newcleo completes merger, receives about $247M

newcleo plc (NWCL) completed its business combination with special purpose acquisition company NewHold Investment Corp III, receiving approximately $247 million in gross proceeds.

Accepted by SEC EDGAR 09/22/2026 - 09:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

newcleo plc (NWCL) completed its business combination with special purpose acquisition company NewHold Investment Corp III, receiving approximately $247 million in gross proceeds. The proceeds comprised a $216 million PIPE and $31 million from NewHold’s trust account at closing; the transaction valued newcleo at a pre-money equity value of approximately $2.4 billion. Up to an additional $75 million may become available under a previously disclosed forward purchase agreement.

newcleo said it intends to deploy the additional capital to support global growth, complete and operate its 10MWth non-nuclear demonstrator in Italy, advance regulatory and licensing interactions with U.S. and French nuclear safety regulators, and pursue commercial opportunities for reactors and fuel manufacturing facilities in the U.S. and Europe. The company also said it raised close to $20 million since the business-combination announcement, bringing total funds raised to over $1 billion to date, inclusive of the transaction. Its ordinary shares and public warrants were expected to begin trading on the Nasdaq Global Select Market on September 22, 2026, under NWCL and NWCLW; its existing management team will continue to lead the combined company. The post-closing board is chaired by Jeffrey Lyash, former President and CEO of the Tennessee Valley Authority and Ontario Power Generation.

Positive

• newcleo received approximately $247 million in gross proceeds at business-combination closing.

Negative

• None.

Filing Explained

One additional holder detail is that existing newcleo shareholders rolled over 100% of their equity into the combined company, documenting that their equity continued through the transaction rather than being entirely cashed out.

Key Figures

Gross proceeds: approximately $247 million PIPE proceeds: $216 million Trust-account proceeds: $31 million +5 more

8 metrics

Gross proceeds approximately $247 million Received by newcleo at business-combination closing

PIPE proceeds $216 million Oversubscribed PIPE

Trust-account proceeds $31 million Provided from NewHold’s trust account at closing

Pre-money equity value approximately $2.4 billion Transaction valuation

Forward purchase agreement up to an additional $75 million May become available to newcleo

Funds raised since announcement close to $20 million Raised since the business-combination announcement

Total funds raised over $1 billion To date, inclusive of the transaction

Demonstrator capacity 10MWth Non-nuclear demonstrator in Italy that newcleo intends to complete and operate

Key Terms

PIPE, forward purchase agreement, pre-money equity value, lead-cooled fast reactor, +1 more

5 terms

PIPE financial

"an oversubscribed $216 million PIPE"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

forward purchase agreement financial

"under the previously disclosed forward purchase agreement"

A forward purchase agreement is a contract in which a buyer commits now to purchase securities or assets from a company at a set price and on a future date, much like placing a pre-order for a product to be delivered later. For investors it matters because it provides predictable funding or supply, can affect share dilution and company valuation when the purchase happens, and signals the buyer’s confidence or risk exposure to future events.

pre-money equity value financial

"valued newcleo at a pre-money equity value"

The pre-money equity value is the total worth assigned to a company’s outstanding shares immediately before new investment is added; it represents the company’s equity “slice” before the new money changes the pie. Investors use it to calculate how much of the company they will own after a financing round and to judge whether the price per share is fair, similar to agreeing on the size of a pie before cutting it into new portions.

lead-cooled fast reactor technical

"its lead-cooled fast reactor and MOX nuclear fuel production"

A lead-cooled fast reactor is a type of nuclear power plant that uses liquid lead or lead–bismuth as a coolant and operates with fast (high-energy) neutrons to produce heat for electricity. Think of it as a boiler where a heavy, molten metal carries heat instead of water; this design aims for greater fuel efficiency, smaller waste volumes and inherent safety features. For investors, it matters because it represents a capital-intensive, long-horizon technology with potential for lower fuel costs, regulatory and construction risk, and possible advantages in waste management and long-term power generation economics.

MOX nuclear fuel technical

"lead-cooled fast reactor and MOX nuclear fuel production"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much gross proceeds did NWCL receive from the business combination?

newcleo received approximately $247 million in gross proceeds at closing, comprising an oversubscribed $216 million PIPE and $31 million provided from NewHold’s trust account. The transaction valued newcleo at a pre-money equity value of approximately $2.4 billion.

