of immediately prior to the First Merger Effective Time after giving effect to the distribution of cash (or requirement to distribute cash) by the SPAC to SPAC Shareholders in connection with all SPAC Shareholder Redemptions.
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Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other things: (i) by mutual written consent of both the Company and the SPAC at any time; (ii) by the Company or the SPAC, if the Closing shall not have occurred by November 27, 2026, the date that is six months after the date of the Business Combination Agreement (the “Agreement End Date”); provided, that neither the Company nor the SPAC may terminate the Business Combination Agreement if it is in material breach of any of its obligations set forth in the Business Combination Agreement and such material breach causes, or results in, either (x) the failure to satisfy the conditions to the obligations of the terminating party to consummate the Closing prior to the Agreement End Date, or (y) the failure of the Closing to have occurred prior to the Agreement End Date; (iii) by the Company or the SPAC, if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any governmental order, which has become final and non-appealable and has the effect of making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers; (iv) by the Company or the SPAC, if the SPAC Shareholder Approval Matters shall not have been obtained by reason of the failure to obtain the required vote at the SPAC Shareholder Meeting duly convened therefor and at any adjournment or postponement thereof, as applicable; (v) by the Company or the SPAC, if the Company Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the meeting of the Company Shareholders duly convened therefor and at any adjournment or postponement thereof, as applicable; (vi) by (x) the Company, if the board of directors of the SPAC shall have determined in good faith, after consultation with outside legal counsel, that a failure to make a change in the recommendation of the SPAC’s board of directors to vote in favor of the SPAC Shareholder Approval Matters would be inconsistent with the SPAC’s board of directors’ fiduciary duties under applicable Law, or (y) the SPAC, if the Company Board shall have determined in good faith, after consultation with outside legal counsel, that a failure to make a change in the recommendation of the Company’s board of directors to vote in favor of each of the Company Shareholder Resolutions would be inconsistent with the Company’s board of directors’ fiduciary duties under applicable Law; (vii) by the Company, if there shall have been any event or occurrence that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the SPAC’s ability to consummate the Mergers or the other transactions contemplated by the Business Combination Agreement; (viii) by the Company, if the SPAC is in material breach of any of its obligations under the Business Combination Agreement and such material breach will result in the failure to satisfy the conditions to the obligations of the Company Parties to consummate the Closing, provided that if such material breaches are curable by the SPAC, then, for a period of up to thirty (30) calendar days after receipt by the SPAC of notice from the Company of such material breaches, but only as long as the SPAC continues to use its reasonable best efforts to cure such material breaches, such termination by the Company shall be effective by the end of such thirty (30) calendar days if such breach has not been cured; (ix) by the SPAC, if the Company has suffered or there is a Company Material Adverse Effect that is continuing; and (x) by the SPAC, if the Company Parties are in material breach of any of their respective obligations set forth in the Business Combination Agreement and such material breach will result in the failure to satisfy the conditions to the obligations of the SPAC to consummate the Closing, provided that if such material breaches are curable by the Company Parties, then, for a period of up to thirty (30) calendar days after receipt by the Company of notice from the SPAC of such material breaches, but only as long as the Company Parties continue to use their respective reasonable best efforts to cure such material breaches, such termination by the SPAC shall be effective by the end of such thirty (30) calendar days if such breach has not been cured.
The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the SPAC’s public disclosures.
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Other Agreements
Concurrently with the execution of the Business Combination Agreement, the SPAC and the Company have entered into certain other agreements, including the following:
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the SPAC, the Company and NewHold Industrial Technology III LLC (the “Sponsor”) entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote all of its SPAC Securities in favor of the adoption and approval of the Business Combination Agreement, the First Plan of Merger and the other documents contemplated thereby and the Transactions, including the Business Combination, and against any proposal that would or would reasonably be expected to impede, delay, frustrate or prevent the Transactions, (ii) not transfer or redeem any of its SPAC Securities prior to the Closing, from the date of the Sponsor Support Agreement until the earlier of the Closing Date and the termination of the Business Combination Agreement and (iii) not transfer Company Ordinary Shares following the Closing in accordance with certain transfer restrictions.
Pursuant to the Sponsor Support Agreement, effective as of immediately prior to the First Merger Effective Time, the Sponsor will automatically forfeit a percentage of the Sponsor’s SPAC Securities equal to (i) $400,000,000 minus the Total Cash Proceeds Amount minus the excess (if any) of any out-of-pocket fees and expenses incurred, paid or otherwise payable by or on behalf of the SPAC or its affiliates in connection with the Transactions over $14,000,000, divided by (ii) $400,000,000.
In addition, the Sponsor has agreed that the Company Ordinary Shares and Company Warrants that it receives in the First Merger (the “Sponsor Post-Closing Restricted Company Securities”) will be subject to the following vesting restrictions until the fifth anniversary of the Closing Date (with customary exceptions for early release events, including, among other things, any merger, consolidation or reorganization of the Company with or into another person in which the Company Ordinary Shares do not represent, or are not converted into or exchanged for shares that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of the surviving corporation)):
Twenty-five percent (25%) of the Sponsor Post-Closing Restricted Company Securities will vest and no longer be subject to cancellation if the volume weighted average share price of a Company Ordinary Share is at or above $15.00 on the principal exchange on which such Company Ordinary Shares are then listed or quoted for any twenty (20) trading days (which need not be consecutive) over a thirty (30) trading day period;
Twenty-five percent (25%) of the Sponsor Post-Closing Restricted Company Securities will vest and no longer be subject to cancellation if the volume weighted average share price of a Company Ordinary Share is at or above $18.00 on the principal exchange on which such Company Ordinary Shares are then listed or quoted for any twenty (20) trading days (which need not be consecutive) over a thirty (30) trading day period; and
Fifty percent (50%) of the Sponsor Post-Closing Restricted Company Securities will vest and no longer be subject to cancellation as of the occurrence of the Closing.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Company Shareholder Support Agreement
Concurrently with the execution of the Business Combination Agreement, the SPAC, the Company and certain Company shareholders entered into a support agreement (the “Company Shareholder Support Agreement”), pursuant to which such Company shareholders have agreed to, among other things, (i) vote all of their Company Ordinary Shares in favor of the adoption and approval of the Business Combination Agreement, the other documents contemplated thereby and the Transactions, including the Business Combination, and against any proposal that would or would reasonably be expected to impede, delay, frustrate or prevent the Transactions, (ii) not transfer any Company Ordinary Shares prior to the Closing, from the date of the Company Shareholder Support Agreement until the earlier of the Closing Date and the termination of the Business Combination Agreement and (iii) not transfer Company Ordinary Shares following the Closing in accordance with certain transfer restrictions.
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The foregoing description of the Company Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Company Shareholder Support Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Lock-Up Arrangements
The Sponsor Support Agreement and the Company Shareholder Support Agreement each contemplate that, at the Closing, (i) the Sponsor and the Sponsor shareholders will become subject to the transfer restrictions set forth in the Sponsor Support Agreement and (ii) the Company Shareholders that have executed the Company Shareholder Support Agreement (the “Restricted Company Shareholders”) will become subject to substantially identical transfer restrictions (such restrictions, the “Lock-Up Arrangements”). Under the Lock-Up Arrangements, and subject to certain customary exceptions, the Company Ordinary Shares issued at the Closing to the Sponsor and the Sponsor shareholders in respect of their Subject Shares (as defined in the Sponsor Support Agreement) and the Company Ordinary Shares held by the Restricted Company Shareholders immediately following the Closing (other than any Company Ordinary Shares acquired by such Restricted Company Shareholders in (a) the PIPE Investment or (b) the investment contemplated by those certain subscription agreements entered into in March 2026 and April 2026 by and among the Company and the investors party thereto) (collectively, the “Lock-Up Shares”) may not be transferred during the period beginning on the Closing Date and ending on the earlier of (i) the date that is 180 days after the Closing Date and (ii) with respect to all or any portion of the Lock-Up Shares, such earlier date on which such Lock-Up Shares are released as described below (the “Lock-Up Period”), subject to certain exceptions set forth in each of the Sponsor Support Agreement and the Company Shareholder Support Agreement, respectively.
Notwithstanding the foregoing, Lock-Up Shares may be transferred during the Lock-Up Period to a Permitted Transferee; provided that, prior to and as a condition to the effectiveness of any such transfer, such Permitted Transferee (as defined in the Sponsor Support Agreement and the Company Shareholder Support Agreement, as applicable) agrees in writing to be bound by the applicable Lock-Up Arrangements.
In addition, portions of the Lock-Up Shares will be released from the transfer restrictions set forth in the Lock-Up Arrangements as follows:
| ● | 50% of the Lock-Up Shares will be released immediately if the volume weighted average trading price of the Company Ordinary Shares on the principal exchange on which such securities are then listed or quoted is at or above $12.00 for any 20 Trading Days, which need not be consecutive, during any 30-Trading Day period beginning at any time following the Closing Date; |
| ● | 25% of the Lock-Up Shares will be released immediately if the volume weighted average trading price of the Company Ordinary Shares on the principal exchange on which such securities are then listed or quoted is at or above $15.00 for any 20 Trading Days, which need not be consecutive, during any 30-Trading Day period beginning at any time following the Closing Date; |
| ● | the remaining 25% of the Lock-Up Shares will be released immediately if the volume weighted average trading price of the Company Ordinary Shares on the principal exchange on which such securities are then listed or quoted is at or above $18.00 for any 20 Trading Days, which need not be consecutive, during any 30-Trading Day period beginning at any time following the Closing Date; and |
| ● | if an early release event, as described above, occurs during the Lock-Up Period, all Lock-Up Shares that have not previously been released will be released immediately prior to the consummation of early release event and will no longer be subject to the transfer restrictions set forth in the Lock-Up Arrangements. |
For the avoidance of doubt, the measurement periods for the release thresholds described above may overlap, and multiple tranches of Lock-Up Shares may be released concurrently based on the same measurement period. “Trading Day” means any day on which the Company Ordinary Shares are actually traded on Nasdaq or any other exchange on which the Company Ordinary Shares are then listed or quoted.
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PIPE Subscription Agreement
Concurrently with the execution of the Business Combination Agreement, the SPAC, the Company and the PIPE investors entered into the PIPE subscription agreements (the “PIPE Subscription Agreements”), pursuant to which the Company has agreed to issue, and the PIPE investors have agreed to subscribe for, Company Ordinary Shares to be issued by the Company at the First Merger Effective Time (the “PIPE Shares”) at a price per share of $10.00, for an aggregate purchase price of $220 million, which price per share and aggregate purchase price assumes that the Company has effected the Capital Restructuring prior to the First Merger Effective Time. The closing of the PIPE Investment is conditioned upon the consummation of the Business Combination.
The PIPE Subscription Agreements provide certain registration rights for PIPE investors. In particular, the Company is required to file with the SEC, within 30 calendar days after the consummation of the transactions contemplated by the Business Combination Agreement, a registration statement covering the resale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in any event no later than 90 calendar days after the Closing Date. The Company must use commercially reasonable efforts to keep the registration statement effective until the earliest of: (i) the date on which the PIPE investors cease to hold any PIPE Shares and (ii) the first date on which the PIPE investors can sell all of the PIPE Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable).
Additionally, pursuant to the PIPE Subscription Agreements, the PIPE investors agreed to waive any claims that they may have at the closing of the PIPE Investment, or in the future, as a result of, or arising out of, the PIPE Subscription Agreements against SPAC, including with respect to the monies held in the Trust Account. The PIPE Subscription Agreements will terminate, and be of no further force and effect upon the earliest to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written agreement of the parties to the PIPE Subscription Agreements to terminate such agreements, or (c) 12 months after the date of the PIPE Subscription Agreements.
The foregoing description of the PIPE Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Registration Rights Agreement
At the Closing, the SPAC, the Company, the Sponsor and other parties listed thereto will enter into the registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and certain holders have been granted customary demand and piggyback registration rights. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the relevant holders of Company Ordinary Shares against certain liabilities. The rights granted under the Registration Rights Agreement supersede any prior registration, qualification or similar rights of the parties with respect to their SPAC Securities.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a copy of the form of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
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Non-Redemption Agreements
Concurrently with the execution of the Business Combination Agreement, the SPAC, the Company, the Sponsor, and certain shareholders of the SPAC (the “NRA Investors”) entered into certain non-redemption agreements ( “Non-Redemption Agreements”), pursuant to which the NRA Investors agreed not to redeem (or to validly rescind any redemption requests on) up to 923,780 SPAC Class A Ordinary Shares in connection with the SPAC Shareholder Meeting. In exchange for the foregoing commitment not to redeem such SPAC Class A Ordinary Shares, the Sponsor agreed to forfeit 92,378 SPAC Class B Ordinary Shares at the Closing and assign to the NRA Investors, for no additional consideration, an equivalent number of Company Ordinary Shares to be issued at the Closing (the “NRA Shares”).
The Non-Redemption Agreements are expected to increase the amount of funds that remain in the SPAC’s trust account following the SPAC Shareholder Meeting, relative to the amount of funds that would be expected to remain in the trust account following the SPAC Shareholder Meeting had the Non-Redemption Agreements not been entered into and the SPAC Class A Ordinary Shares subject to such agreements had been redeemed.
The SPAC, the Company and the Sponsor may enter into additional non-redemption agreements from time to time prior to the Closing with other parties on substantially the same terms as the Non-Redemption Agreements, subject to the terms set forth in the Non-Redemption Agreements.
The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Non-Redemption Agreement attached hereto as Exhibit 10.5 and incorporated herein by reference.
Warrant Termination and Adoption Agreement
Prior to the Closing, the SPAC, the Company and Continental Stock Transfer & Trust Company (the “SPAC Transfer Agent”) will negotiate in good faith the warrant termination and adoption agreement (the “Warrant Adoption Agreement”), pursuant to which, among other things, (i) the SPAC will terminate the Warrant Agreement, dated February 27, 2025, between the SPAC and the SPAC Transfer Agent (the “SPAC Warrant Agreement”), and (ii) the Company will adopt a new warrant agreement to provide for the existence of warrants of the Company, each of which will represent the right to receive, from the Closing, a warrant to purchase one Company Ordinary Share, on the terms and subject to the conditions set forth therein. The Company may, in its good faith discretion, elect to instead amend and restate the SPAC Warrant Agreement to cause each SPAC Warrant to represent the right to receive, from the Closing, a warrant to purchase one Company Ordinary Share, on the terms and subject to the conditions set forth therein.
Item 3.02. Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment and the NRA Shares is incorporated by reference in this Item 3.02. The PIPE Shares and the NRA Shares will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 7.01. Regulation FD Disclosure.
On May 27, 2026, the SPAC and the Company jointly issued a press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is an investor presentation (the “Investor Presentation”) that the SPAC and the Company have prepared for use in connection with the Business Combination, dated May 27, 2026.
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Furnished as Exhibit 99.3 and incorporated into this Item 7.01 by reference is a transcript of the investor conference call held on May 27, 2026.
Furnished as Exhibit 99.4, and incorporated into this Item 7.01 is the form of a letter circulated by the CEO of the Company to employees in connection with the Business Combination Agreement, dated May 27, 2026.
Furnished as Exhibit 99.5, and incorporated into this Item 7.01 is the form of a letter circulated by the CEO of the Company to investors in connection with the Business Combination Agreement, dated May 27, 2026.
Furnished as Exhibit 99.6, and incorporated into this Item 7.01 is the form of a letter circulated by the CEO of the Company to customers in connection with the Business Combination Agreement, dated May 27, 2026.
Furnished as Exhibit 99.7 and incorporated into this Item 7.01 by reference is the form of an email circulated by the CEO of the Company to certain governmental authorities, dated May 27, 2026.
The joint press release, Investor Presentation, transcript and the information in this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, as amended, except as expressly set forth by specific reference in such filing. This Current Report on Form 8-K (“Form 8-K”) will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
This Form 8-K is provided for informational purposes only and contains information with respect to a proposed business combination (the “Proposed Business Combination”) between the SPAC, the Company and the Merger Subs. This Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the Proposed Business Combination, the Company intends to file the Registration Statement with the SEC, which will include a proxy statement to the SPAC shareholders and a prospectus for the registration of Company securities. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all of the SPAC shareholders as of the record date to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of the SPAC and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with the SPAC’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve, among other things, the Proposed Business Combination, because these documents will contain important information about the SPAC and the Company and the Proposed Business Combination. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. The SPAC and the Company will also file other documents regarding the Proposed Business Combination with the SEC. This Form 8-K does not contain all the information that should be considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE SPAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the SPAC and the Company through the website maintained by the SEC at www.sec.gov. The documents filed by the SPAC and the Company with the SEC also may be obtained free of charge upon written request to NewHold Investment Corp III, 52 Vanderbilt Avenue, Suite 2005, New York, NY 10017.
