newcleo H1 2026 earnings: loss widens 10% to €82M
After the September 2026 combination raised approximately $247 million in gross proceeds, management said prior going-concern uncertainty no longer exists.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
6-K
Rhea-AI Filing Summary
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.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointFirst-half revenue rose 46% to €19.4 million.
- Moderate pointOperating cash use fell to €53.7 million from €72.2 million.
- Moderate pointApproximately $247 million in gross proceeds; prior material going-concern uncertainty no longer exists. 11% of market cap
Negative
- Moderate pointFirst-half net loss increased 10% to €82.0 million.
Filing Explained
The July raise issued 3,994,146 shares for €16.4 million, reducing existing holders’ percentage ownership.
Form 6-K is a foreign private issuer’s interim report for material information published in its home market; this filing reports that newcleo completed a July 2026 capital raise, issuing 3,994,146 ordinary shares at
Separately, on June 30, newcleo signed a conditional agreement to acquire 100% of Bonifait Pesage for
Key Figures
Revenue from products and services: €19.4 million; €13.3 million in the comparable prior-year period
Gross profit: €6.1 million; €4.2 million in the comparable prior-year period
Net loss: €82.0 million; €74.3 million in the comparable prior-year period
+4 more
7 metrics
Revenue from products and services
€19.4 million; €13.3 million in the comparable prior-year period
Six months ended June 30, 2026; increased 46%
Gross profit
€6.1 million; €4.2 million in the comparable prior-year period
Six months ended June 30, 2026; increased 48%
Net loss
€82.0 million; €74.3 million in the comparable prior-year period
Six months ended June 30, 2026; increased 10%
Net cash flows used in operating activities
€53.7 million; €72.2 million in the comparable prior-year period
Six months ended June 30, 2026
Cash and cash equivalents
€66.5 million
As of June 30, 2026
Business combination gross proceeds
Approximately $247 million (approximately €215 million)
Business combination completed September 21, 2026
Preliminary unaudited cash and cash equivalents
Approximately €233 million
As of September 30, 2026
Key Terms
lead-cooled fast reactors, MOX fuel, Regulatory Engagement Plan (REP), PIPE Financing, +1 more
5 terms
lead-cooled fast reactors technical
"developing Generation-IV lead-cooled fast reactors"
A lead-cooled fast reactor is a type of nuclear power reactor that uses liquid lead (or lead-bismuth) as the coolant and operates with fast (high-energy) neutrons rather than slowing them with water. Think of it like a compact, hot-running engine that circulates molten metal to carry away heat; this design can allow higher fuel efficiency, smaller core sizes, and different waste-and-safety trade-offs compared with conventional water-cooled reactors. Investors track them because their technical features affect construction cost, operating performance, regulatory risk, and long-term waste management implications.
MOX fuel technical
"manufacture MOX fuel"
MOX fuel, short for mixed oxide fuel, is a type of nuclear reactor fuel made by combining plutonium oxide with natural or depleted uranium oxide and forming the mixture into fuel pellets. It is fabricated and loaded into reactor assemblies much like conventional uranium fuel but contains plutonium as the fissile material, so it can be used to generate power while reducing separated plutonium stockpiles. Use of MOX is subject to nuclear safety, security and nonproliferation rules and, in most reactors, it replaces only part of the core or requires specific licensing and engineering considerations.
Regulatory Engagement Plan (REP) regulatory
"submission of a Regulatory Engagement Plan (REP)"
PIPE Financing financial
"including the PIPE Financing"
Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.
going concern financial
"material uncertainty related to going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was NWCL’s first-half 2026 revenue?
Revenue from products and services was €19.4 million for the six months ended June 30, 2026, up 46% from €13.3 million in the comparable 2025 period. newcleo attributed the increase to manufacturing and installation of equipment and spare parts for third parties, as well as consultancy services.
How much did NWCL lose in the first half of 2026?
Net loss was €82.0 million for the six months ended June 30, 2026, compared with €74.3 million in the same period of 2025. newcleo said the increase was primarily due to higher non-cash share-based payment expense and third-party-related expenses.
What are the terms of NWCL’s Bonifait Pesage acquisition?
newcleo signed a conditional agreement to acquire 100% of Bonifait Pesage SAS for an aggregate equity value of €1.8 million. The terms provide for 55% in cash by newcleo SA and 45% through a share-for-share contribution to newcleo ltd, with completion expected no later than November 30, 2026.