What does NWCL plan to use the business-combination capital for?

newcleo said it intends to use the additional capital to support global growth, complete and operate its 10MWth non-nuclear demonstrator in Italy, advance regulatory and licensing interactions with U.S. and French nuclear safety regulators, and pursue commercial opportunities for reactors and fuel manufacturing facilities in the U.S. and Europe.

Could NWCL receive additional money under the forward purchase agreement?

Up to an additional $75 million may become available to newcleo under the previously disclosed forward purchase agreement.

When were NWCL shares and warrants expected to begin trading?

newcleo’s ordinary shares and public warrants were expected to begin trading on the Nasdaq Global Select Market on September 22, 2026, under NWCL and NWCLW, respectively.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

_________________________

Commission File Number: 001-43479

newcleo plc

(Exact Name of Registrant as Specified in Its Charter)

55 South Audley Street

London, W1K 2QH
United Kingdom
+39 011 5139700

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒ Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule l0l(b)(l):

Yes  ☐ No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐ No  ☒

TABLE OF CONTENTS

___________________

Exhibit

99.1 Press release dated September 21, 2026 – newcleo plc and NewHold Investment Corp III Announce Completion of Business Combination

Background

As previously announced, on May 26, 2026, NewHold Investment Corp III, a Cayman Islands exempted company with limited liability ("SPAC") entered into that certain Business Combination Agreement (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination") by and among newcleo plc, a public limited company incorporated under the laws of England and Wales (f/k/a NewCleo Ltd., a private limited company incorporated under the laws of England and Wales) (the “Company”), 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”). Each of SPAC, the Company, Merger Sub 1 and Merger Sub 2 will individually be referred to herein as a "Party" and, collectively, as the "Parties." Terms used but not defined herein shall have the meaning given to such terms in the Business Combination Agreement.

Closing of the Business Combination

On September 21, 2026, SPAC and the Company jointly issued a press release announcing that they have closed the Business Combination and that, beginning on September 22, 2026, the Company’s ordinary shares and public warrants are expected to begin trading on the Nasdaq Stock Market under the ticker symbols "NWCL" and “NWCLW”, respectively. A copy of the press release is attached hereto as Exhibit 99.1.

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, thereunto duly authorized.

	newcleo plc
	By:	/s/ Stefano Buono
		Name:	Stefano Buono
		Title:	Chief Executive Officer and Director

Date: September 22, 2026

Exhibit 99.1

   

newcleo Completes Business Combination, Raises $247

Million and Will Start Trading on Nasdaq Under Ticker

Symbol “NWCL” on September 22, 2026

Transaction provides $247 million in gross proceeds to support newcleo’s U.S. and European growth, advance its lead-cooled fast reactor and MOX nuclear fuel production towards commercialization

newcleo’s ordinary shares to begin trading on Nasdaq under the ticker symbol “NWCL” on September 22, 2026

Highly experienced Board of Directors to be led by industry veteran Jeffrey Lyash, former President and CEO of the Tennessee Valley Authority and Ontario Power Generation

Paris, France, and New York, NY, September 21, 2026 – newcleo plc (“newcleo” or the “Company”), a pioneer in advanced modular reactor (“AMR”) technology and nuclear fuel manufacturing, today announced that the Company has closed its previously announced business combination (the “Business Combination”) with NewHold Investment Corp III (Nasdaq: NHIC) (“NewHold”), a publicly listed special purpose acquisition company.

The close of the Business Combination follows approval by NewHold’s shareholders at an Extraordinary General Meeting held on September 17, 2026. newcleo’s ordinary shares and warrants will begin trading on the Nasdaq Global Select Market under the ticker symbols “NWCL” and “NWCLW”, respectively, on September 22, 2026.

The transaction establishes a strong capital foundation for newcleo as a public company, directly providing approximately $247 million of gross proceeds to advance newcleo’s U.S. and European growth and move its lead-cooled fast reactor and MOX nuclear fuel production towards commercialization.

The transaction valued newcleo at a pre-money equity value of approximately $2.4 billion. Gross proceeds received by the Company were comprised of an oversubscribed $216 million PIPE and $31 million provided from NewHold’s trust account at time of closing.

Up to an additional $75 million may become available to the Company under the previously disclosed forward purchase agreement, as described in the Current Report on Form 8-K filed by NewHold on September 11, 2026.