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Participants in the Solicitations
The SPAC, the Company and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the SPAC shareholders in connection with the Proposed Business Combination. A list of the names of the directors, executive officers, other members of management and employees of the SPAC and the Company, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC by the Company. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
Caution About Forward-Looking Statements
This Form 8-K contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements and are based on beliefs and assumptions and on information currently available to the SPAC and the Company. No representations or warranties, express or implied are given in, or in respect of, this Form 8-K. These forward-looking statements are based on the SPAC’s and the Company’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the effect of the announcement or pendency of the Proposed Business Combination on the Company’s business relationships, operating results, current plans and operations of the Company; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably; the possibility that the SPAC and/or the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by the SPAC or the Company of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Proposed Business Combination; plans, intentions or future operations of the Company relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation of any construction or operations of plants or facilities; the Company’s ability to execute on their business plans and strategy; and other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Although each of the SPAC and the Company believes that it has a reasonable basis for each forward-looking statement contained in this Form 8-K, each of the SPAC and the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond the SPAC’s and the Company’s control. In addition, there will be risks and uncertainties described in the Registration Statement relating to the Proposed Business Combination, which is expected to be filed by the Company with the SEC and other documents filed by the SPAC or the Company from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking statements.
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There may be additional risks that neither the SPAC nor the Company presently know or that the SPAC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the SPAC or the Company, their respective directors, officers or employees or any other person that the SPAC and the Company will achieve their objectives and plans in any specified time frame, or at all. Forward-looking statements in this Form 8-K or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for the SPAC or the Company to predict these events or how they may affect the SPAC or the Company. Except as required by law, neither the SPAC nor the Company has any duty to, and does not intend to, update or revise the forward-looking statements in this Form 8-K or elsewhere after the date this Form 8-K is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this Form 8-K may not occur. Uncertainties and risk factors that could affect the SPAC’s and the Company’s future performance and cause results to differ from the forward-looking statements in this Form 8-K include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Proposed Business Combination; the risk that the Proposed Business Combination or other business combination may not be completed by the SPAC’s business combination deadline and the potential failure to obtain an extension of the Business Combination deadline; the outcome of any legal proceedings that may be instituted against the SPAC, the Company or others following the announcement of the Proposed Business Combination; the inability to complete the Proposed Business Combination due to the failure to obtain approval of the shareholders of the SPAC or to satisfy other conditions to closing; changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations; the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination; the risk that the Proposed Business Combination disrupts current plans and operations of the SPAC or the Company as a result of the announcement and consummation of the Proposed Business Combination; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the Proposed Business Combination; changes in applicable laws or regulations; the SPAC’s estimates of expenditures and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; changes in laws and regulations that impact the Company; ability to enforce, protect and maintain intellectual property rights; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the SPAC’s final prospectus dated February 27, 2025 relating to its initial public offering and in subsequent filings with the SEC, including the Registration Statement relating to the Proposed Business Combination expected to be filed by the Company.
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1* | Business Combination Agreement, dated as of May 26, 2026, by and among NewHold Investment Corp III, newcleo 1 Ltd., newcleo 2 Ltd. and NewCleo Ltd. | |
| 10.1* | Sponsor Support Agreement, dated as of May 26, 2026, by and among NewHold Industrial Technology III LLC, NewHold Investment Corp III, NewCleo Ltd. and the directors and officers of the SPAC set forth on Schedule A thereto | |
| 10.2* | Company Shareholder Support Agreement, dated as of May 26, 2026, by and among NewHold Investment Corp III, NewCleo Ltd. and the shareholders of the Company set forth on Schedule A thereto | |
| 10.3 | Form of PIPE Subscription Agreement | |
| 10.4 | Form of Registration Rights Agreement by and among NewHold Investment Corp III, NewHold Industrial Technology III LLC, NewCleo Ltd. and each of the undersigned holders listed on the signature pages thereto | |
| 10.5 | Form of Non-Redemption Agreement | |
| 99.1 | Joint Press Release dated May 27, 2026 | |
| 99.2 | Investor Presentation dated May 27, 2026 | |
| 99.3 | Transcript of the Investor Conference Call held on May 27, 2026 | |
| 99.4 | Form of Letter from Newcleo’s CEO to employees, dated as of May 27, 2026 | |
| 99.5 | Form of Letter from Newcleo’s CEO to investors, dated as of May 27, 2026 | |
| 99.6 | Form of Letter from Newcleo’s CEO to customers, dated May 27, 2026 | |
| 99.7 | Form of Email from Newcleo’s CEO to certain governmental authorities, dated May 27, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The SPAC hereby undertakes to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the SPAC may request confidential treatment for any such schedules so furnished. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NewHold Investment Corp III | ||
| By: | /s/ Polly Schneck | |
| Name: | Polly Schneck | |
| Title: | Chief Financial Officer | |
Date: May 27, 2026
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Exhibit 99.1
 |
 |
newcleo,
A Developer of Advanced Nuclear Reactors and Nuclear Fuel, to Become Public Company
Through Business Combination with NewHold Investment
Corp III
| ● | Newcleo Ltd. (“newcleo” or the “Company”) is an established nuclear energy company developing advanced modular, lead-cooled fast reactors (LFRs) and mixed oxide (MOX) nuclear fuel from reprocessed nuclear materials. |
| ● | newcleo ranked as a leading advanced modular reactor company in Europe in an independent review by the OECD Nuclear Energy Agency, reflecting the maturity of its technology, fuel strategy, and project development progress. |
| ● | The proposed business combination is intended to accelerate newcleo’s US growth strategy, including leveraging its established European projects as a foundation for execution and deployment. |
| ● | newcleo operates in 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. |
| ● | newcleo has made substantial R&D investments since its founding, as demonstrated by its patent portfolio covering 31 patent families across both its LFR design and MOX fuel processing. |
| ● | newcleo has raised approximately $780 million of private funds since its founding in 2021 to fund this growth as well as its licensing and siting progress. |
| ● | newcleo’s CEO and founder Stefano Buono is an accomplished physicist and a veteran public company CEO with a proven track record of delivering superior returns to shareholders. He is complemented by a seasoned management team with deep nuclear industry and public company experience. |
| ● | In October 2025 the Company announced the intention to form a strategic partnership with Oklo Inc. (NYSE: OKLO) to build advanced nuclear fuel manufacturing infrastructure; combining newcleo’s MOX expertise with Oklo’s U.S. metal-fuel technology in support of U.S. energy security. |
| ● | Oklo announced on May 26, 2026 that it has been selected by the U.S. Department of Energy (DOE) for advanced negotiations under the Surplus Plutonium Utilization Program. In partnership with newcleo, Oklo would lead the utilization of surplus plutonium, while newcleo would bring relevant fuel-cycle experience. |
| ● | The transaction values newcleo at a pre-money equity value of approximately $2.4 billion and is expected to provide up to $429 million in gross proceeds, from a combination of PIPE proceeds of $220 million and up to $209 million of cash held in the NewHold Investment Corp III (Nasdaq: NHIC) (“Newhold”) 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 for a total of $220 million, and is anchored by a group of new strategic and institutional investors, with additional participation from several existing shareholders. |
| ● | The combined company is expected to be listed on the Nasdaq under the ticker symbol “NWCL” following an anticipated transaction close in the second half of 2026. |
| ● | newcleo and NewHold will host a joint investor conference call to present the proposed transaction on May 27, 2026, at 8:00 AM EST. To access the conference call, please visit https://www.newcleo.com/investors or via dial-in at 1-800-267-6316 or 1-203-518-9783 with passcode NEWCLEO. |
Paris, France, and New York, NY, May 27, 2026 – Newcleo Ltd. (“newcleo” or the “Company”), a pioneer in advanced modular reactor (“AMR”) technology and nuclear fuel manufacturing, and NewHold Investment Corp III (Nasdaq: NHIC) (“NewHold”), a publicly listed special purpose acquisition company, today announced that they have entered into a definitive agreement for a business combination that would result in newcleo becoming a publicly traded company on the Nasdaq under the ticker symbol “NWCL.”
Company Background
Founded in 2021, newcleo is pioneering the next generation of nuclear technologies through its advanced modular (AMR) lead-cooled fast reactors (LFRs) utilizing mixed-oxide (MOX) fuel – a proven nuclear fuel made from reprocessed nuclear waste and nuclear materials – to create safe, clean and competitive nuclear energy.
newcleo’s technology platform builds on established nuclear technology principles with proprietary and modernized reactor and fuel manufacturing approaches, alongside an innovative and vertically integrated business model, enabling the closure of the nuclear fuel cycle and addressing three critical challenges of the nuclear industry: costs, safety and waste management.
newcleo has established operations, with over 900 employees in 16 offices across 7 countries, a deep IP portfolio with 31 patent families, along with existing revenue streams, having generated $80 million in revenue, other income and financial income in 2024 from its operating companies.
newcleo’s 200MWe (480MWth) commercial reactor design is aimed at addressing critical industry needs by supplying combined electricity and high-temperature heat to energy intensive off-takers across industries, including data centers, chemicals, steel, glass, ceramics and paper manufacturing. The Company’s LFRs are designed to reduce certain severe accident risks by design by combining the intrinsic properties of lead with passive safety systems and atmospheric pressure operations.
The Company’s reactors are designed to be fueled by proprietary MOX fuel, a proven nuclear fuel produced from reprocessed nuclear waste and other materials that have been used commercially in PWR reactors for over 50 years. Use of MOX fuel in fast reactors, like newcleo’s own, enables the recycling of spent nuclear fuel and other nuclear materials into new usable fuel. Newcleo’s approach does not require freshly mined uranium to operate nuclear reactors; thereby lowering supply chain risk, mitigating bottlenecks connected with fuel availability, and provides an alternative to the current cost of disposing of long-lived radioactive waste. This approach allows countries with substantial inventories 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’s 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.
Cofounded by Stefano Buono, an accomplished physicist and entrepreneur, Luciano Cinotti, a leading expert in fast reactor technologies who has authored among the largest number of global LFR patents and chaired the LFR Steering Committee of the Generation-IV International Forum, and Elisabeth Rizzotti, CERN alumna with extensive management experience in management consulting and banking, newcleo’s management team brings extensive experience in nuclear technology and public company execution.
Buono, a CERN alumnus who worked alongside Nobel prize laureate Carlo Rubbia, previously founded and served as CEO of nuclear medicine company Advanced Accelerator Applications S.A., which was listed on Nasdaq (Nasdaq: AAAP) in 2015 and was subsequently sold to Novartis in 2018 for $3.9 billion.
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Company Business Model
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 license fees for its reactor designs and MOX fuel manufacturing technology, MOX fuel supply sales and EPCM and manufacturing services connected to the provision of these technologies to third parties, as well as profit sharing arrangements associated with minority equity ownership in LFR projects and MOX fuel manufacturing facilities.
newcleo already generates revenue through EPCM and manufacturing services provided to a variety of customers through its wholly-owned supply chain subsidiaries – S.R.S., Fucina and Rutschi – reducing capital risk while enabling rapid scaling through the vertical integration of key reactor component manufacturing to shorten deployment timelines and reduce supply-chain bottlenecks.
Potential customers for the Company include utilities and nuclear operators as well as industrial and infrastructure energy offtakers across a range of industries including data centers, 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 deploy up to four 200MWe commercial reactors and enable the recycling of the country’s current nuclear material stockpile.
Established European Projects and Strategic U.S. Market Opportunities
newcleo has a significant European footprint. 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.
In June 2025, newcleo and engineering company NEXTCHEM established NEXT-N as a joint venture company to provide engineering services for the conventional island and balance of plant of newcleo’s own and third-party SMR projects.
The Company has also formed strategic partnerships with industry leading publicly listed companies like Saipem, Fincantieri, Danieli, and Maire to develop industry-specific applications for its LFRs in energy-intensive industries. Some of these companies are also newcleo shareholders, underscoring their long-term commitment to the Company’s success.
The Company has also established significant momentum in the U.S. market through strategic partnerships and government engagement. In October 2025, newcleo announced a partnership with Oklo Inc. (NYSE: OKLO) to build advanced fuel manufacturing infrastructure in the U.S., combining newcleo’s European MOX expertise with Oklo’s U.S. metallic fuel technology.
Oklo announced on May 26, 2026 that it has been selected by the U.S. Department of Energy (DOE) for advanced negotiations under the Surplus Plutonium Utilization Program. In partnership with newcleo, Oklo would lead the utilization of surplus plutonium, while newcleo would bring relevant fuel-cycle experience. Oklo and newcleo view the program as a pathway for disposal through use: converting material that already exists into fuel for advanced reactors, using it to generate reliable electricity, and consuming it through fission under stringent security, safeguards, and material control requirements.
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Reactor and Fuel Regulatory Progress in Europe and the U.S.
newcleo is engaged with nuclear regulators in Europe and the US for its LFR design and MOX fuel fabrication facilities.
newcleo has engaged extensively with France’s nuclear safety and radiation protection authority (ASNR) and has submitted its so called nuclear “Safety Options File” for both its LFR and advanced fuel fabrication facility. The ASNR Expert Opinion of December 2025 for the MOX fuel fabrication facility considered the safety options adopted by newcleo to be satisfactory and offered recommendations to be adopted in the project’s detailed design and future licence application. The ASNR assessment of the LFR safety functions and approach is expected by end of 2026 and should support the development of the detailed design and future licence application.
In July 2025, newcleo identified the site in Nogent-sur-Seine (north-eastern France) where it plans to deploy its advanced fuel manufacturing facility. In line with national licensing regulations, a 4-month national public debate was launched in early April by regulators to collect public opinions on both the LFR and MOX fuel fabrication facility projects. In December 2025, newcleo also began its safeguards-by-design engagement with EURATOM for its LFR design, an essential step to comply with adequate anti-proliferation measures by design which is a prerequisite of a future license application.
To support potential future licence applications in other European countries, newcleo invited and hosted regulatory authorities from Belgium, Slovakia and Sweden to attend seminars held with ASNR on newcleo’s LFR design and related safety options, giving them the opportunity to become more familiar with the technology and the associated regulatory work.
In the U.S., newcleo began its pre-application engagement with the Nuclear Regulatory Commission in March 2026 for its LFR and MOX fuel fabrication technologies and intended first projects in that market. Regulatory engagement plans for each project are being developed with biweekly meetings occurring between the organizations.
Extensive R&D Program Focused on Delivery
Since 2022, newcleo has collaborated with the Italian National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA) to deploy a unique LFR R&D program at ENEA’s Brasimone Research Center in Italy. The collaboration builds on ENEA’s 20+ years of R&D activities on lead-cooled reactor technologies. newcleo has invested over $70 million to design, manufacture and install research facilities at the center, including OTHELLO, a 2MWth liquid-lead experimental loop that began operations in April 2026, and PRECURSOR, a 10 MWth electricity-generating, non-nuclear demonstration reactor system which is currently being installed and is expected to be completed by the end of 2026. The facilities at the site allow newcleo to conduct extensive testing of innovative materials and components, undertake system qualification, and provide real-world operational data to accelerate the deployment of its reactors.
To further strengthen its R&D and licensing efforts, the Company has also established partnerships with the French Alternative Energies and Atomic Energy Commission (CEA) and the Japanese Atomic Energy Agency (JAEA). JAEA’s owns and operates Joyo, the only reactor with a high-flux fast neutron spectrum accessible in the western world. Together, newcleo and JAEA will conduct irradiation tests in Joyo on structural and core materials, supporting newcleo’s qualification efforts and fuel manufacturing strategy.
Management Commentary
“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 Stefano Buono, CEO and co-founder of newcleo. “The capital raised as part of this strategic transaction, combined with public market access, will enable us to rapidly advance our reactor deployment and fuel manufacturing capabilities across Europe and the United States. newcleo is positioned to deliver a competitive solution to the world’s clean energy needs while reducing existing and future nuclear waste liabilities.”
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“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 Company’s innovative approach to both reactor design and nuclear fuel recycling positions it at the forefront of the energy transition while supporting energy independence and security needs, aligned with European and US government strategies.”
Transaction Overview
The transaction values newcleo at a pre-money equity value of approximately $2.4 billion and is expected to provide up to $429 million in gross proceeds, to newcleo, from a combination of PIPE proceeds of $220 million and up to $209 million of cash held in the NewHold Investment Corp III (Nasdaq: NHIC) (“Newhold”) trust account, before accounting for redemptions and transaction 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 its organizational documents will convert to an ordinary share of newcleo on a one-for-one basis.
The oversubscribed PIPE is committed at $10.00 per share, with 22 million ordinary shares of to be issued for a total of $220 million, and is anchored by a group of new strategic and institutional investors, with additional participation from several existing shareholders. Additionally, certain trust shareholders have entered into non-redemption agreements. newcleo has also raised and closed upon over $150 million over the past 12 months through a series of private rounds leading into the PIPE transaction, bringing total funds raised since 2021 to approximately $780 million.
newcleo’s existing management team will continue to lead the combined company following the close of the transaction. Under the terms of the agreement, existing newcleo shareholders will roll over 100% of their equity, 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 customary closing conditions, including approval by NewHold shareholders and other regulatory approvals. All cash remaining on the combined company’s balance sheet at the closing of the transaction, after the settlement of transaction-related expenses, is expected to be utilized by the combined company for working capital, growth, and other general corporate purposes.
Additional information about the proposed transaction, including a copy of the business combination agreement and the investor presentation, will be provided in a report on Form 8-K to be filed by NewHold with the U.S. Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
Investor Conference Call Information
newcleo and NewHold will host a joint investor conference call to present the proposed transaction on May 27, 2026, at 8:00 AM EST. To access the conference call, please visit https://www.newcleo.com/investors or via dial-in at 1-800-267-6316 or 1-203-518-9783 with passcode NEWCLEO.