What did NWCL submit to the NRC for its U.S. projects?
newcleo submitted a Regulatory Engagement Plan for the LFR-AS-200 reactor on July 14, 2026, and one for its planned MOX fuel facility on August 6, 2026. The plans outline a proposed pre-application engagement framework, licensing approach, and indicative schedule for technical submissions and interactions with NRC staff.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 October 2026
Commission file number: 001-43479
newcleo plc
(Exact name of Registrant as specified in its charter)
(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 ☐
TABLE OF CONTENTS
|
Exhibit
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||
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99.1
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Press Release dated October 2, 2026 – newcleo plc Reports First Half 2026 Financial and Operational Results
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99.2
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Unaudited Condensed Consolidated Interim Financial Statements for the Period Ended June 30, 2026
|
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.
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newcleo plc
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By:
|
/s/ Stefano Buono
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Name: Stefano Buono
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Title: Chief Executive Officer and Director
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Date: October 5, 2026
Exhbit 99.1
newcleo plc Reports First Half 2026 Financial and
Operational Results
First Half 2026 and Subsequent Commercial and Operational Highlights
|
•
|
Completed business combination with NewHold Investment Corp III (“SPAC”) on September 21, 2026 (the “Business Combination”); newcleo’s
ordinary shares and warrants commenced trading on the Nasdaq Global Select Market on September 22, 2026 under the symbols “NWCL” and “NWCLW,” respectively
|
|
•
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The Business Combination generated gross proceeds of approximately $247 million, consisting of approximately $31 million released from the SPAC’s trust account and
$216 million from the PIPE financing
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|
•
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Raised approximately $18.7 million in additional financing unrelated to the Business Combination since May 2026, bringing total funds raised since newcleo’s founding to over $1 billion
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|
•
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Installed the main vessel and turbine for its PRECURSOR non-nuclear 10 MWt demonstration reactor at the ENEA Brasimone Research Center outside Bologna, Italy;
completion of construction for PRECURSOR is expected by the end of 2026, with at-scale validation of systems to commence thereafter
|
|
•
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In partnership with Oklo, selected by the U.S. Department of Energy for advanced negotiations under the Surplus Plutonium Utilization Program
|
|
•
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Submitted Regulatory Engagement Plans to the U.S. Nuclear Regulatory Commission for the Company’s LFR-AS-200 lead-cooled fast reactor and its planned U.S.
mixed-oxide (MOX) fuel fabrication facility
|
|
•
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Received notice of an overall opinion of satisfactory compliance from the French Nuclear Safety and Radiation Protection Authority for the proposed safety features
for the Company’s planned MOX fuel fabrication facility in France
|
|
•
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Announced the acquisition, subject to customary closing conditions, of Bonifait Pesage, a French manufacturer of nuclear-grade scales and precision industrial
weighing equipment, augmenting the Company’s vertically integrated capabilities
|
|
•
|
Announced the appointment of Jeffrey Lyash, a nuclear industry veteran and former head of the Tennessee Valley Authority, as Chairman of the Board of Directors
|
|
•
|
Announced the appointment of William D. Magwood as Vice-Chairman of newcleo’s Board of Directors, effective January 1, 2027
|
|
•
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Announced the hiring of Dustin Greenwood as Vice President of U.S. Operations and Travis Chapman as Director of U.S. Regulatory Affairs and Licensing, strengthening
the Company’s growing U.S. team
|
|
•
|
Announced a partnership with SHINE to assess and jointly pursue opportunities relating to nuclear fuel recycling in the United States and European Union
|
|
•
|
On September 10, newcleo held an Analyst and Investor Day, a recording of which is available on newcleo’s website
|
First Half 2026 Financial Highlights
|
•
|
Generated Revenue from Products and Services of approximately €19.4 million, an increase of approximately 46% over First Half 2025
|
|
•
|
Reported Net Loss of approximately €82.0 million, an increase of approximately 10% over First Half 2025
|
|
•
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Reported Tangible Capital Expenditures of €25.3 million, an increase of 37% over First Half 2025
|
|
•
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Reported Selling, General & Administrative expenses of €59.2 million, an approximately 21% increase over First Half 2025
|
|
•
|
Cash & Cash Equivalents as of June 30, 2026 stood at €66.5 million
|
|
•
|
Total ordinary shares outstanding as of the closing date of the Business Combination stood at 281,534,950
|
|
•
|
As of September 30, 2026, preliminary, unaudited Cash & Cash Equivalents for the Company stood at approximately €233 million
|
LONDON October 02, 2026 – newcleo plc (Nasdaq: NWCL) (“newcleo” or the “Company”), a pioneer in advanced modular reactor (“AMR”) technology and nuclear fuel manufacturing, today announced its operational and financial results for the six months ended June
30, 2026.
“Becoming a public company is a defining milestone for newcleo, and
I want to thank every member of our team for the work that brought us to this point and to reporting our first results as a public company,” said Stefano Buono, Founder and CEO of newcleo. “Access to the public markets strengthens our ability to execute on our mission to deliver a credible, near-term path to advanced nuclear deployment and to
close the nuclear fuel cycle. The disciplined engineering, licensing, and partnership work carried out by our more than 900 employees across Europe and the United States will continue to drive newcleo’s progress, and I am excited to work with this incredible team every day.