Additionally, newcleo has also raised close to $20 million since the Business Combination announcement, bringing total funds raised to over $1 billion to-date, inclusive of this transaction.

newcleo intends to deploy the additional capital to support its global growth, completing and operating its 10MWth non-nuclear demonstrator in Italy, advancing regulatory and licensing

interactions with U.S. and French nuclear safety regulators, and to continue pursuing commercial opportunities to deploy its reactors and fuel manufacturing facilities in the U.S. and Europe.

“Today we are reaching a new steppingstone that sets newcleo up for long-term success. We look forward to continuing to deliver on our ambitious projects to bring about safe, clean, sustainable and competitive nuclear energy, and to do so from within the world’s greatest market for innovation capital,” said Stefano Buono, CEO and Co-Founder of newcleo. “We would like to thank our legacy shareholders, who have been with us in developing newcleo as a company at the forefront of nuclear innovation, as well as the great team at NewHold, their shareholders, the PIPE investors who have joined the transaction and those who will support our long-term ambition as we become a Nasdaq-listed company. We couldn’t have achieved this impressive level of development without them and we look forward to continuing on this path with the people that are building our success from within the company every day.”

“newcleo’s public listing is the culmination of the hard work our two teams have put into this transaction, and we’re glad to see it through to such an incredibly successful completion,” said Kevin Charlton, CEO of NewHold. “We believe newcleo's technology, spanning both reactor and fuel businesses, is well positioned to win in the growing global nuclear industry and serve the growing need for reliable, low-carbon power.”

newcleo’s existing management team will continue to lead the combined company. Existing newcleo shareholders rolled over 100% of their equity, demonstrating strong confidence in the Company’s prospects. The transaction was unanimously approved by the boards of directors of both NewHold and newcleo.

Following the closing of the transaction, newcleo's Board of Directors is composed of an experienced group of leaders with expertise spanning nuclear technology, capital markets, and public company governance. The board is chaired by Jeffrey Lyash, former President and CEO of the Tennessee Valley Authority and Ontario Power Generation Inc., who brings more than 40 years of experience in the power generation, transmission, and distribution sectors. The board also includes Stefano Buono, Founder and CEO of newcleo and Andrea Ruben Levi, who previously served as Chairman and continues on the board as Chair of the Compensation Committee. Completing the public company board are Anne-Francois de Bourdoncle de Saint Salvy, Manfredi Lefebvre D’Ovidio, Heinz Maeusli, Raffaele Petrone, Elisabeth Rizzotti and Suzy Taherian.

Advisors

Guggenheim Securities acted as financial advisor and capital markets advisor to newcleo. Goldman Sachs & Co. LLC acted as lead placement agent to newcleo. BTIG acted as placement agent and capital markets advisor to newcleo. Davis Polk & Wardwell LLP (New York) and CMS Cameron McKenna Nabarro Olswang LLP (London) acted as legal advisor to newcleo. Loeb & Loeb LLP acted as legal counsel to NewHold. Latham & Watkins LLP acted as legal counsel to the placement agents. ICR acted as strategic communications advisor to newcleo.

About newcleo

newcleo is an innovative nuclear technology company developing advanced modular reactors and nuclear fuel designed to deliver clean, safe and sustainable energy at competitive costs. newcleo's technology combines lead-cooled fast reactors with fuel manufactured from recycled nuclear materials, with the aim of providing abundant and reliable electricity and heat to industrial users while enabling the closure of the nuclear fuel cycle. newcleo brings together more than 900 highly skilled

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employees across Europe and the United States, spanning reactor and fuel design, engineering, and manufacturing. Through a vertically integrated supply chain and a growing network of strategic partnerships, newcleo is working to turn proven scientific and engineering solutions into deployable nuclear energy assets. For more information visit www.newcleo.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws. All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the completed Business Combination between NewHold and newcleo; the anticipated benefits 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 newcleo'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 newcleo's current expectations and assumptions 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. You should carefully consider the foregoing factors and the other risks and uncertainties described in other documents filed from time to time by newcleo with the SEC. 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 newcleo does not assume any obligation or intend to update or revise these forward-looking statements, each of which is made only as of the date of this press release.

For enquiries

Investor contact

newcleo@icrinc.com

Media contact

newcleo press office: media@newcleo.com

U.S. media inquiries: newcleo@icrinc.com

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 21.0 KB