Advisors
Guggenheim Securities is acting as financial advisor and capital markets advisor to newcleo. Goldman Sachs & Co. LLC is acting as lead placement agent to newcleo. BTIG is acting as placement agent and capital markets advisor to newcleo. Davis Polk & Wardwell LLP is acting as legal advisor to newcleo. Loeb & Loeb LLP is acting as legal counsel to NewHold. Latham & Watkins LLP is acting as legal counsel to the placement agents. ICR is acting as strategic communications advisor to newcleo.
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About newcleo
newcleo is an innovative nuclear energy company developing AMRs cooled by liquid lead, and nuclear fuel from recycled nuclear waste, with the goal of delivering abundant, competitive, low-carbon energy. The Company was founded by physicist-entrepreneur Stefano Buono following the USD 3.9 billion sale of his previous venture – Nasdaq-listed nuclear medicine company Advanced Accelerator Applications – to Novartis. With over $80 million in revenue, other income, and financial income in 2024 including from its operating companies, approximately $780 million in private funding, and more than 900 highly skilled employees across Europe and the 6 United States, the Company has built a network of over 100 industry partnerships and supports its growth through the targeted acquisition and vertical integration of key companies in the nuclear supply chain. Visit www.newcleo.com.
About NewHold Investment Corp III
NewHold Investment Corp III is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While NewHold may pursue a business combination in any sector, NewHold’s primary focus is on growing industrial and business services companies. NewHold is led by an experienced management team with Kevin Charlton as Chief Executive Officer, Samy Hammad as President and Chief Operating Officer and Polly Schneck as Chief Financial Officer. For more information visit https://nhicspac.com.
Important Information for Investors and Shareholders
NewHold and newCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by the Business Combination Agreement and/or as described in this press release (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions with the SEC. This press release does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: newCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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The securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
NewHold, newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is, or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination, including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
7
These forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each of which is made only as of the date of this press release.
# # #
For investor inquiries:
newcleo@icrinc.com
For media inquiries:
newcleo press office
media@newcleo.com
U.S. media inquiries
newcleo@icrinc.com
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Exhibit 99.2
May 2026 Investor Presentation Private and Confidential
Disclaimer 2 Investor Presentation / May 2026 This presentation (the "Presentation") has been prepared solely for the purpose of furnishing information on a confidential basis to interested parties to assist them in making their own evaluation with respect to the contemplated private capital raise and related transactions involving NewHold Investment Corp III ("NewHold") (collectively, the "Transactions") by newcleo Ltd. (the "Company" or "newcleo") and is being delivered solely to recipients that are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (ii) sophisticated institutional "accredited investors" within the meaning of Rule 501(a) under the Securities Act or (iii) if located in the United Kingdom or European Union, "qualified investors" (within the meaning of the UK or EU Prospectus Regulations, as applicable) (any such recipient, together with its subsidiaries and affiliates, the "Recipient") to you on behalf of the Company and NewHold by Goldman Sachs & Co. LLC ("Goldman Sachs") and BTIG, LLC ("BTIG"), as financial advisors, placement agents and/or arrangers to the Company, as the case may be, in connection with the Transactions. This information is strictly confidential and proprietary, and its disclosure to an unauthorized recipient could cause significant harm to the Company. By accepting this Presentation, you and your affiliates agree to maintain this information in the strictest confidence and to protect and safeguard this Presentation against any unauthorized publication or disclosure. Without the express prior written consent of the Company, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Company and the Transactions or (iv) provided to any person except your employees and advisors with a need to know who are advised of the confidentiality of the information, except to the extent required by law. You acknowledge that you are (a) aware that the United States securities laws prohibit any person who has material non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that you will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. You also acknowledge and agree that this Presentation may contain material non-public information concerning the Company. By accepting this Presentation and the information contained herein, you and your institution expressly agree to use this Presentation and the information contained herein in accordance with your compliance policies, contractual obligations and applicable laws, including United States federal and state securities laws and comply with the confidentiality obligations and other requirements set forth herein. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation shall not constitute an offer to sell or a solicitation of an offer to buy securities or an invitation or inducement to engage in investment activity, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities law of any such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer of securities, if made, may be made only through definitive offering documents, including, but not limited to, a subscription agreement and related documentation, and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. The information contained herein is qualified in its entirety by reference to the definitive offering documents. The Company, NewHold, Goldman Sachs and BTIG reserve the right to withdraw or amend the proposed offering for any reason and to reject any subscription agreement for any reason or no reason. Notwithstanding anything contained herein, there can be no assurance that the Transactions will be consummated on the terms described herein, within the time periods contemplated hereby, or at all. Any securities to be offered by the Company in connection with the Transactions to which this Presentation relates have not been registered under the Securities Act or applicable state or foreign securities laws. The opportunity to participate in the Transactions is being offered only to a limited group of sophisticated institutional investors, including "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and "accredited investors" within the meaning of Rule 501(a) under the Securities Act that are also "institutional accounts" (as defined in Rule 4512(c) of the Financial Industry Regulatory Authority) or, if located in the United Kingdom or European Union, are "qualified investors" (within the meaning of the UK or EU Prospectus Regulations, as applicable) and are understood to be experienced in and have a potential interest in investments of the kind described herein. The securities of the Company may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements of the Securities Act. The securities of the Company have not been approved or disapproved by the Securities and Exchange Commission, any state securities commission or other United States or foreign regulatory authority. No representations or warranties, express or implied, are given in, or in respect of, this Presentation. This Presentation is subject to updating, completion, revision, verification and further amendment. None of the Company, NewHold, or their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation or determined if this Presentation is truthful, accurate or complete, and it is an offense to claim otherwise. None of the Company, NewHold, Goldman Sachs, BTIG or any of their respective subsidiaries, equity holders, affiliates, representatives, partners, members, directors, officers, employees, advisers or agents (collectively, "Representatives") makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the recipient in the course of its evaluation of the Transactions, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. To the fullest extent permitted by law, none of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The information contained in this Presentation is provided as of the date hereof and may change, and none of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives undertakes any obligation to update such information, including in the event that such information becomes inaccurate or incomplete. The general explanations included in this Presentation cannot address, nor is intended to address, your specific investment objectives, financial situations or financial needs. Portions of the information contained herein may have been generated using artificial intelligence, which is primarily used to gather general market or industry data and to compile company specific information to facilitate the recipient's preliminary review. Any pro forma financial information, capitalization, ownership percentages or other post-Transactions information included herein is presented for illustrative purposes only, is based on assumptions and estimates deemed reasonable by management as of the date hereof, and is subject to change, which may be material. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives, as investment, legal or tax advice. In addition, this Presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of the Company, NewHold and the Transactions. Recipients of this Presentation should read the definitive documents for the Transactions and make their own evaluation of the Company, NewHold and the Transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
Disclaimer 3 Investor Presentation / May 2026 You are urged to request any additional information you may consider necessary or desirable in making an informed investment decision. None of Goldman Sachs, BTIG or any of their respective Representatives is acting as a financial advisor, placement agent, arranger or in any other advisory capacity to you with respect to the Transactions or owes such recipient any duty of loyalty or care (whether in contract, in tort or otherwise) with respect to this Presentation or the Transactions (and each of Goldman Sachs and BTIG, on behalf of itself and its respective Representatives, expressly disclaims any such advisory, fiduciary or similar relationship). You (and your Representative, if any) are invited, prior to the entry into any definitive documentation with respect to the Transactions, to ask questions of, and receive answers from, the Company and NewHold concerning the Transactions and to obtain additional information regarding the Transactions, to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information contained herein. If you decide not to participate in the Transactions, or if the Company, NewHold, Goldman Sachs or BTIG so requests at any time, you will promptly return to the Company, NewHold, Goldman Sachs or BTIG all materials furnished to you in connection with the Transactions, including this Presentation, without retaining any copies thereof (except copies retained for bona fide legal or compliance purposes). Projections and Other Forward-Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward-looking statements, within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act, that are based on our management's beliefs and assumptions and on information currently available to management with respect to the Company and the Transactions, including the proposed transactions involving NewHold, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company and statements regarding the anticipated benefits and timing of the completion of the Transactions, and the Company's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. The actual results could differ materially from those expressed in, or implied by, these forward-looking statements, and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. In addition, many factors could cause actual future events to differ materially from the forward-looking statements in this Presentation. There may also be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and none of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the Company, NewHold, Goldman Sachs, BTIG or any of their respective Representatives gives any assurance that these expectations will be achieved on the time periods expected or at all. To the extent this Presentation includes projected financial information or operating metrics, such projections and metrics are based on assumptions that are inherently subject to significant business, economic, regulatory, market and competitive uncertainties, and actual results may differ materially from those expressed in, or implied by, such projections or metrics. Inclusion of any such projections or metrics should not be regarded as a representation by the Company, NewHold or any other person that such results will be achieved, and recipients should not place undue reliance on such projections or metrics. Industry and Market Data This Presentation has been prepared by the Company and its Representatives and includes market data and other statistical information from third-party industry publications and sources as well as from research reports prepared for other purposes. Although the Company believes these third-party sources are reliable as of their respective dates, none of the Company, Goldman Sachs, BTIG or any of their respective Representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data's accuracy or completeness. Some data are also based on the Company's good faith estimates, which are derived from both internal sources and the third-party sources. None of the Company, Goldman Sachs, BTIG or any of their respective Representatives makes any representation or warranty with respect to the accuracy of such information. Non-GAAP/Non-IFRS Measures This Presentation may include certain non-GAAP and/or non-IFRS financial measures that management believes provide useful supplemental information regarding the performance of the business. Such measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP or IFRS, as applicable. Other companies may calculate such measures differently, and therefore such measures may not be comparable to similarly titled measures presented by other companies. Trademarks and Intellectual Property All trademarks, service marks, and trade names of a person or its affiliates used herein are trademarks, service marks, or registered trade names of such person or its affiliate, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any person, or an endorsement or sponsorship by or of any party. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any person or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names.
Risk Factors 4 Investor Presentation / May 2026 Certain factors may have a material adverse effect on the business, financial condition and results of operations of NewHold, newcleo or any combined company created pursuant to the Transactions (the "Combined Company" and, together with NewHold and newcleo, the "Parties") and your proposed investment through the Transactions. Additional risks that the Parties are unaware of, or that the Parties currently believe are not material, may also become important factors that materially adversely affect any of the Parties. If any of the following risks actually occur, the business, financial condition, results of operations and future prospects of the Parties could be materially and adversely affected. In that event, the trading price of the Combined Company's securities following the Transactions could decline, and you could lose all or part of your investment. Many of the risks and uncertainties affecting the Combined Company below are also relevant to an investment in NewHold, and investors in NewHold may be affected by such risks and uncertainties. Risks Related to newcleo's Business and Operations Following the Transactions • newcleo has not yet constructed any LFR power plants or MOX fuel manufacturing plants or entered into any binding contract with any customer to operate an LFR or MOX fuel manufacturing plant, and there is no guarantee that it will be able to do so in the future. • newcleo has a limited commercial operating history in a rapidly evolving industry. As a result, it is difficult to evaluate and prepare for all the risks and challenges it may encounter. • newcleo has no experience in operating a company that builds and operates commercial nuclear power plants or that licenses customers' technology to build and operate commercial nuclear power plants. • newcleo is an early-stage company with a history of financial losses, and it expects to incur significant expenses and continuing financial losses at least until its LFR and fuel manufacturing plants become commercially viable, which may never occur. • newcleo's construction and delivery timeline estimates for its plants, facilities and other equipment may increase due to a number of factors, including the degree of pre-fabrication, standardization, licensing regulation, on-site construction, long-lead procurement, contractor performance, plant pre-operational and startup testing and other site-specific considerations. • newcleo's LFRs are expected to rely on MOX fuel. • Building a new LFR plant or fuel manufacturing plant is challenging as a result of many factors, including regulatory and construction complexity, and may take longer or cost more than newcleo expects. • newcleo's LFR and fuel manufacturing plants may not operate as planned. • newcleo's supply base may not be able to scale to the production levels necessary to meet sales projections. • newcleo relies on a limited number of suppliers for certain materials and supplied components, some of which are highly specialized and are being designed for first-of-a-kind or sole use in its plants, and newcleo and its third-party vendors may not be able to obtain sufficient materials or supplied components to meet their manufacturing and operating needs or obtain such materials on favorable terms. • newcleo's business operations rely heavily on securing agreements with suppliers for essential materials and components that will be used to construct its plants. • newcleo's plant designs may not attract customers as quickly as it expects, or at all. • Customers may rescind or back out of non-binding agreements, which could adversely affect newcleo's revenue streams, project timelines and overall financial performance. • newcleo depends on key executives, management and other highly skilled personnel to execute its business plan and conduct its operations, and the departure of key personnel could have a material adverse effect on its business. • newcleo's business plan requires it to attract and retain qualified personnel, including personnel with highly technical expertise, and its failure to do so could have a material adverse effect on its business. • Some members of newcleo's management team have limited experience in operating a public company. • If newcleo fails to manage its growth effectively, it may be unable to execute its business plan, which could have a material adverse effect on its business prospects, financial condition, results of operations and cash flows. • There is limited to no commercial operating experience for lead-cooled fast reactors of this type, configuration and scale, which creates risks in cost and timeline estimates and may result in greater than expected construction cost, licensing timelines, deployment timelines, maintenance requirements, differing power output and greater operating expense. • Successful commercialization of new, or further enhancements to existing, alternative carbon-free energy generation technologies may prove to be more cost effective or appealing to the global energy markets and therefore may adversely affect market demand for newcleo's LFRs and plants. • The market for alternative carbon-free energy generation technologies has not yet been established and may not achieve the potential newcleo expects or may grow more slowly than expected. • Competition from existing or new competitors or technologies could cause newcleo to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and the loss of market share.
Risk Factors 5 Investor Presentation / May 2026 • The cost of MOX fuel may not be cost competitive with energy generated from other sources, which could materially and adversely affect newcleo's business prospects, financial condition, results of operations and cash flows. • Changes in the availability and cost of oil, natural gas and other forms of energy are subject to volatile market conditions that could adversely affect newcleo's business prospects, financial condition, results of operations and cash flows. • newcleo's investment in MOX fuel production may not provide the return it expects, and the market for recycled nuclear fuel in the United States and abroad may never be established or may be smaller or grow more slowly than expected. • newcleo and its customers operate in a politically sensitive environment, and negative public and political perceptions of nuclear energy and radioactive materials could materially and adversely affect newcleo, its customers and the markets in which it operates. • Incidents involving nuclear energy facilities in the United States or globally, including accidents, terrorist acts or other high-profile events involving radioactive materials, could materially and adversely affect the public perception of the safety of nuclear energy, newcleo's customers and the markets in which it operates. • Russia's invasion of Ukraine is severely and unpredictably impacting global energy markets and supply chains, and rising concerns over a second severe nuclear accident in Ukraine could seriously hurt public reception to nuclear energy. • newcleo's ability to protect its patents and other intellectual property rights may be challenged and is not guaranteed. If newcleo is unable to protect its intellectual property rights, its business and competitive position may be harmed. • newcleo currently enjoys only limited geographical protection with respect to certain issued patents and trademarks and may not be able to protect its intellectual property rights throughout the world. • newcleo may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial fees and costs. • newcleo may be subject to claims of ownership and other rights to its patents and other intellectual property by third parties. • Compliance with the reporting obligations under the U.S. securities laws and Section 404 of the Sarbanes-Oxley Act requires expenditures of capital and other resources and may divert management's attention. If newcleo fails to comply with these reporting obligations or to maintain adequate internal controls, its operations, and investors' confidence in it, could be materially and adversely affected. • newcleo is subject to information technology and cyber security threats that could have adverse effects, including regulatory enforcement consequences, on its business and results of operations. Macroeconomic Risks Relating to newcleo's Business • newcleo may experience a disproportionately larger impact from inflation and rising costs. • Uncertain global macroeconomic and political conditions could materially adversely affect newcleo's business prospects, financial condition, results of operations and cash flows. • newcleo's cost estimates are highly sensitive to broader economic factors, and its ability to control or manage its costs may be limited. • The direct and indirect impact on newcleo and its customers from severe weather and other effects of climate change could adversely affect newcleo's financial condition, operating results and cash flows. • The occurrence of adverse events, cancellations of significant projects, delays in project timelines, adjustments in cost structures and other negative developments announced by competitors could have an impact on newcleo's operations, financial performance and future prospects. • newcleo's expectations regarding changes in the sustainability industry may not materialize to the extent it expects, or at all. Risks Relating to Compliance with Law, Government Regulation and Litigation • The nature of newcleo's business requires it to interact with various governmental entities, making it subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities, and newcleo may be negatively or positively impacted by any change thereto. • newcleo's LFRs and plants will be highly regulated by U.S. and foreign regulators. • newcleo's operations and business plans could be significantly impacted by changes in federal, state and local government policies and priorities. • Changes in governmental agency budgets, as well as staffing shortages at national laboratories and other governmental agencies, may lengthen newcleo's estimated timelines for regulatory approval and construction. • newcleo may pursue government awards involving cost-share related to its R&D work, which could be affected by its failure to comply with certain laws and regulations.
