newcleo plc (NWCL) completed its acquisition of Bonifait Pesage, a French manufacturer of nuclear-grade scales and precision weighing equipment. The transaction valued Bonifait Pesage at an equity value of €1.8 million, with consideration comprising cash and newcleo shares. Bonifait Pesage reported approximately €2.1 million in revenue in 2025.
newcleo said the acquisition provides preferred access to specialist weighing equipment, lowers supply-chain exposure and allows equipment to be tailored for its planned MOX fuel manufacturing facilities in the United States and Europe. The equipment is intended to support tracking and control of nuclear materials.
newcleo plc (NWCL) registers resale of up to 217,834,936 Ordinary Shares, issuance of up to 291,717 Ordinary Shares upon exercise of Company Private Warrants, and resale of approximately 8,855,000 Ordinary Shares issuable upon exercise of NextChem Warrants. Selling holders may sell at prevailing or privately negotiated prices. Newcleo receives no proceeds from resales, may receive proceeds from cash exercise of Company Private Warrants, and receives no cash from NextChem Warrant exercises, which are settled by set-off against earn-out obligations.
The registered resale shares equal 71.1% of outstanding Ordinary Shares as of October 16, 2026. Of these, 17,677,233 shares are not currently outstanding and are issuable only upon Class B conversion if volume weighted average price vesting conditions of $15.00 and $18.00 per share are met. None had been met, and they may never be. Potential sales could increase volatility or result in a significant decline in the public trading price.
Pre-combination historical results for the six months ended June 30, 2026 show revenue of €19.429 million versus €13.347 million in 2025 and a net loss of €81.981 million versus €74.293 million. Newcleo had not constructed LFR or MOX plants or entered binding customer contracts to operate them.
newcleo plc’s Schedule 13G reports Simon Fiduciaria S.p.A. beneficially owning 15,079,795 ordinary shares, or 5.4% of the class. Simon holds the shares in a fiduciary or nominee capacity for underlying investors, who retain the right to direct voting and disposition for their respective accounts; Simon reports shared voting and dispositive power over all 15,079,795 shares.
The reported holdings comprise three record positions of 13,532,912, 236,393 and 1,310,490 ordinary shares. The percentage is calculated using 281,534,950 ordinary shares issued and outstanding as of the date hereof. Simon states that no underlying investor is known to have or share voting or dispositive power over all of the shares it holds.
For newcleo plc, Elysia Capital I SCSp reports beneficial ownership of 19,210,290 ordinary shares, or 6.8%, with sole voting and dispositive power. Stefano Buono reports 20,123,335 shares, or 7.1%, including Elysia’s 19,210,290 shares, 119,603 held directly and 793,442 issuable upon options exercisable within 60 days. Buono reports shared voting and dispositive power over Elysia’s shares and disclaims beneficial ownership of them except to the extent of any pecuniary interest.
newcleo plc (NWCL) inaugurated FASTER, a fuel engineering, testing and training center in Chusclan, France, representing an investment of around €10 million. The dedicated non-nuclear center is designed to develop, test and qualify technologies and processes for future MOX fuel manufacturing. Seven test facilities are operating, and newcleo said its fuel team comprises around 100 engineers and specialists.
The facilities address manufacturing stages including powder dosing, pellet pressing, fuel-pin assembly and quality inspection, with further installations under development. For its proposed MOX fuel fabrication facility in France’s Aube department, the French Nuclear Safety and Radiation Protection Authority issued an overall satisfactory evaluation of proposed safety options in July 2026. newcleo said it plans to use the feedback in further development of the facility and its U.S. licensing strategy. Its acquisition of Bonifait Pesage is expected to close in Q4 2026.
newcleo plc (NWCL) is registering up to 217,834,936 ordinary shares for resale by selling securityholders. It also registers issuance of up to 291,717 ordinary shares upon exercise of Company Private Warrants and resale of up to approximately 8,855,000 ordinary shares issuable upon NextChem Warrants. The company receives no proceeds from resales; it may receive cash from Company Private Warrant exercises, while NextChem exercise is settled by set-off against earn-out obligations and yields no cash.
The resale shares represent 71.1% of ordinary shares outstanding as of the prospectus date. Of the registered resale shares, 17,677,233 (approximately 8.1%) are issuable upon conversion of Class B shares only after $15.00 and $18.00 volume weighted average price vesting conditions are met; neither condition had been satisfied as of the prospectus date. Newcleo says potential selling activity could increase price volatility or cause a significant decline.
For the six months ended June 30, 2026, revenue from products and services was €19.429 million, compared with €13.347 million in 2025, and net loss was €81.981 million versus €74.293 million. The company has not constructed any LFR plants or MOX fuel manufacturing plants or entered a binding customer contract to operate them.
newcleo plc (NWCL) shareholders approved the terms of a Prepaid Share Forward Confirmation dated September 11, 2026, among the company, NewHold Investment Corp III and Tech Opportunities LLC. The terms relate to newcleo’s off-market purchase of up to 7,000,000 ordinary shares. The resolution conferred authority that expires five years after approval unless renewed, varied or revoked by the company in general meeting. Of the votes cast, 128,658,930 (99.98%) supported the resolution and 24,336 (0.02%) opposed it; 158,058 votes were withheld.
newcleo plc reported first-half 2026 revenue of €19.4 million, up 46% from €13.3 million, and gross profit of €6.1 million, up 48% from €4.2 million. Net loss increased 10% to €82.0 million from €74.3 million. Net cash flows used in operating activities were €53.7 million, versus €72.2 million a year earlier; cash and cash equivalents were €66.5 million at June 30, 2026.
On September 21, 2026, newcleo completed its business combination and Nasdaq listing, raising gross proceeds of approximately $247 million (approximately €215 million). Preliminary unaudited cash was approximately €233 million at September 30. Management concluded resources were sufficient for at least 12 months from authorization of the interim statements, and the previously identified material uncertainty related to going concern no longer exists.
After June 30, newcleo installed the main vessel and turbine at its 10 MWt non-nuclear PRECURSOR demonstration reactor, scheduled for completion at the end of 2026. France’s nuclear safety authority gave an overall satisfactory evaluation of proposed safety features for the planned MOX fuel facility ahead of a license application. The company was selected for advanced negotiations under the U.S. Department of Energy’s surplus plutonium program, subject to security, safeguards and material-accountability requirements.
newcleo plc (NWCL) announced that William D. Magwood, IV is anticipated to join its board as vice-chairman, effective January 1, 2027.
Magwood has spent the past decade as Director-General of the OECD Nuclear Energy Agency and is to step down from that position at the end of 2026. During his 12 years at the agency, he oversaw cooperation on reactor safety, fuel-cycle policy and next-generation nuclear technology. He was a U.S. Nuclear Regulatory Commission commissioner from 2010 to 2014 and led the U.S. Department of Energy’s Office of Nuclear Energy from 1998 to 2005.
newcleo plc (NWCL) director Sezaneh Taherian amended her ownership report to include 32,000 directly held ordinary shares beneficially owned as of September 21, 2026. The amendment says these shares were inadvertently omitted from her original Form 3, filed that date.