Risk Factors 6 • newcleo's business is subject to stringent export control laws and regulations. Unfavorable changes in these laws and regulations or government licensing policies, newcleo's failure to secure timely government authorizations under these laws and regulations, or its failure to comply with these laws and regulations could have a material adverse effect on newcleo and its ability to expand. • Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on newcleo's performance or business prospects. • newcleo may become involved in litigation that may materially adversely affect it. • newcleo's failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Transactions are consummated could negatively impact its business. • newcleo's customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws. • newcleo's operations involve hazardous materials and highly technical processes, requiring strict compliance with safety procedures, guidelines and regulatory requirements. Any failure of the measures newcleo has implemented to address potential issues related to its operations could adversely affect its business. • newcleo is subject to laws and regulations governing the use, transportation and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions. • newcleo will have extensive nuclear liability coverage via well established and extensive global nuclear liability regimes and nuclear liability insurance policies. Where these would not apply newcleo will seek to cover such gaps in nuclear liability coverage in its contracts, but such coverage may not always be possible as an operator of nuclear reactors, and such liability could materially and adversely affect its business, results of operations and financial condition. Risks Relating to newcleo's Capital Resources • The amount of time and funding needed to develop newcleo's LFRs and plants may significantly exceed its expectations, and if there are significant redemptions in connection with the Transactions, newcleo may need to make significant adjustments to its business plan or significantly delay, scale back or discontinue the deployments of its facilities and/or some or all of its research and development programs and will need to seek additional capital. • In order to fulfill its business plan, newcleo will require additional funding in addition to any funding resulting from the Transactions. Such funding may be dilutive to investors, may result in a decline in the market price of the Combined Company's securities, and no assurances can be provided as to the availability or terms of any such funding. • newcleo's business plan includes the use of investment tax credits, production tax credits or other forms of government funding to finance the commercial development of its LFRs and plants, and there is no guarantee that its projects will qualify for these credits or that government funding will be available in the future. • Changes in tax laws could adversely affect newcleo's business prospects and financial results. • There is substantial doubt about newcleo's ability to continue as a going concern, and it may require additional future funding whether or not the Transactions are consummated. • newcleo's actual operating results may differ significantly from its guidance. • newcleo's financial results may vary significantly from quarter to quarter. • The Combined Company may qualify as an emerging growth company within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies. • Changes in newcleo's accounting estimates and assumptions could negatively affect its financial position and results of operations. • It may be difficult to enforce U.S. judgments against newcleo. • Fluctuations in foreign currency exchange rates may adversely affect newcleo's results of operations and cash flows. • Reports published by analysts, including projections in those reports that differ from actual results, could adversely affect the price and trading volume of the Combined Company's securities. • Market values of growth-oriented companies like newcleo, particularly companies that entered into business combination agreements with SPACs, have been affected by adverse economic and market forces, which may induce downward pressure on the price and trading volume of the Combined Company's securities. Investor Presentation / May 2026
Risk Factors 7 • Securities of companies formed through SPAC mergers such as the Transactions may experience a material decline in price relative to the share price of NewHold prior to the Transactions. • The Parties will incur significant transaction costs, and these transaction costs add risk to newcleo's ability to be a going concern and/or act on its business plan. Risks Related to Our Illustrative Revenue Streams • The illustrative capacity figures and revenue streams included in this presentation are illustrative in nature, are based on a number of assumptions, and may not reflect our actual future performance. • The illustrative revenue streams presented in this presentation are estimates only, reflecting management's current expectations and based on numerous assumptions. • The illustrative revenue streams presented in this presentation may not be realized, and actual results could differ materially from the illustrative estimates presented. • Successful commercialization of new, or further enhancements to existing, alternative carbon-free energy generation technologies, such as adding carbon capture and sequestration/storage mechanisms to fossil fuel power plants, wind, solar, geothermal or fusion, may prove to be more cost effective or appealing to the global energy markets and therefore may adversely affect the market demand for our LFRs and plants, potentially adversely affecting our ability to successfully commercialize our LFRs and plants. Risks Related to NewHold and the Transactions • NewHold may not be able to obtain the required shareholder approval to consummate the Transactions. • NewHold's sponsor, directors and officers may have potential conflicts of interest in recommending that NewHold's shareholders vote in favor of the Transactions. • NewHold's sponsor, directors and officers have agreed to vote in favor of the Transactions, which increases the likelihood that NewHold will receive the requisite shareholder approval regardless of how NewHold's public shareholders vote. • The ability of NewHold's public shareholders to exercise redemption rights with respect to a large number of public shares could deplete NewHold's trust account prior to the closing of the Transactions and thereby diminish the amount of capital available to the Combined Company. • NewHold's sponsor may receive a positive return on its founder shares, even if NewHold's public shareholders experience a negative return on their investment after the consummation of the Transactions. • NewHold cannot assure you that its due diligence review of newcleo's business has identified all material issues or risks associated with its business or the industry in which it operates. • NewHold's shareholders will experience significant dilution as a consequence of the Transactions and related financings. • The consummation of the Transactions is subject to a number of conditions and may be terminated. If the conditions to closing are not satisfied or waived, the transaction agreements may be terminated in accordance with their terms and the Transactions may not be completed. • Neither NewHold nor its shareholders may have the benefit of any indemnification, escrow, price adjustment or similar post-closing protection if any representations or warranties ultimately prove to be inaccurate or incorrect. • NewHold's directors and officers will have discretion as to whether to agree to changes or waivers in the terms of the Transactions, and their interests in exercising that discretion may conflict with the interests of NewHold's public shareholders. • Following the consummation of the Transactions, an active trading market for the Combined Company's securities may not be available on a consistent basis to provide shareholders with adequate liquidity. • Because there are no current plans for the Combined Company to pay cash dividends for the foreseeable future, shareholders may not receive any return on investment unless the Combined Company's securities appreciate in value. • Following the consummation of the Transactions, the Combined Company may be subject to an increased risk of securities class action litigation. • There can be no assurance that the Combined Company will be able to meet the initial listing standards of any stock exchange, or, following the closing of the Transactions, comply with the continued listing standards of the applicable stock exchange. Investor Presentation / May 2026
I. Executive Summary Table of Contents III. Technology Overview II. Company Overview 8 IV. newcleo Operations V. Commercial Strategy & Partnerships VI. Market Opportunity 50 9 29 35 41 46 VII. Transaction Summary 53 Investor Presentation / May 2026
I. Executive Summary Investor Presentation / May 2026 9 newcleo engineers working on the HUSTLE and SOLEAD facilities
Transaction Summary Key Highlights Leadership Expected Net Proceeds • $209mm cash in trust from NewHold Investment Corporation III (Nasdaq: NHIC) 1 • $220mm PIPE commitments in place; certain trust shareholders have entered into non - redemption agreements • $374mm 2 in net proceeds to fund commercialization and accelerate growth Stakeholder Commitments • new cleo shareholders retaining 100% of existing equity • NHIC founder shares subject to performance hurdles • new cleo shareholders and NHIC sponsor subject to post - transaction lock - ups Valuation • ~$2.4bn 3 pre - transaction equity value, subject to upward adjustment for cash raised by new cleo pre - closing • Attractive valuation relative to other leading energy technology companies Expected Pro Forma Ownership • 84.4% existing shareholders (100% equity retention) • 8.1% SPAC including founder shares 4 • 7.6% PIPE investors Co - founder, CEO of new cleo Stefano Buono Group CFO of new cleo Jon Stranske Co - founder, Deputy CEO, COO of new cleo Elisabeth Rizzotti CEO of Newhold Investment Corp III Kevin Charlton Note: NewHold Investment Corporation III is referred as NewHold or NHIC in subsequent pages. 1 Based on NewHold cash in trust as of December 31, 2025. Assumes no redemptions. | 2 Reflects assumed $209 million of NewHold cash in trust plus $220 million PIPE less estimated transaction expenses. | 3 Includes currently outstanding shares and vested options. | 4 Assumes no redemptions and $220 million PIPE. Includes shares held by public holders and Founder Shares that immediately vest and excludes shares subject to price vesting and warrants held by the Founder. Investor Presentation / May 2026 10 new cleo is an advanced nuclear company developing fast - reactor technology and closed loop fuel - cycle solutions. The proposed transaction contemplates a business combination between NewHold Investment Corporation III, a publicly - listed SPAC, and new cleo, a privately - held operating business.
Investor Presentation / May 2026 11 "newcleo's mission is to develop the safest and most advanced nuclear reactor to close the fuel cycle. newcleo will provide a competitive solution to the world's clean electricity needs while reducing the world's nuclear waste liability." – newcleo co-founders Stefano Buono, Luciano Cinotti, and Elisabeth Rizzotti A black and white play button AI-generated content may be incorrect.
newcleo Overview Note: Includes revenue generated from Manufacturing and EPCM Subsidiaries. 1 Partnership agreements with LFR Industrial Applications Partners are non-binding commitments intended to outline the framework for a strategic partnership. | 2 Includes revenue, other income, and financial income in 2024. 12 Investor Presentation / May 2026 A new, vertically integrated and derisked player in nuclear energy with established facilities and strong partnerships $780m+ Private funds raised $80m Revenues in 20242 30+ Years of leadership in lead technology 31 Patent Families 2021 Operations launched Offices (16) Sites (3) Land acquisitions under way Factories (3) Qualification, R&D, and training centres (3) LFR Balance of Plant (BoP) Engineering Joint Venture LFR Industrial Applications Partners1 Key Partnerships and Relationships Mixed Oxide (MOX) Fuel Manufacturing MOX enables the recycling of plutonium and other nuclear materials from spent reactor fuel, reducing waste and providing a long-term, secure fuel supply Lead-Cooled Fast Reactor LFR, powered by MOX fuel, can operate at safe atmospheric pressures and high thermal efficiencies, enabling emission free, low-cost baseload power Core Business Offerings Manufacturing and EPCM Subsidiaries MOX Fuel Manufacturing Partnership LFR Deployment Joint Venture 900+ Employees newcleo's diversified recurring revenue streams include license sales; engineering services and EPCM contracts; components and nuclear fuel; and, maintenance and operational support LFR Research Partners
Capitalizing on Favorable Market Tailwinds 13 7,034 12,193 2024 2026 2028 2030 2032 2034 2036 2038 2040 newcleo is in pole position to capture outsized growth Source: World Nuclear Association, BNEF New Energy Outlook 2025 – Net Zero Scenario. Energy Diversification and Independence Diversification and resilience of fuel sources has become a priority amid geopolitical dynamics Unprecedented Demand Growth 3.5% annual load growth rate through 2040 compared to ~0.5% historically, largely driven by datacenter load for AI Critical Raw Materials Bottlenecks Nuclear power plants use 90% fewer critical materials than solar and wind Favorable Policy Shifts U.S. Executive Orders mandate 4x expansion of nuclear by 2050 while the EU Alliance on SMRs has developed a Strategic Action Plan to support next-gen nuclear U.S. and Europe Electricity Demand 2024A – 2040E (TWh) '24A – '40E CAGR: 3.5% Projected ~75% increase from 2024 to 2040 Grid Stabilization and Network Flexibility Firm, 24/7 power required to serve industrial and data center load, backup intermittent resources, and backfill legacy fossil asset retirements Europe United States Investor Presentation / May 2026
Management Operational History for LFRs and MOX Fuel Manufacturing LFR MOX Fuel newcleo is building on seven decades of research and development Investor Presentation / May 2026 14 60s / 70s Inception Technology was born in the Soviet Union's submarine program, delivering a staggering 80 years of cumulative real-world experience France pioneered recycling of spent nuclear fuel - turning waste into powerful MOX assemblies 90s Advancement International collaboration with newcleo's founder drove breakthroughs in LFR design France and Belgium manufacture MOX for light water reactors (LWR) and fast neutron reactors (sodium) Today Deployment Russia and Europe are setting pace for LFR deployment; BREST-OD-300 construction being finalized French MOX technology powers 30 LWRs worldwide and is a viable fuel solution for upcoming AMRs, such as newcleo's LFR CIRCE – NEXTRA Built 2001
newcleo's Technological Advantages 15 Inherent/passive safety, reducing impact of any potential incident Design simplification, decreasing structure costs High operating temperature, enabling industrial applications 26 Patent families1, covering decades of research on LFRs newcleo's closed fuel cycle fosters a synergistic relationship that provides lasting structural advantages over competitors Key Advantages Gen IV Advanced Modular Reactors (AMRs) cooled by liquid lead and powered by MOX fuel Reactor fuel composed of uranium oxide and plutonium oxide made from spent nuclear waste Energy extraction from spent fuel maximized Supply security driven, lowering fuel costs Multi-recycling of fuel enabled, pairing seamlessly with LFRs Ready for commercialization LFR and MOX technologies are rooted in decades of research and operation with several existing proof of concepts globally 1 2 3 4 1 2 3 4 Under development in Brasimone, Italy A lifetime of clean energy, coin-sized 1 Includes pending patents. Development Status: Primary systems validated through non-nuclear test loop Lead-Cooled Fast Reactors (LFR) Mixed Oxide Fuel (MOX) Investor Presentation / May 2026
Lead has Unique Advantages for Developing a Fast Reactor 16 newcleo's LFR technology harnesses the favorable properties of lead while enhancing safety and efficiency Favorable Characteristics Challenges Solved Lead Properties Safety Plant Efficiency Cost- Effective Commercial Application Atmospheric Pressure Operations ✓ ✓ ✓ Chemically Inert ✓ ✓ ✓ High Operating Temperature ✓ ✓ ✓ High Heat Transfer and Thermal Capacity ✓ ✓ ✓ Processes Nuclear Waste, Reducing Radiotoxicity and Long-Term Waste Burden ✓ ✓ ✓ Corrosive Properties Corrosion of standard steels in lead is negligible below 480°C-500°C. For higher temperatures unlocking enhanced system efficiency, newcleo has developed proprietary steel alloys and other solutions. High Density Design solutions confirmed by 25 years of operating experience have turned challenges into advantages newcleo's R&D program has consistently and systematically identified and qualified technical solutions to address known challenges with lead Investor Presentation / May 2026
Progress to Date Reinforces Confidence in the Path Forward 17 newcleo has made significant and tangible strides demonstrating rapid progress towards physical products • Brasimone is the world's largest center for lead-cooling technology development and qualification • Since the agreement with ENEA in 2022, newcleo has invested ~$53m in the facility, with 30 engineers working on-site Brasimone Research Facility OTHELLO • 10 MW non-nuclear testbed designed to integrate subsystems to produce power, representative of commercial scale operations • Anticipated completion by end of 2026 PRECURSOR • 2 MW loop to validate LFR primary system's main components such as steam generator, primary pump and core • Completed in Q4 2025 Investor Presentation / May 2026
Provider of Additional EPCM Services Revenues that scale with deployed fleet size: 1. Refuelling, maintenance and replacement of spare parts and various components 2. Safety / security checks 3. Regulatory and other technical and administrative support services Subsidiaries provide near-term revenue for reinvestment: 18 newcleo Brings a Holistic Approach to the Nuclear Value Chain Reactor / Fuel Plant Developer One-time, high-margin, per deployment fees: 1. IP licensing 2. Site development 3. Equipment sales [supply / provision] 4. Engineering services [supply / provision] 5. Operator training Project Owner De-risk early deployment via equity ownership alongside industrial and public partners: 1. First Of A Kind (FOAK) LFR 2. Multi-Fuel plant in the U.S. 3. Slovakia LFR deployment 4. MOX manufacturing plant in Europe Nuclear Operator newcleo will act as a nuclear operator, for those industrial clients (e.g., AI data center developers) with no established nuclear expertise JV with Off-Taker newcleo is exploring joint ventures with off-takers (e.g. data centers) to leverage deployment synergies Near-Term Revenue Streams Future Opportunities newcleo offers a unique, capex-light business model supported by diverse revenue streams Any nuclear project requires many roles to be filled; newcleo's approach can help aggregate demand and create partnerships Investor Presentation / May 2026
19 Vertical Integration and Supply Chain Partnerships1 newcleo obtains access to decades of expertise and critical capabilities through supply chain partnerships and targeted M&A In-House Subsidiaries Selected Industrial Partners Lead System Components ✓ ✓ Lead / Water Pumps ✓ Fuel Assembly ✓ ✓ Reactor Vessel ✓ ✓ Oxygen Control System ✓ ✓ Balance of Plant ✓ Control Rods ✓ ✓ * denotes supplier who also invested in newcleo | 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. NEXT-N JV newcleo's approach to vertical integration and partnerships substantially de-risks LFR project delivery * * SRS colleagues working on OTHELLO's piping and welds Fucina has additional 6,000 m2 of land that will be a future newcleo production facility Rütschi colleague assembling a pump's motor ✓ ✓ ✓ ✓ ✓ ✓ ✓ Investor Presentation / May 2026
Path to Commercialization: Successive Large-Scale Deployment 20 Electric Power / Production Capacity Milestones & Objectives1 Expected Completion Existing / Expected Location Current Status newcleo is delivering incremental hardware milestones to build technical and commercial credibility for future scaling 1 There can be no assurance that any project milestone will be completed on the timelines illustrated, or at all. Key risks include, but are not limited to, regulatory approval, availability and cost of financing, supply chain constraints, and site and environmental conditions. FOAK LFR PRECURSOR OTHELLO MOX Factory Brasimone, Italy 10 MWth (non-nuclear) 2026 Construction in progress • Designed to integrate multiple subsystems to produce power, representative in size, system complexity and thermal-hydraulic performance of FOAK LFR • Enables testing of full-plant behaviour Brasimone, Italy 2 MWth (non-nuclear) 2025 Operational • Designed to test LFR primary systems, including steam generator, primary pump and fuel assembly • Validates thermal-hydraulic performance and properties United States 200 MWe 2032 Basic design in progress • First commercial, utility-scale LFR deployment in the U.S. • Beginning informal education and engagement process with NRC while expecting feedback on 2025 Safety Options filing from French nuclear regulator • Advanced stage offtake and siting discussions United States / France 40 tHM / year 2031 Detailed design in progress • Site in France acquired • Received positive feedback on Safety Options filing from French nuclear regulator ASNR • Public debate process ongoing over selected site • Engaged with NRC on regulatory approval MOX LFR Investor Presentation / May 2026
newcleo's Winning Formula: Credible Path to Commercial Scale 21 newcleo's U.S. strategic roadmap paves a clear path forward with defined milestones to deployment Success Factors Quickly growing 90,000+ tons of spent fuel High Uranium prices and concentrated sources limit new supply U.S. Deployment Progress Fuel and LFRs for AI Infrastructure ✓newcleo is paving the way for a reliable MOX fuel front-end supply ✓Focusing on the eastern U.S. as a strategic hub for AI applications ✓A DOE RFP has been issued, which offers land, power Gen+AI and allows newcleo to build its FOAK LFR + AI at Savannah River Deployment Today Initial Engagement 2025 Partnerships and Discussions ✓Active engagement with US Government, Congress, and NRC ✓Partnership with Oklo signed in October 2025 ✓Partnership1 signed with IP3 to co-locate newcleo's FOAK with AI infrastructure ✓Joint application to Plutonium RFA with Oklo Commercialization-ready MOX fuel-recycling technology newcleo has a diversified and international commercial pipeline of 9.2 GW with significant growth potential Vertically integrated supply chain and partnerships de- risks LFR deployment Favorable U.S. Market newcleo's Solution Unprecedented baseload growth derived from data center Track record of successful regulatory engagement Bipartisan nuclear policy and regulatory support 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. Investor Presentation / May 2026
newcleo's Economics are Driven by Diversified Revenue Streams and Durable Margin Advantage 22 IP / Licensing Fees ▪ Site development support, engineering services, operator training, and the supply of highly specialized, reactor-specific components1 produced by the company, its subsidiaries, or partners ▪ Margins supported by technical complexity, IP exclusivity, and a limited pool of qualified suppliers, especially amid tightening nuclear supply chains Revenue: $60mm - $175mm Contribution Margin: 100% Investor Presentation / May 2026 Illustrative economic figures based on management's expected commercial reactor specifications (per 200 MWe reactor) MOX Fuel Sales Services and Equipment Pre-COD: Revenue: $250mm - $375mm Contribution Margin: 15% - 40% Revenue: $1,155mm - $2,095mm Contribution Margin: 40% - 65% Post-COD: Revenue: $200mm - $605mm Contribution Margin: 20% - 40% ▪ newcleo's existing technical expertise in fuel fabrication, inclusive of initial fuel load and ongoing refueling (pre- & post-COD) ▪ MOX fuel pricing is derived from defined unlevered internal rates of return ▪ Supported by a detailed MOX factory capital expenditure estimate totaling approximately $2,400 million ▪ Grants the right to use tightly integrated design specifications, technical documentation, engineering standards, and know- how that are essential to plant construction ▪ Derived from management's internal benchmarking of established industrial and nuclear IP licensing practices ▪ Certain services are already performed by Rutschi for operating reactor fleets today, with additional maintenance capabilities expected to be developed over time, supported by contributions from operating subsidiaries ▪ Derived from an assumed share of ongoing operations and maintenance activities over the reactor operating life Management expects that approximately 20% - 25% of total revenue would be recognized pre-COD, with the remaining approximately 75% - 80% recognized post-COD over the 60-year operating life of the reactor 1 Equipment revenues focus on highly specialized, reactor specific components such as LFR pumps, steam generators, vessels, shutdown and control bars, decay heat removal systems, fuel handling systems, and related hardware, produced by our partners or us, for which there are limited qualified alternative suppliers besides newcleo.
Strategic Commercial Partnerships 23 newcleo has developed several key partnerships that further de-risk and validate its LFR and MOX deployment model LFR Partnerships JAVYS/Slovakia Joint Venture • In June 2025, newcleo established a joint venture with JAVYS, the Slovak state-owned nuclear company to deploy up to four LFR- 200 reactors at the retired Bohunice nuclear site • Reactors will be on an accelerated approval timeline and will be powered by MOX fuel NEXT-N Joint Venture • In June 2025, newcleo and NextChem, a subsidiary of Maire, established a JV to deliver balance of plant engineering services for newcleo's LFRs and other nuclear developers Bohunice nuclear site, Slovakia newcleo/NextChem Joint Venture team at Brasimone Oklo Partnership • On October 17, 2025, newcleo announced a partnership with Oklo to build an Advanced Fuel Manufacturing Facility in the U.S. Fuel Partnerships "This agreement to implement newcleo's advanced fuel expertise into Oklo's powerhouses and invest $2 billion into American infrastructure and advanced fuel solutions is yet another win for President Donald J. Trump's American Energy Dominance Agenda" - Doug Burgum Secretary of the Interior and Chairman of the National Energy Dominance Council Regarding the Oklo Partnership • Anticipated factory will supply newcleo's LFRs reactors with MOX and other reactors with advanced fuels, diversifying future revenue streams • Submitted RFA to DOE for Pu award alongside Oklo in November 2025 Investor Presentation / May 2026
24 Strategic Partnerships Leveraging LFR Technology1 • Signed agreement to explore offshore applications of newcleo's Small Modular Lead-cooled Fast Reactor (SM-LFR) technology • Includes feasibility study for floating nuclear power plants to supply clean energy and heat to offshore facilities • Fincantieri, RINA, and newcleo signed agreement develop cutting-edge nuclear technologies • Will integrate newcleo's innovative LFRs into maritime applications to deliver zero- emission energy • Signed agreement to use nuclear energy to power and supply heat for steel production, reducing reliance on fossil fuels • Leverages Danieli's metallurgical expertise Maritime applications Naval propulsion Maritime applications Floating NPPs Industry decarbonisation Heat for ind. processes • Agreed to develop solutions for production of clean hydrogen and ammonia • Established JVC combining NEXTCHEM's expertise with newcleo's nuclear technology to create new IP and accelerate LFR commercialisation Low-carbon H production Ammonia production newcleo's state-of-the-art LFR technology is well-suited for high electricity consumption and heat demanding industrial applications 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. Investor Presentation / May 2026
CEO with a Proven Track Record of Delivering Superior Returns to Public Shareholders 25 Source: Bloomberg 1 Represents absolute annualized share price performance (excludes dividends) until acquisition announcement. Stefano Buono Chief Executive Officer • Founded and scaled Advanced Accelerator Application S.A. into a global nuclear medicine leader • Led R&D, regulatory approvals, and industrial scale-up • Raised ~$239mm of capital; completed successful NASDAQ IPO • Delivered 500%+ returns: Advanced Accelerator Application S.A. was acquired by Novartis for $3.9bn 0 % 50 % 100 % 150 % 200 % 250 % 300 % 350 % 400 % 450 % 500 % 550 % Nov-15 May-16 Nov-16 Apr-17 Oct-17 Indexed Share Price Performance AAAP | 503 % S&P 500 | 124 % S&P 500 Healthcare | 114 % $80.50/share 127 % 12 % 7 % AAAP S&P 500 S&P 500 Healthcare Advanced Accelerator Application S.A. Significantly Outperformed Key Benchmarks in Shareholder Return from IPO to Sale¹ AAAP showcased superior annualized returns1 relative to the broader S&P 500 and the Healthcare Indices 11-Nov-2015: AAAP $75mm IPO at $16.00 per share 30-Oct-2017: Novartis AG acquires AAAP for US$3.9 billion Proven public company leader Disrupted an industry by building an integrated theranostics platform, pairing diagnostics and therapy Proven capital raising, team building, and investor value creation End-to-end execution across development, regulation, and capital markets newcleo's leadership brings deep expertise in building and commercializing nuclear technologies Investor Presentation / May 2026
Khalil Bukhari • UK-qualified nuclear law expert with deep experience in nuclear materials, transport & liability • Former GC of UK government nuclear entity; senior advisor to IAEA & OECD-NEA on nuclear liability law and regulation General Counsel Executive Team 26 • Nuclear physicist with prior experience at CERN/CRS4 • Founded and took public Advanced Accelerator Application which was acquired by Novartis for $3.9bn, building it from zero to market • Chairman of LIFTT, a not-for-profit investment holding focusing on innovation and technology transfer from research institutions Co-Founders with World-Class Nuclear and Executive Experience Stefano Buono Chief Executive Officer, Co-Founder Elisabeth Rizzotti • Physicist with prior work experience at CERN • 30 years of work experience at international consulting companies and Italian commercial banks Chief Operating Officer, Deputy CEO, Co-Founder Core Business, Technical, and Regulatory Team with International Experience Across the Full Value Chain James Cook • Seasoned entrepreneur and executive with a wealth of experience in the healthcare and nuclear medicine sectors President, newcleo Americas Stéphane Calpena • Over 15 years of experience in licensing, environment, and safety for regulators in Europe • Extensive safety and licensing work for the design and construction of fusion reactors Global Licensing Director newcleo's team is focused on significant advancements towards commercializing clean, affordable and safe energy Sébastien de Monplanet • An experienced director with extensive experience and core skills in industrial operations, performance improvement, and International contract management • Leads a department of 20+ people at newcleo Global Supply Chain Director Emanuele Fontani Business Development Director MOX Fuel Director Gabriel Floch • An experienced professional in program and project management, mainly in the shipbuilding and nuclear sector • Leads a department of 120+ people at newcleo Luciano Cinotti • Nuclear engineer, former Ansaldo leader and Euratom representative • Chaired Gen-IV International Forum on Lead and authored most global LFR patents Chief Scientific Officer, Co-Founder Ruggero Corrias • Former Italian Ambassador (8 years in the U.S., 8 years in Europe, 4 years in LatAm, 3 years in Balkans) • Prev. Head of the Press Directorate of the Italian Foreign Ministry Chief Public Affairs Officer Jon Stranske Chief Financial Officer • Held senior finance roles in large technology, software, and healthcare companies with experience across capital markets and project financing • Led GeneDx through a successful $500m listing at a $3bn valuation • A seasoned executive who has held various leadership positions in the energy and environmental sectors • Previously served as the Director of Operations at Sogin SpA in Rome, oversaw the decommissioning of nuclear facilities Investor Presentation / May 2026
What Sets newcleo Apart? 27 Investor Presentation / May 2026 A one-of-a-kind leading Gen IV reactor business among fast reactors in Europe (8 designs) #1 Per OECD Nuclear Energy Agency1, we rank... among European SMRs (19 designs), just behind Rolls- Royce SMR, but ahead of NUWARD #2 among fast reactors worldwide (17 designs), just behind TerraPower's Natrium #2 William Magwood, Director-General of the OECD Nuclear Energy Agency (OECD/NEA) and former Director of Nuclear Energy with the U.S. Department of Energy (DoE), is pictured here with the CEO of newcleo, Stefano Buono, during his visit to Brasimone, following their assessment in December 2025 1 From the OECD Nuclear Energy Agency's Edition 3.1 of its SMR Digital Dashboard (as of 30-Jan-2026)
Why newcleo? 28 Clear Path to Commercialization Defined technical, commercial and regulatory pathways, supported by successful regulatory engagement in France, established risk-sharing partnerships and deployment-ready MOX technology Iterative Hardware Deployment Hardware deployment roadmap (OTHELLO → PRECURSOR → LFR 200) systematically validates technical assumptions, refines cost projections and reduces execution risk before large scale deployment De-risked and Vertically Integrated Business Model In-house MOX fuel manufacturing, internal technology development and strategic manufacturing and EPCM company acquisitions create a de-risked business model Track Record of Execution and Delivery Demonstrated project execution capability with on-time, on-budget construction at the Brasimone research facility and the OTHELLO 2MW non-nuclear testbed facility Strategic Technology Selection LFRs powered by MOX fuel build upon seven decades of research to create a uniquely safe, efficient and nuclear waste-reducing ecosystem that supplies clean and secure baseload power Proven Team and Organization Built to Win Led by CERN-rooted cofounders and a CEO with a track record of successful exits and strong returns to investors; 900+ strong team of experienced nuclear engineers, materials scientists and commercialization experts 6 newcleo is a vertically integrated Gen IV technology and services business with proven regulatory leadership, strategic partnerships and a clear path to commercial deployment 1 2 3 4 5 Unique opportunity to participate in Europe's leading Gen IV reactor business Investor Presentation / May 2026
II. Company Overview 29 newcleo engineer working on the CORE-1 facility Investor Presentation / May 2026
newcleo Expansive Global Footprint With 900+ employees1 and $780m+2 invested capital, newcleo is a rapidly growing company that is expanding its global reach, specifically with operations across Europe and U.S. 320+ Engineers 70+ Researchers 20+ Supply Chain 20+ Regulatory 20+ Business Support Functions3 newcleo's Team of Professionals 30 Strategically Acquired Businesses 140+ Employees ~65 Employees ~80 Employees 1 Total employee headcount includes additional roles not reflected in the functional breakdown above. | 2 EUR/USD exchange ratio of 1.175 as of Dec 31, 2025. | 3 Inclusive of Finance, M&A, Communications, etc. These subsidiaries represent a meaningful source of revenue and cash flow generation Offices (16) Sites (3) Land acquisitions under way Factories (3) Qualification, R&D, and training centres (3) Powering newcleo's global strategy — multi-task execution, across locations Investor Presentation / May 2026
newcleo's Corporate Structure is Well Established in Six Key Geographies 31 Note: newcleo SA is owned by newcleo Ltd, with Stefano Buono holding one share. All subsidiaries are 100% owned by newcleo SA with the following exception (a) for newcleo Operations SA where one share is owned by Stefano Buono and (b) Fucina Italia Srl is 30% owned by SRS Servizi di Ricerche e Sviluppo Srl and 70% owned by newcleo Spa. Manufacturing and EPCM subsidiaries newcleo SA (France) newcleo Americas LLC (United States) newcleo Operations SA (France) newcleo Generation (UK) Ltd (United Kingdom) newcleo Spa (Italy) newcleo Real Estate Srl (Italy) Fucina Italia Srl (Italy) SRS Servizi di Ricerche e Sviluppo Srl (Italy) Pompes Rutschi SAS (France) newcleo Fuel Innovations SAS (France) newcleo LFR Innovations SAS (France) newcleo s.r.o (Slovakia) newcleo Ltd (United Kingdom) newcleo SA (Switzerland) Rutschi Fluid AG (Switzerland) NextN Spa (Italy) 40% 60% Newvys a.s. (Slovakia) 49% 51% newcleo 1 SAS (France) Investor Presentation / May 2026
32 newcleo's Business Model newcleo offers a unique capex-light business model supported by diverse, high-margin revenue streams LFR and MOX EPCM Revenues Project and Subsidiary Ownership • newcleo plans on owning 20%- 100% of early LFR and MOX projects to de-risk FOAK deployment and limit project capex • Demonstrates project economics and captures equity upside • In addition to technical expertise, subsidiaries provide pre-FOAK revenue for reinvestment • Supports newcleo's LFR/MOX- focused EPCM business Early Project Ownership Stake Manufacturing and EPCM Subsidiaries Recurring Technical Services Revenues that scale with deployed fleet size: 1. Replacement of spare parts and various components 2. Maintenance services 3. Inspection and safety checks 4. Refueling services 5. Technical support and software / cybersecurity updates 6. Other intellectual services such as regulatory / administrative support Plant Deployment One-time, high-margin, per deployment revenues: 1. IP licensing 2. Site development 3. Equipment [supply / provision] 4. Engineering services [supply / provision] 5. Operator training Investor Presentation / May 2026
Existing Project Snapshot 33 newcleo is focused on the advancement of its 2 MOX facilities and 2 LFR deployment sites U.S. LFR FOAK Slovakia Power Plant U.S. MOX Facility France MOX Facility Milestones Achieved • Partnership1 signed with IP3, CI and GTS to co-locate newcleo's FOAK LFR and AI infrastructure Next Steps • Submit first formal application to NRC (2027) • newcleo is expected to follow the 10CFR53 pathway for LFR with the NRC Undergoing Discussions Milestones Achieved • Partnership signed with Oklo to co-locate most advanced fuel manufacturing capacity (MOX and metallic fuel) • Submitted RFA to DOE for Pu award alongside Oklo in November 2025 • Informal discussions with NRC held on appropriate licensing pathway (expected to follow 10CFR70) Next Steps • Submit first formal application to NRC (2026) Milestones Achieved • JV established with JAVYS; site is expected to be contributed by JAVYS • Accelerated licensing pathway established with Slovak regulator UJD, in collaboration with ASNR Next Steps • Begin site development work with local partners Undergoing Discussions First-of-a-Kind Facilities in the U.S. Follow-up Facilities in Europe Jaslovské Bohunice, Slovakia Nogent-sur-Seine, France Milestones Achieved • Submitted and received positive ASNR regulator feedback on Safety Options filing • Currently undergoing public debate process to obtain public acceptance and license prerequisites • Contracted2 to acquire the land for future MOX facility; site is exclusively secured under protective terms Next Steps • Submit final application to ASNR (2027) 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. | 2 Completion subject to customary conditions precedent. Investor Presentation / May 2026
▪2023: Agreement with Fincantieri to explore LFR applications for ship propulsion ▪2025: JV with NEXTCHEM (a subsidiary of Maire) to provide design and technical services for balance of plant ▪2025: Strategic partnership with Oklo, for co- development of fuel manufacturing facility ▪Raised $780m+ of funds ▪16 offices, three sites, three factories and three qualification, R&D and training centers across the world ▪100+ industrial partners supporting global operations and delivery ▪Institutional engagement with the White House, DOE, Energy Dominance Council, NRC and key nuclear committees in Congress ▪2024 & 2025: Completed safety licensing filings for LFR reactor and MOX fuel production facility in France ▪2025: Concluded basic design of France sustainable MOX fuel facility and detailed design to begin in 2026 ▪2025: Received positive feedback from ASNR on Safety Options filing ▪2025: First MOX fuel training facility operational in France ▪2023: Three strategic acquisitions delivering global EPCM capabilities and equipment manufacturing ▪2023: LFR basic design maturity recognized by France 2030 ▪2025: JV with JAVYS in Slovakia to build up to four LFR reactors ▪2022: Research partnership signed with ENEA for Brasimone research facility ▪2025: Completed construction of 2MW OTHELLO LFR testbed ▪2025: First MOX fuel R&D facilities are operational; the technology is ready for commercialization newcleo's Regulatory, Operational & Commercial Milestones Since 2021, newcleo has achieved significant and tangible milestones in all key areas of its business LFR MOX Partnerships Testing Institutional / Regulatory Corporate 1 2 3 4 5 6 newcleo has achieved significant progress toward commercialization and institutional involvement in both its proprietary MOX fuel and LFR technology 34 Investor Presentation / May 2026
III. Technology Overview newcleo engineer testing materials in one of newcleo's laboratories 35 Investor Presentation / May 2026
Lead Cooled Fast Reactors (LFRs) Overview newcleo's LFRs enhance safety while simplifying the reactor design through the elimination of classical reactor components • Operates at atmospheric pressure, eliminating the need for thick forging • No significant energy release in the case of vessel failure • Boiling risk eliminated, due to boiling temperature of lead (1,749 oC) • Reactor able to switch off naturally with no damage • Lead fission product retention capability to enhance containment performance • LFRs can fission heavy elements which allow the system to recycle materials that conventional reactors cannot, creating a circular system that reuses spent fuel • The pool architecture and the use of lead provides strong thermal resilience and permits a two-loop approach; this avoids the complexity and inefficiency of three-loop systems (or more), which some other AMR technologies are reliant on • High operating temperature enables non-electrical uses (e.g., industrial heat applications) • Lead-cooling boast a compact and dense primary system, resulting in a size that is 3-4x smaller than conventional reactors • Several LFR modifications that are internationally patented • Favorable chemical properties (lead does not react with air and water) • High plant energy conversion efficiency Safety Features Key Benefits STEAM GENERATORS PRIMARY PUMPS DECAY HEAT REMOVAL SHUTDOWN DEVICE CORE AMPHORA-SHAPED INNER VESSEL REACTOR VESSEL REACTOR ROOF ROTATING PLUG 36 Investor Presentation / May 2026
newcleo LFR technology is Covered by 26 Patent Families newcleo's strategy is supported by a strong technical foundation that is internationally recognized Patent Family Category Patent Family Count High Lead Density / Compactness 9 Coolant Opacity 3 High Corrosion Resistance 2 Other 12 Total 26 37 newcleo has an extensive R&D program with several university and laboratory collaborations, along with its own laboratories, to support project innovation in reactor design • Primary pump • Steam generator with lead in cross-flow • Control and shut-down rods • Fuel assembly (innovate spacers & hydraulics, FA support from top and light radial core restraint) Innovation Areas Investor Presentation / May 2026
The synthesis of MOX Fuel and newcleo's LFR design achieves a closed loop ecosystem, enabling the multi-recycling of waste Fission fragments Minor amount of long-lived component Power Use as fuel Nuclear waste Ultimate waste MOX fuel manufacturing reactor Reprocessing • Reduces Nuclear Waste Stockpiles: MOX fuel is made by blending spent Plutonium (Pu) with depleted Uranium turning waste into re-usable fuel • Extends Uranium Resources: Reprocessing ensures greater energy extraction from existing sources and reduces NatU demand • Alternative Secure Fuel Supply: Decouples fuel supply from mining regions, ensuring long-term security of supply with no concerns around future availability • Established Usage: MOX fuel has already powered 44 nuclear reactors around the world since 1972 and produces 10% of France's electricity1 Key Benefits of MOX Fuel newcleo's MOX Facility Design Principles • Safe, secure, and physically protected • Highly automated to protect workers and the environment • Modular design with ability to add capacity • Ability to process Pu of varying qualities via mixing and homogenization • Efficient production and optimized waste generation • Rely on proven manufacturing processes and existing MOX fuel experts • Consider operations, maintenance and human factors in the basic-design 38 MOX-enabled Closed Fuel Cycle MELOX, currently the world's only commercial MOX fuel production facility, was built in 1995 in France 3D printed MOX fuel pellets used to verify newcleo's production processes newcleo has filed 5 individual patents for MOX Fuel and expects to file 2 additional patents in May 2026 1 Cited per Orano, "MOX, Recycling Nuclear Energy". Mixed Oxide Fuel (MOX) Overview Investor Presentation / May 2026
▪FASTER MOX Research and Training facility is operational ▪MOX Plant Conceptual and Basic Design has been completed ▪Next Steps: Detailed design on key equipment along with evaluation for reliability, maintenance, and cost MOX Deployment Readiness newcleo's innovative MOX fuel solution is globally recognized and ready for commercialization 39 3D render of newcleo's European MOX fuel production facility MOX Plant newcleo expects to build the first MOX fabrication facility for Fast Neutron Reactor (FNR) in the western hemisphere by 2031 Key MOX Milestones ▪Initial feedback received on safety options file from French nuclear regulator ASNR ▪Favorable opinion issued by Aube council for newcleo's European MOX site ▪Signed strategic partnership with Oklo to implement MOX fuel expertise in U.S. ▪Next Steps: Secure regulatory licenses in U.S. and Europe newcleo's MOX plants are designed to support global nuclear fueling needs, including Gen IV reactors Technical Commercial newcleo has already purchased parcels at Nogent- sur-Seine in France for its future MOX facility newcleo's EXPRESS electric press is undergoing validation testing to check production rates, reliability, and performance Investor Presentation / May 2026
Regulatory Achievements newcleo has a strong track record of successful regulatory engagement and validation across multiple jurisdictions ASNR (France) + UJD (Slovakia) NRC (United States) MOX LFR ▪ November 2024: 4-day safety options seminar held with regulators from France, Slovakia, Sweden, and Belgium on newcleo's LFR design ▪ December 2025: newcleo submits its safety options file, beginning the formal regulatory review process for its LFR design. Initial feedback from ASNR expected in 2026. Currently undergoing public debate process as per licensing regulation ▪ Through the JAVYS / Slovakia partnership, UJD anticipates an expedited approval process via collaboration with ASNR ▪ Anticipate submitting final application in 2027 ▪ December 2024: newcleo submits its safety options filing, beginning the formal regulatory review process for its MOX facility ▪ November 2025: ASNR returns positive safety options feedback ▪ Currently undergoing public debate process as per licensing regulation ▪ Anticipate submitting final application in 2027 ▪ newcleo is currently in preliminary discussions with the NRC about the appropriate regulatory pathway for approval, which included an in-person meeting in early March ▪ newcleo is expected to follow the 10CFR53 pathway for LFR with the NRC ▪ newcleo to also tackle the DOE-STD-1271-2025 process in parallel with DOE since DOE sites are envisioned for our first facilities ▪ November 2025: Submitted RFA to DOE for Pu award alongside Oklo, securing fuel supply for newcleo's MOX factory ▪ newcleo is currently in preliminary discussions with the NRC about the appropriate regulatory pathway (expected to follow 10CFR70) for approval, which included an in-person meeting in early March 40 ASN-hosted regulatory meeting with EU regulators from 4 countries to discuss newcleo's LFR design Investor Presentation / May 2026 Early Engagement with Regulators
41 newcleo and SRS colleagues checking the Core Simulator of OTHELLO facility IV. newcleo Operations 41 Investor Presentation / May 2026
Facilities Overview - FASTER Unique accelerator for design, experimentation and technology transfer for newcleo's MOX fuel Located in the Marcel Boiteux industrial park in Chusclan (Occitanie, France), this multifunctional non-nuclear centre integrates several key capabilities: • A training centre equipped with real operating systems, and virtual-reality environments to prepare operators • Experimental halls dedicated to the rapid design, prototyping, testing, and quick validation of equipment • Pre-installation and commissioning zones that allow the qualification of components before their integration into the MOX fuel factory • A "test and learn fast" hub for specialised engineering teams Key Test Facilities at FASTER FASTER Research and Training Center Deployment Status Purpose HELIO Operational Check the final helium content and pressure inside the pins GAINA Operational Verify pin assembly process such as plenum length, plug and pin decontamination, plugging and cladding devices, and quality of the welding DOSI-1 Installing (2026) Optimise the dosing valve, that include precision, cadence, waterproofing and overall behaviour DOSI-2 Design Test complete dosing line of uranium, plutonium, scrap to evaluate the overall behaviour of the system PRIMO Design Verify glove box design and provide training for future operators in glovebox handling procedures EXPRESS Design Verify the use of an electric press for the production process, assessing its operating rates, endurance, and overall performance HELIO Test Experiment GAINA Pin Assembly Result PRIMO Glove Box Training Facility 42 FASTER Facility: Fuel development and qualification facility located in Chusclan, France, dedicated to the readiness of the MOX Plant. Initial building acquired and operational; render depicts planned FASTER 2 expansion building Investor Presentation / May 2026
newcleo's Structured R&D Program Over ~$53m have been invested into newcleo's LFR R&D program to overcome historical limitations with lead cooled reactors 2023 - 2024 2025 2026 (today) Systems Integration HUSTLE In-service inspection & repair systems methods OTHELLO 2 MW assessment on LFR primary system main components Heat Exchange Component Qualification NACIE-LHT Qualification of heat-exchanging components and instrumentation DCI Dip-cooler instability testing w/2x DHR systems in- and ex-vessel CIRCE-NEXTRA Thermal-hydraulic characterization of components Lead Containment and Corrosion Testing CAPSULE Corrosion testing in stagnant lead CORE-1/ CORE-2 Corrosion and erosion testing in flowing lead EFESTO Pool-type facility for earthquake and sloshing test Objective PRECURSOR • 10 MWth non-nuclear precursor to LFR-AS-200 reactor validating every major system including balance of plant • Includes secondary system and operates at scale • Expected completion by end of 2026 43 Investor Presentation / May 2026
Incremental Testing Facilities for Phased De-risking of Technology Deployment Key Validation Points: ✓Thermal-hydraulic performance under an oxygen-controlled environment ✓Demonstrates integration of pump, steam generator and fuel assembly simulator ✓Instrumentation testing ✓Lead flow-induced vibration measurement ✓Validates coolant chemistry control 3D model of OTHELLO facility PRECURSOR Close-up shot of OTHELLO's steam generator and pump 44 3D model of PRECURSOR facility OTHELLO and PRECURSOR represent key technical validation points for newcleo's commercial scale LFR FOAK plant OTHELLO Completed 2025 2 MWth Completed by end of 2026 PRECURSOR hall under construction 10 MWth 3 MW Electric Power Generation (1 of 5 worldwide) Key Validation Points: ✓Electricity-generating reactor demonstration showcasing overall system integration, including all major non-nuclear subsystems ✓Validates high thermal-hydraulic performance of newcleo's lead-cooled design Investor Presentation / May 2026
45 PRECURSOR: Scaling Up for Commercial Deployment 2.15m-diameter, 6.5m-tall primary vessel with 104 tons of lead demonstrates PRECURSOR's commercial-scale build Note: Expected dimensions shown. Investor Presentation / May 2026
46 newcleo and Danieli & C. Officine Meccaniche S.p.A. signing a Memorandum of Understanding V. Commercial Strategy & Partnerships Investor Presentation / May 2026
Commercial newcleo has a Comprehensive Set of Relationships Across Commercial Institutions, Governments and Academic Labs newcleo has established partnerships with global institutions across the full value chain LFR Industrial Applications Partners1 MOX Fuel Manufacturing Partnership for U.S. Deployment Framework Agreement with JRC for LFR Development LFR Research Partnership through EAGLES consortium 47 Joint Ownership of Brasimone Research Center LFR Deployment Joint Venture Agreement to Explore Deployment of LFR Technology in Shipping Industry1 LFR Balance of Plant Engineering Joint Venture Agreement to Explore Integration of LFR Technology in Steel Industry1 Research Partnership for Development of Gen-IV Nuclear Innovation Collaboration to Test Key Materials for LFR Technology Note: newcleo maintains additional research partnerships across Europe. 1 Some of our strategic partnership agreements are Memorandums of Understanding and Letters of Intent, which are non-binding commitments intended to outline the framework for a strategic partnership. Research LFR Research Partnership through EAGLES consortium Investor Presentation / May 2026
Strategic Commercial Partnerships: LFRs JAVYS/Slovakia Joint Venture • In June 2025, newcleo established a joint venture with JAVYS, the Slovak state-owned nuclear company to deploy up to four LFR-200 reactors at the retired Bohunice nuclear site • UJD, the Slovak nuclear regulator, is collaborating with ASNR, the French nuclear regulator, to provide a fast regulatory approval pathway • Framework agreements signed with leading Slovak engineering firms (JAVYS, VUJE) to ensure local expertise • LFR-200 reactors will be powered using MOX fuel from Slovakia's spent nuclear fuel, demonstrating closed-loop fuel operations NEXT-N Joint Venture • In June 2025, newcleo and NextChem, a subsidiary of Maire, established a joint venture to deliver high- value engineering services for the balance of plant in advanced nuclear • The joint venture will provide conventional island and balance of plant engineering services for newcleo's LFR-200 reactor • The joint venture will serve both newcleo and third-party nuclear technology providers and underpins NextChem's e-Factory model for low-carbon chemicals and e-fuels Left: newcleo and JAVYS signing a joint venture shareholder agreement Below: Bohunice nuclear site, Slovakia Commercial Validation • Confirms newcleo's ability to deliver cross-border nuclear projects with government backing • Demonstrates newcleo's approach to deep supply chain collaboration to derisk project delivery Left: newcleo/NextChem Joint Venture team at Brasimone newcleo has proven its capability to forge differentiated and de-risked partnerships with both governments and industry leaders Partnerships Overview Note: JAVYS (state-owned company) owns the site, manages spent nuclear fuel, decommissioning and back-end fuel cycle. VUJE is a private engineering company. 48 Investor Presentation / May 2026
"This administration is committed to enhancing energy security, creating more American jobs, and ensuring that the United States remains at the forefront of global energy production and innovation, and I'm honored to support today's announcement to advance these goals." - Doug Burgum Secretary of the Interior and Chairman of the National Energy Dominance Council Strategic Commercial Partnerships: Fuel Commercial Validation • Recognizes newcleo's technical leadership in repurposing waste plutonium stockpiles, a key advantage of MOX fuel and newcleo's MOX-compatible reactor design • Potential for MOX factory to supply third-party reactors, diversifying future revenue streams Partnership to Create Joint Venture • On October 17, 2025, newcleo announced a partnership with Oklo (NYSE: OKLO) to build an Advanced Fuel Manufacturing Facility in the U.S. • Swedish AMR developer Blykalla is also considering co-investing and signing offtake agreements • Project is contemplated to be financed via 3rd party project-level debt and equity Advanced Fuel Manufacturing in the U.S. • Future facility will contain two manufacturing plants co-located resulting in reduced capex • newcleo will construct its US-based MOX manufacturing facility while Oklo will be responsible for constructing its HALEU-production plant • Aligns with the current U.S. administration's goals of energy security, domestic manufacturing, and new job creation Oklo partnership validates newcleo's technical and commercial leadership in advanced fuel manufacturing and recycling Partnerships Overview 49 Investor Presentation / May 2026
50 newcleo engineer preparing experiments at the CAPSULE facility VI. Market Opportunity Investor Presentation / May 2026
Potential U.S. Market Upside Drivers newcleo is expanding its U.S. footprint to take advantage of upsides in U.S. market due to recently declared nuclear acceleration and expected shortening of licensing processes Sizable ambition 400 GW of nuclear capacity installed by 2050 The Administration set an ambitious target to quadruple U.S. nuclear capacity by 2050, aiming to accelerate project deployment and support the development of a closed fuel cycle "The world needs more energy to meet the AI challenge and drive human progress—and the United States is boldly leading the way." - U.S. Secretary of Energy Chris Wright Streamlined licensing process 18 months NRC is developing a streamlined licensing framework, ensuring final decisions on new reactor applications within 18 months from the start of the regulatory process, driving faster project realisation and investor certainty "...reinvigorating America's nuclear energy industry by modernizing regulation, streamlining reactor testing, deploying reactors for national security, and reinvigorating the nuclear industrial base" - U.S. Secretary of Energy Chris Wright Tax-related support Up to 50% tax credit New nuclear projects can leverage Clean Electricity Investment or Production Tax Credits, offering up to 50% incentives or $0.015/kWh over 10 years, strengthening project economics and investor confidence "...fully committed to unleashing America's next nuclear renaissance, from reinvigorating domestic supply chains to delivering gigawatts of new reactors." - U.S. DOE Fact Sheet 51 Investor Presentation / May 2026
SMRs on the Global Policy Agenda newcleo engaged multiple governments to advance nuclear energy strategies while addressing waste liability Source: Statista - Spent nuclear fuel arisings and cumulative in storage in NEA/OECD countries* in 2020, by country – and public sources and assumption for Slovakia Commission President Ursula von der Leyen speaking at Nuclear Energy Summit in Paris, 10 March 2026 Investor Presentation / May 2026 52 SMR in EU Government Regulatory Support Addressing Waste Liability "Europe made a strategic mistake by turning away from nuclear energy" Target to 4X nuclear capacity (~400 GW by 2050) pushed by: a streamlined NRC licensing, tax incentives covering up to 50% of new project costs, and over 90,000 tons of spent nuclear fuel available for potential reprocessing and reuse. SHANTI Act (2025) approved, opening nuclear power generation to private capital for the first time; target ~100 GW nuclear capacity by 2047 (from 7.55 GWe). Japan–U.S. trade deal: $550bn Japanese investment in the U.S. (up to $332bn for critical energy infrastructure); newcleo-JAEA cooperation agreement for materials irradiation testing using the Joyo reactor. EU outlook: SMRs & AMRs ~53 GW by 2050; EU pro-nuclear alliance (15 MS) urges paradigm shift in nuclear financing; EUCOMM unveils €200M guarantees & backs State Aid for SMR/AMR RR&D; France's new energy policy supports fast- spectrum reactor fleet; Italy signed to triple global capacity by 2050; newcleo-Javys JV in Slovakia expands business offerings. UK to 4x nuclear output to 24 GW by 2050. 3.2GW Sizewell C now approved and supporting SMRs and AMRs now prioritized. Feb '26 Advanced Nuclear Framework sets "grading" for Govt endorsement, easing raise private / public finance. • Nuclear fission creates long-lived waste →governments face disposal costs, but also opportunities: advanced fuel facilities convert liability into clean, reliable, affordable energy, reducing waste volume and reliance on import of uranium. • EUCOMM will phase-out uranium import from Russia as per the EU Roadmap towards Ending Russian Energy Imports • France's Nuclear Policy Council endorses new program for closed fuel cycle open to cooperation with industrial and emerging actors. ~ 1,800 tHM > 3,500 tHM ~ 14,000 tHM > 90,000 tHM Cumulative Spent Nuclear Fuel in Storage (2020)
Investor Presentation / May 2026 53 VII. Transaction Summary newcleo engineer working on the OTHELLO facility
Uses of Funds Sources of Funds 12.9% $374 Cash Proceeds to B/S 4 7.2% $209 NewHold Cash in Trust 1 1.9% 55 Est. Transaction Fees and Exp. 7.6% 220 PIPE 1.1% 32 NewHold Founder Shares 2 1.1% 32 NewHold Founder Shares 2 84.1% 2,448 new cleo Investor Share Rollover 3 84.1% 2,448 new cleo Investor Share Rollover 3 100.0% $2,910 Total Uses of Funds 100.0% $2,910 Total Sources of Funds Transaction Overview Note: All charts and tables exclude impact of NewHold public and private warrants. 1 Based on NewHold cash in trust as of December 31, 2025. Assumes no redemptions . | 2 Assumes no redemptions and $220 million PIPE. Represents Founder Shares that immediately vest and excludes shares subject to price vesting and warrants held by the Founder. | 3 Includes shares outstanding and vested options. | 4 Assumes no redemptions and $220 million PIPE. | 5 Financials as of December 31, 2025 and includes impact of cash raised from equity issuances after 12/31/2025. Assumes EUR/USD exchange ratio of 1.174. | 6 Assumes no redemptions. Includes Founder Shares provided to investors which have signed non - redemption agreements. Investor Presentation / May 2026 54 Transaction Highlights • Business Combination Structure • NewHold intends to complete a business combination with new cleo ltd, an advanced nuclear company developing fast - reactor technology and closed fuel - cycle solutions • The business combination is currently expected to close in 2H 2026 • Valuation • The business combination implies a pre - transaction new cleo equity value of approximately $2.4 billion, subject to upward adjustment for any cash raised by new cleo prior to closing • Existing new cleo shareholders will retain 100% of their equity as part of the business combination • Capital Structure • The business combination is to be funded by a combination of NewHold cash held in trust and PIPE financing • Sponsor Alignment • 20% of the promote is forfeit upfront; remaining promote subject to forfeiture based on delivered capital and price vesting Planned Sources & Uses new cleo Investors PIPE Shareholders NewHold Public Shareholders NewHold Founders ($ in millions) Ow nership % Shares (M) Ownership 7.0% 20.2 NewHold Public Shareholders 6 7.6% 22.0 PIPE Shareholders 1.1% 3.2 2 NewHold Founders 84.4% 244.8 newcleo Investors 100.0% 290.3 Total Pro Form a Valuation $10.00 290.3 $2,903 22 (551) Pro Form a Total Enterprise Value $2,374 new cleo Share Price at Closing 3 Pro Forma Shares Outstanding (M) Pro Form a Market Capitalization 5 Plus: Debt 5 Less: Cash Expected Pro Forma Ownership 7.0% 7.6% 1.1% 84.4%
NHIC III – experienced sponsor with proven de-SPAC execution NHIC III is an execution-focused sponsor partnering with newcleo to support its transition to — and long-term success in — the public markets. Note: Shares held by certain company shareholders and sponsor are subject to 180 day lock-up period post-closing; however, up to 100% of shares may be released earlier if specified VWAP thresholds ($15 and $18 for 20 out of 30 trading days, starting 90 days after closing) are met. | 1 NRCG, Daseke and Blue Bird represent successful de-SPACs Kevin Charlton completed while serving as President and COO of Hennessy Capital | 2 Represents timing from introduction to the management team to closing of the transaction. 55 Chief Executive Officer NHIC III: Role and Ongoing Partnership Kevin Charlton • CEO of NHIC I, II & III • President and COO of first three Hennessy Capital SPACs • Prior experience includes Investcorp, JP Morgan, McKinsey, and NASA • Will remain actively involved with newcleo post-closing Prior Successful De-SPACs Post- Announcement 52 Week High¹ Timeline² +7% +20% +44% +38% 6 Months 6 Months 5 Months 9 Months Sponsor Alignment Mechanics ✓Transaction execution partner NHIC III brings hands-on experience executing de-SPAC transactions and coordinating across management, advisors, regulators, and investors to support an efficient and thorough closing process. ✓Public-company readiness and governance The NHIC III team has experience supporting audit readiness, board formation, investor communications, and governance frameworks required for a successful transition to life as a U.S. public company. ✓Ongoing post-close involvement NHIC III expects to remain actively engaged following closing, supporting capital-markets strategy, governance, and investor engagement alongside newcleo's management team. ✓Alignment with long-term value creation Sponsor economics and reputation are aligned with long-term public-market performance, reinforcing a focus on durable value creation rather than short-term transaction outcomes. 180-Day 50% Sponsor shares subject to post-closing lock-up 50% of sponsor promote vests only upon achieving $15 and $18 share price thresholds Selective Process Driving High Conviction in newcleo 297 25 Potential targets sourced with a global focus across energy, industrials, and infrastructure NDAs signed including a detailed review of business models, technology, and teams Evolv Technology (NASDAQ: EVLV) NRC Group Daseke Blue Bird (NASDAQ: BLBD) Investor Presentation / May 2026
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Exhibit 99.3
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newcleo Business Combination with NewHold Investment Corp. III
Investor Conference Call Transcript May 27, 2026
Operator
Hello, and welcome to the conference call to discuss the proposed business combination between newcleo and NewHold Investment Corp. III, or NewHold.
I would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, statements relating to newcleo’s and NewHold’s expectations or predictions on their respective financial and business performance and conditions, expectations or assumptions in consummating the proposed business combination between the parties, and future newcleo relationships, milestones, developments and performance. Forward-looking statements are inherently subject to risks, uncertainties (some of which are beyond the control of the parties) and assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements and they are not guarantees of performance. I encourage you to read the press release issued on the 27th of May and the accompanying presentation and to review NewHold’s filings with the SEC for a discussion of these risks that can affect the business combination, newcleo’s business, and the business of the combined company after completion of the proposed business combination.
This call is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval. In connection with the proposed business combination, newcleo and NewHold intend to file a registration statement on Form F-4 with the SEC, which will include a proxy statement of NewHold and a prospectus of newcleo, and NewHold shareholders and other interested persons are urged to read those materials when available.
NewHold and newcleo are under no obligation and expressly disclaim any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
I will now turn the call over to Mr. Kevin Charlton, CEO of NewHold. Please go ahead.
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Kevin Charlton – Chief Executive Officer, NewHold Investment Corp. III
Good morning, everyone, and thank you for joining us today. I’m Kevin Charlton, CEO of NewHold Investment Corp. III and I’m thrilled to announce NewHold’s proposed business combination with newcleo, a partnership that brings together the best of European nuclear innovation with the massive opportunities emerging in the United States.
This is my sixth SPAC, and this transaction represents one of the most compelling opportunities I’ve encountered. After reviewing nearly 300 companies, a number of them in the nuclear sector, the NewHold team found that most were not a suitable target for a business combination and entry into the public markets. newcleo is different.
Today I’m joined by Stefano Buono, one of the co-founders and the CEO of newcleo, who will discuss the company’s distinct approach to fuel access and reactor design. You will hear why, in an exciting landscape of SMR companies, newcleo has a unique combination of power output, reactor design, and fuel source that set it apart.
But before I turn it over to Stefano to discuss the business in detail, let me frame why this transaction matters and why now is the perfect time to pursue it.
newcleo is a leading advanced modular reactor company in Europe, with its LFR-AS-200 ranking first among European fast reactor designs and second among fast reactor designs globally in the OECD Nuclear Energy Agency’s Small Modular Reactor Dashboard. The purpose of this merger is clear: to support newcleo’s ability to bring its advanced nuclear technologies and fuel strategy to the rapidly expanding U.S. market.
The company is developing two established European technologies that set it apart. First, Generation 4 lead cooled fast reactors - an advanced nuclear reactor technology that leverages the unique characteristics of lead as a coolant and is designed to provide important safety and performance advantages. Second, mixed oxide, or MOX, fuel manufacturing. MOX is a fuel obtained from the blending of recycled plutonium and uranium, enabling the repurposing of nuclear liabilities into a strategic asset that still contains a lot of energy. Indeed, the vast majority of the available energy remains in spent fuel, and MOX fabrication is a key enabler for the closure of the fuel cycle. Importantly, newcleo holds 31 patent families focused on commercializing both of these established technologies.
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So, why is now the right time? Certainly, hyperscaler demand for reliable, clean energy is well understood. But two key regulatory shifts make this the perfect moment for newcleo to enter the U.S. market.
The first is Part 53, the new NRC licensing framework released last month. It is designed to provide a risk-informed, technology-inclusive pathway for advanced nuclear reactor licensing. We believe this is an important development for companies like newcleo.
The second, and equally significant regulatory development, is the major policy shift on fuel recycling. Recent executive orders and Department of Energy initiatives have directed federal agencies to evaluate and support advanced fuel cycle capabilities, including recycling, reprocessing and fuel fabrication. In fact, just yesterday, the DOE announced that Oklo, in partnership with newcleo, has been selected for advanced negotiations under the Surplus Plutonium Utilization Program. This is significant because it moves the process to secure a reliable, cost-effective fuel supply in the U.S. forward. Importantly, this policy shift has solid bipartisan support.
We conducted comprehensive due diligence on newcleo, with a particular focus on the three key risks an SMR company needs to address – what is the technical maturity of your reactor design, what is your fuel source, and do you understand your supply chain? newcleo’s approach addresses all three of these risks head-on, which is not surprising given their 900 plus employees and more than $780 million of previously raised capital. It also helps that Stefano has been a public company CEO before, taking Advanced Accelerator Applications public in 2015 and generating significant returns to shareholders within years before selling it to Novartis.
With that context, let me turn the call over to Stefano Buono to walk you through the newcleo story.
Stefano?
Stefano Buono – Chief Executive Officer, newcleo
Thank you, Kevin, and good morning to everyone.
I want to start by saying how excited we are to be partnering with the team of NewHold, who have already been incredible to work with. I know it will be a long and fruitful relationship.
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Now, I want to address what makes newcleo fundamentally different in this space. We’ve built a differentiated platform designed to address the industry’s most critical challenges through three key pillars: technical maturity, fuel availability, and supply chain execution.
Let me start with our reactor technology. Lead-cooled reactor technology has historical operating precedent, including in naval applications during the Cold War. Our design builds on that long operational history.
Lead has characteristics that can provide important safety advantages. Lead is inert. There is a significant lower risk of radioactive release and a significantly mitigated safety risk from contact with air or water, unlike sodium-cooled reactors. This fundamental safety advantage means we can operate with a smaller physical plant and enhanced intrinsic safety that allows for deployment closer to offtakers. This could open up deployment possibilities that simply aren’t available to conventional reactor designs - like co-locating our reactor with an AI or data center or a manufacturing facility requiring a combination of heat and electricity.
We hold 31 patent families covering lead reactor and MOX technology, representing years of innovation and intellectual property development.
This technical maturity opens commercial possibilities well beyond hyperscalers and data centers. We can serve the chemicals industry, concrete manufacturing, aluminum and steel production, and maritime applications. In fact, well-known European companies in those sectors are newcleo partners and investors, demonstrating their long-term commitment to our technology.
Our pipeline speaks to this opportunity: we are in discussions with potential customers representing approximately 9.2 gigawatts electric. Roughly 50% is with hyperscalers and data centers, and 50% is industrial applications. Geographically, about 75% of this opportunity is in Europe, due to our historical presence, and 25% is in the U.S. These discussions remain subject to negotiation and definitive documentation.
Now let me turn to what may be our most significant competitive advantage: MOX fuel.
MOX, or mixed oxide fuel, is a nuclear fuel made by blending plutonium recovered from spent fuel with depleted uranium. We are effectively refabricating nuclear waste into usable energy. And here’s what’s critical to understand: just like our lead-cooled fast reactor technology, MOX has already been used in commercial reactors in France and other countries for decades. Our goal is to help bring advanced fuel manufacturing technology to the United States and support the next phase of the nuclear fuel cycle.
While other advanced reactor developers are taking different approaches to fuel, newcleo’s MOX fabrication approach is focused on reducing costs and decoupling fuel supply from mining and enrichment services. It is cheaper to produce, drawing on feedstock that today is treated as a liability rather than an asset. And because MOX has been manufactured and irradiated commercially for decades, we are scaling a known fuel rather than commercializing a new one. We believe this can be a lower-risk, and lower-cost, fuel pathway that helps address a key industry bottleneck.
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There is a significant strategic value in MOX. MOX turns a waste disposal problem into a fuel supply advantage. It reduces dependence on new uranium enrichment. It addresses spent fuel storage concerns that have plagued the industry for decades. It sidesteps the supply constraints facing other advanced fuels. And it may reduce our exposure to certain fuel market volatility, supporting greater confidence in long-term fuel availability as we pursue commercial arrangements.
The third pillar is supply chain control. newcleo is built for full vertical integration. We manufacture with our subsidiaries or partners all of the critical components of the reactor except the generation turbines. We are aiming to build significant control across the supply chain, from reactor construction through fuel fabrication.
We believe that we are the only private company developing a fuel facility for producing MOX from recycled material. This vertical integration gives us control over costs, timelines, and quality in a way that no other company in this space can match.
Crucially, the three pillars that differentiate newcleo’s business are in action today, being tested, producing valuable data, and creating value today.
Let me give you a sense of where we stand as a company.
Development of our lead cooled fast reactor technology is progressing at pace. At our facility in Brasimone, Italy, we have already built several facilities to qualify design, materials, components and instrumentation for use in our reactors. We have begun building a non-nuclear test reactor that includes power generation, known as PRECURSOR, as a way to make an integrated demonstration of reactor operation in start-up, shut down, normal and incidental conditions. This is a facility we have designed, procured and started building using components that are built by our subsidiaries, apart from the turbine.
Our fuel manufacturing business is also moving forward, with the site for our first facility acquired in France, and regulatory process begun there, while we have also engaged with the NRC about the regulatory process in the U.S. We have the same advancement and engagements with our reactor both in France and the U.S.
Progress for the reactor and fuel businesses are both enabled or supported through our supply chain subsidiaries - SRS, Fucina Italy and Rütschi. These subsidiaries also support another of our differentiators - near-term revenue generation from component fabrication. We generated about $80 million in revenue, other income, and financial income during 2024 from these businesses.
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Beyond the technical aspects, newcleo is an advanced operating company. We have more than 900 employees. We’ve raised more than $780 million of invested capital.
We designed this company from the start to go public. I have experience there. I founded and took Advanced Accelerator Applications, a radiopharmaceutical business, public in 2015 and sold it to Novartis two years later in a transaction that generated significant returns for shareholders. We led a revolution in that industry: we registered, produced and distributed for the first time in the world theragnostic drugs that use radioactivity to diagnose and treat serious diseases such as neuroendocrine tumors or prostate cancer. I understand what it takes to build and scale a public company, and we have built newcleo with that discipline from day one.
With that foundation in place, let me turn it back to Kevin to discuss newcleo’s U.S. traction, valuation, and what this all means for investors.
Kevin?
Kevin Charlton – Chief Executive Officer, NewHold Investment Corp. III
Thank you, Stefano.
Let me talk about why the U.S. opportunity is so compelling and about the traction we’re seeing here.
The company has strong momentum in Europe given they’re based there. Europe has been ahead on nuclear, and now newcleo looks to bring that experience and track record to the U.S. market at exactly the right moment, particularly given the new supportive permitting environment.
The validation we’re seeing is significant. newcleo has announced its advanced multi-fuel manufacturing facility in partnership with Oklo – one of the most prominent names in advanced nuclear. This is a key validation of newcleo’s fuel strategy and technology from a respected industry leader.
The company also began the NRC pre-application engagement in March for both the advanced reactor and fuel fabrication facility projects. The company has begun moving through the NRC regulatory process with urgency and focus.
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Now let’s talk about the details of the transaction.
We are bringing newcleo to market at an approximately $2.4 billion pre-money valuation.
The transaction will be funded with a combination of rollover equity from existing newcleo shareholders, cash proceeds from NewHold’s trust, and our announced PIPE.
After fees and expenses, we expect approximately $374 million of cash to go to newcleo’s balance sheet to fund growth, assuming no redemptions from NewHold’s trust.
At an approximately $2.4 billion pre-money valuation, and based on the selected peer valuation methodology described in our investor presentation, newcleo still compares at a substantial discount to key peers such as X-Energy, NuScale, and our collaborators at Oklo. Given newcleo’s technical maturity, fuel advantage, revenue base, and government-backed traction, we believe this represents significant value.
So, in conclusion, let me summarize why this transaction is so compelling.
newcleo has a differentiated platform, drawing on technologies and fuel-cycle approaches with significant historical precedent. Real revenue and 900+ employees. More than $780 million of invested capital already deployed.
Theirs is a differentiated fuel source that seeks to solve the industry’s biggest bottleneck and turns nuclear waste into an asset.
newcleo is developing a reactor design with inherent physics-based safety features that allow deployment in proximity to offtakers.
The company has governmental support and regulatory momentum, and partnerships with leading industry players.
And newcleo has an accelerating U.S. story at exactly the moment when regulatory tailwinds and policy shifts are creating unprecedented opportunity.
We believe that this is the right company, at the right time, with the right team, entering the public markets at an attractive valuation with significant momentum.
Thank you all for your time today, and we look forward to updating everyone as the business and transaction progress.
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Exhibit 99.4
EMAIL SUBJECT: newcleo to Become Publicly Traded Company on Nasdaq
Dear newcleo Team,
Many of you have heard me talk about this moment for a long time, and today it is finally happening. I am thrilled to announce a significant milestone for newcleo as we plan to become a public company in the U.S. and list our stock on Nasdaq. This milestone is accomplished through a business combination with a special purpose acquisition company (SPAC), NewHold Investment Corp III (Nasdaq: NHIC). We issued a news release a short while ago to officially announce our proposed combination with NewHold – please see the release here: [Link to release]. The Wall Street Journal also covered the news this morning – please view the story here: [Link to story].
Because NewHold is already publicly traded, newcleo will become a public company when the business combination is complete, trading on Nasdaq under the ticker symbol “NWCL.” We expect to complete the proposed transaction in the second half of 2026. We will continue to operate under the newcleo name. Though there are significant responsibilities that come with being a public company, it’s business as usual at newcleo – please continue to do the great work that you do day in and day out.
There is work to be done in order to close this proposed transaction and we are excited to be partnering with the NewHold team. Once the proposed transaction is completed, it will deliver significant financial resources to accelerate our strategic growth plans, and substantially enhance our balance sheet. With the proceeds we are raising from this proposed transaction, we will be armed with the capital necessary to accelerate and build upon our leadership position. As a public company, I believe that we will be ideally positioned to advance our mission of closing the nuclear fuel cycle while safely producing clean, competitive, and practically inexhaustible energy required for low carbon economies.
As we enter this new chapter, however, there are some rules we must all follow. U.S. federal regulators such as the Securities and Exchange Commission (the “SEC”) have strict regulations governing external communications. To avoid delays or civil and/or criminal penalties, we must avoid speaking publicly about this transaction and other internal aspects of our company, such as our business metrics, business plans and financials. Accordingly, we ask that you refrain from making statements about our company or our performance in open forums (e.g., online, via email or messages, to friends, on social media, to existing or prospective customers, etc.).
Please refrain from communicating about the proposed transaction, the announcement we made, or any related matters via social media. Please refer to the social media guidelines below for additional details on communications about this proposed transaction or any related matters.
[Read dos and don’ts]
If someone asks you about the proposed transaction or our business, you can say something like, “I can’t speak to that, but I would be happy to connect you with the appropriate team members.” You can also direct them to the “Investor” section on our website, which will contain the appropriate information.
At the link below, you can find a dedicated page on the intranet including a training video for employees and an FAQ section.
[LINK to intranet page]
Should you receive any press inquiries, please refrain from answering and direct the inquiry to Ricardo Berjano Andolfi at ricardo.berjano.andolfi@newcleo.com, as he can help handle media requests appropriately during this sensitive time.
Understanding that communications are highly regulated through this process, please know that we will continue to share updates with you as they become available. Should you have any questions in the meantime, please direct them to our internal review team at sec@newcleo.com.
I kindly request you refrain from contacting myself, Elisabeth Rizzotti, or members of our management team directly regarding the proposed business combination or related matters as this could lead to a breach of compliance under SEC rules. Please be aware that some information may not be disclosed at this stage.
It is important to note that as company policy, newcleo team members and their family members cannot buy or sell NewHold stock (Nasdaq: NHIC) on the public market. This ensures that no one is trading with material non-public information (“MNPI”). Trading or providing MNPI to others who then buy or sell securities (“tipping”) while you are in possession of MNPI is a violation of SEC regulations and applicable securities laws, which can result in civil and/or criminal penalties for you and our company. We will follow-up with a more detailed trading policy for when the transaction closes and newcleo becomes a publicly traded company.
It is an exciting time for all of us at newcleo and I want to take this moment to thank each of you personally. Reaching this milestone is a testament to the extraordinary work and dedication of this team, and none of it would have been possible without you.
Please join us for a Town Hall call at [3:30 pm] CET where we will cover this announcement further and be joined by NewHold CEO, Kevin Charlton. You should have received the invitation by now.
I am personally excited to enter this new transformative chapter with you and look forward to sharing more as we progress in finalising the transaction.
Sincerely,
Stefano Buono
CEO
Important Information for Investors and Shareholders
NewHold and NewCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by the business combination agreement and/or as described in this communication (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: NewCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
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NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
NewHold, newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is, or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination, including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
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These forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
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Exhibit 99.5
EMAIL SUBJECT: newcleo to Become Publicly Traded Company on Nasdaq
Dear Shareholders,
I’m writing to tell you about an important update for our investors and a significant milestone for our company. I am thrilled that newcleo has announced a plan to become a public company in the U.S. through a business combination with NewHold Investment Corp III (Nasdaq: NHIC). As a result of the business combination, our stock would be traded on Nasdaq. Please see the announcement release here: [Link to release].
Because NewHold is already publicly traded, newcleo will become a public company when the business combination is complete, trading on Nasdaq under the ticker symbol “NWCL”.
Once the merger is closed, it will deliver significant financial resources to accelerate our strategic growth plans in Europe and in the U.S., and substantially enhance our balance sheet. With the proceeds we are raising from this transaction, we anticipate being armed with the capital necessary to accelerate and build upon our leadership position in the advanced nuclear reactor and nuclear fuel space, as recognized also from the latest OECD NEA Small Modular Reactor Dashboard. As a public company, we believe that we will be ideally positioned to advance our mission of closing the nuclear fuel cycle while safely producing clean, competitive, and practically inexhaustible energy required for low carbon energy production.
This transaction represents the natural evolution of your investment in newcleo. Upon completion of the business combination, your existing equity position will convert to shares in the publicly traded entity. Any restrictions on your ability to dispose of such shares, and related timeline, will be communicated at a later stage.
As we progress through this critical phase, I want to remind you that information you may have access to about newcleo should remain strictly confidential and should continue to be treated as such under the terms of your existing NDA and shareholder confidentiality obligations. Please do not share, discuss, or disseminate this information to anyone outside your organization.
As we enter this new chapter, however, there are some rules we must all follow. The U.S. Securities and Exchange Commission (SEC) has strict regulations governing external communications. Accordingly, we ask that you refrain from making statements about our company or our performance in open forums.
We expect to complete the transaction in the second half of 2026. In the meantime, please direct all questions to our Investor Relations department at investors@newcleo.com, which will ensure you receive timely and accurate information while maintaining regulatory compliance. We kindly request you refrain from contacting myself, Elisabeth Rizzotti, or members of our management team directly regarding the business combination or related matters. Please be aware that we are unable to share certain information at this stage.
Of course, we will continue to keep you informed of material developments at the company as we work toward completing this exciting transaction. Your continued support has been instrumental in reaching this milestone, and we look forward to this next chapter together as we advance our leadership position in nuclear technology.
I am personally excited to enter this new transformative chapter with you and look forward to sharing more as we progress in finalising the transaction.
Sincerely,
Stefano Buono
CEO
Important Information for Investors and Shareholders
NewHold and NewCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by the business combination agreement and/or as described in this communication (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: NewCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
NewHold, newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is, or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination, including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
2
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
3
Exhibit 99.6
EMAIL SUBJECT: newcleo to Become Publicly Traded Company on Nasdaq
Dear [Supplier/Partner/Customer Name]
We are excited to announce a remarkable milestone for newcleo as we plan to go public and list our stock on NASDAQ in the US. This milestone will be accomplished through a merger with an already publicly traded special purpose acquisition company (SPAC), NewHold Investment Corp. III (Nasdaq: NHIC).
We issued a news release just a short while ago to officially announce our proposed combination with NewHold - please see the release here: [Link to release]. [Insert outlet] also covered the news this morning - please see the story attached.
Because NewHold is already publicly traded, newcleo will become a public company when the business combination is complete, trading on Nasdaq under the ticker symbol “NWCL.” We expect to complete the transaction in the second half of 2026.
We will continue to operate under the newcleo name and there will be no meaningful changes to our relationship with you. To confirm, this business combination has no impact on our agreements with you as a supplier, which remain fully applicable. In addition, the business combination is not resulting in any change of control and it has no impact on the newcleo contracting party, which remains the same.
Our focus remains on working towards generating safe, clean, and sustainable nuclear energy at a competitive cost, combining proven reactor technologies with new developments and closing of the fuel cycle. We believe that this transaction will further strengthen our market position.
This event provides significant financial resources to fund our accelerated growth and globally scale our business. As a public company, we will be ideally positioned to advance our mission of closing the nuclear fuel cycle while safely producing clean, competitive, and practically inexhaustible energy required for low carbon economies. We are all excited to kick off the next chapter in our journey to continue as the leader in nuclear innovation and clean energy solutions.
As we move forward with this exciting development, there may be increased external interest regarding newcleo that would be used to form an opinion on our future performance. As a trusted partner, you may be in possession of material non-public information about newcleo. We kindly request that you please refrain from discussing the details of our relationship, any terms of any agreements between us, our financial results, or other information that you may have access to with anyone outside of your organization.
As we enter this new chapter, there are some rules we must all follow. The Securities Exchange Commission (SEC) has strict regulations governing publicity. Accordingly, we ask that you refrain from making statements about our company or the proposed transaction in open forums (e.g., online, to friends, on Facebook, X, LinkedIn, via email, to existing or prospective clients, to the press, etc.).
We deeply value our collaboration and your ongoing support for our success. Our next communication to you about the combination will be at the closing of the transaction. In the meantime, please be aware that any questions can be directed through your contract manager.
Sincerely,
Stefano Buono
CEO
Important Information for Investors and Shareholders
NewHold and NewCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by the business combination agreement and/or as described in this communication (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: NewCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
NewHold, newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is, or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination, including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
2
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
3
Exhibit 99.7
Dear [ ],
Today newcleo has announced a plan to become a publicly listed company in the U.S. on the Nasdaq stock exchange through a business combination with NewHold Investment Corp III (Nasdaq: NHIC). Please see the announcement release here: https://www.newcleo.com/news-insights/
Because NewHold is already publicly traded, newcleo will become a public company when the business combination is complete, trading on Nasdaq under the ticker symbol “NWCL”. The business combination is similar to an initial public offering (IPO) and represents a transformational step for newcleo.
The proposed structure will allow the company to achieve its long-term strategic and financing objectives. A US listing gives us access to a deep specialist investor base and greater liquidity, allowing us to finance our next stage of growth while keeping in Europe our headquarters, core operations, R&D, manufacturing footprint, and strategic decision-making. We recognize the strategic importance of our sector and will continue to meet all European and national obligations relating to security, export controls, procurement, data, and critical infrastructure.
We are committed to transparent engagement with European institutions and national governments. Our goal is to become a stronger global company while remaining an innovative European industrial champion.
We will continue to operate under the newcleo name and there will be no meaningful changes to our teams or how we operate day to day. Our focus remains on working towards delivering advanced reactors and fuel solutions that can generate safe, clean and sustainable nuclear energy at competitive costs.
We attach great importance to the support and partnership we have been able to develop with [ ] to date.
As we enter this new phase of our journey, we are determined to maintain and deepen this privileged dialogue, also with a view to contributing to the revival of nuclear energy in our country.
Sincerely,
[ ]
Important Information for Investors and Shareholders
NewHold and NewCleo Ltd. (“newcleo”) intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) in connection with the proposed business combination between NewHold and newcleo (the “Business Combination”), the private placements of securities in connection with the Business Combination, if any (the “Private Placement Transactions”), and the other transactions contemplated by the business combination agreement and/or as described in this communication (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of NewHold as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. NewHold and/or newcleo will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NEWHOLD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NEWHOLD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWHOLD, NEWCLEO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by NewHold and newcleo, without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: NewHold Investment Corp. III, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, or to: NewCleo Ltd., 55 South Audley Street London, W1K 2QH, United Kingdom.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The securities to be issued by newcleo in connection with the Proposed Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to the Registration Statement once declared effective by the SEC, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
NewHold, newcleo and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination. A list of the names of NewHold’s directors and executive officers and information regarding their interests in the Business Combination and their ownership of NewHold’s securities is, or will be, contained in NewHold’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from NewHold shareholders in connection with the Business Combination, including the names and interests of newcleo’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by NewHold and newcleo with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
2
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain NewHold shareholder approval or satisfy other closing conditions; (4) the inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February 28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus that will be filed by newcleo and NewHold, and other documents filed by NewHold and newcleo from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
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FAQ
What did NewHold Investment Corp III (NHIC) announce in this 8-K?
How is the NewHold–newcleo merger valued and how much cash could it raise?
What minimum cash conditions apply to the NHIC–newcleo business combination?
What is the PIPE financing mentioned for NHIC and newcleo?
How is newcleo’s existing business described in the NHIC filing?
What lock-up and sponsor arrangements are tied to the NHIC–newcleo deal?
Filing Exhibits & Attachments
17 documentsPress Releases
- EX-99.1 JOINT PRESS RELEASE DATED MAY 27, 2026 79.1 KB
- EX-99.2 INVESTOR PRESENTATION DATED MAY 27, 2026 134.2 KB
- EX-99.3 TRANSCRIPT OF THE INVESTOR CONFERENCE CALL HELD ON MAY 27, 2026 53.4 KB
- EX-99.4 FORM OF LETTER FROM NEWCLEO'S CEO TO EMPLOYEES, DATED AS OF MAY 27, 2026 28.5 KB
- EX-99.5 FORM OF LETTER FROM NEWCLEO'S CEO TO INVESTORS, DATED AS OF MAY 27, 2026 29.7 KB
- EX-99.6 FORM OF LETTER FROM NEWCLEO'S CEO TO CUSTOMERS, DATED MAY 27, 2026 28.9 KB
- EX-99.7 FORM OF EMAIL FROM NEWCLEO'S CEO TO CERTAIN GOVERNMENTAL AUTHORITIES, DATED MAY 26.7 KB
Agreements & Contracts
- EX-10.1 SPONSOR SUPPORT AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NEWHOLD INDUST 164.7 KB
- EX-10.2 COMPANY SHAREHOLDER SUPPORT AGREEMENT, DATED AS OF MAY 26, 2026, BY AND AMONG NE 128.5 KB
- EX-10.3 FORM OF PIPE SUBSCRIPTION AGREEMENT 361.2 KB
- EX-10.4 FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG NEWHOLD INVESTMENT CORP III, 225.1 KB
- EX-10.5 FORM OF NON-REDEMPTION AGREEMENT 58.7 KB