“Importantly, newcleo is moving quickly down the path to both
technical validation and regulatory approval for our facilities. The installation of the main vessel for PRECURSOR, our 10 MWt non-nuclear demonstration reactor at Brasimone, is a development milestone for the LFR technology ahead of planned
commercial deployment. Completion of construction for PRECURSOR, which is expected by the end of 2026, and beginning the process of reactor system validation, are the next critical steps in qualifying the technology that will lead to the deployment
of our LFR-200 reactor.
“In parallel, pre-licensing for our reactor and MOX fuel facilities in France, Slovakia and the United States, including our ongoing engagement with the U.S. Nuclear Regulatory Commission, has moved forward. Our U.S.
growth is a particular focus: our work toward siting at Savannah River, and the broader policy support for nuclear expansion in the U.S., position newcleo to play a meaningful role in meeting U.S. energy demand, including from AI infrastructure. We look forward to updating investors on our progress.”
Commercial & Operational Events
On May 26, newcleo was selected by the U.S. Department of Energy for advanced negotiations under the Surplus Plutonium Utilization Program. The program aims to
make designated surplus plutonium material available to industry participants and enable the conversion of those materials into fuel for advanced nuclear reactors, subject to U.S. security, safeguards and material accountability requirements. newcleo’s selection, in partnership with Oklo, continues the companies’ strategic partnership as they work together to develop advanced fuel fabrication infrastructure
in the U.S.
On June 16, 2026, the Company announced a partnership with SHINE to collaborate on advancing innovative technologies for the recycling of used nuclear fuel. Under the agreement, the parties will assess how SHINE could
supply newcleo with reprocessed materials from the used nuclear fuel of traditional reactors to manufacture MOX fuel, and how SHINE could recycle spent fuel from newcleo’s reactors. The parties also intend to jointly pursue U.S. federal funding opportunities and explore additional opportunities for collaboration across both the
U.S. and European Union, where spent fuel stockpiles represent a growing strategic priority to support energy independence.
On June 30, 2026, newcleo announced its entry into an agreement to acquire Bonifait Pesage, a French manufacturer of nuclear-grade scales and precision industrial weighing equipment with a strong customer base in the French nuclear ecosystem.
Bonifait Pesage manufactures, installs, calibrates, and maintains weighing equipment, while also providing technical support. Since 2017, the company has held key certifications for the maintenance and verification of weighing systems used in
ionizing-radiation environments. The acquisition forms part of newcleo’s vertical integration
strategy, pursued since 2023, and is expected to close in the fourth quarter of 2026, subject to customary closing conditions. It is intended to bring critical manufacturing capabilities in-house, secure access to nuclear-grade weighing equipment
required for planned MOX fuel fabrication facilities, reduce supply-chain risk and support equipment customization.
Also subsequent to the first half, newcleo progressed work on the PRECURSOR non-nuclear demonstration reactor with the installation
of the main vessel and turbine at ENEA’s Brasimone facility located outside of Bologna, Italy. The 10 MWt non-nuclear demonstration reactor, which is scheduled for completion at the end of 2026, is intended to provide the Company with a fully
integrated, representative operating and power generating environment for the Company’s planned commercial reactors. Experimental data obtained through the operation of PRECURSOR is expected to inform the Company’s licensing processes on both sides
of the Atlantic, including safety computations, system performance analysis and materials development.
“In the first half of 2026, newcleo continued moving our operations
forward, continuing to convert planning into reality,” said Elisabeth Rizzotti, Co-Founder, Deputy-CEO and COO of newcleo. “Our OTHELLO test loop is operating, PRECURSOR is under active construction at Brasimone with major components manufactured and installed by our own vertically integrated subsidiaries, which gives us direct control
over cost, schedule, and quality across the supply chain rather than relying on third parties for critical systems. At the same time, our work with trusted partners continues to translate into concrete engineering and commercial work. Each of these
efforts, testing, building, manufacturing, and partnering, reflects the same discipline: turning our technology roadmap into physical progress on the ground.”
Regulatory Progress
Subsequent to the end of the first half, on July 17, newcleo announced that it had received from the French Nuclear Safety and
Radiation Protection Authority (“ASNR”) an overall satisfactory evaluation for the proposed safety features of its planned MOX fuel fabrication facility in France. The review by the ASNR offers practical feedback to continue developing the facility’s
safety features ahead of a license application and valuable experience to support the licensing process in the U.S. The Company is also progressing through a similar regulatory process for its lead-cooled fast reactor design and is currently awaiting
the opinion of the ASNR on the proposed safety features of that design.
On August 6, newcleo announced the submission of a Regulatory Engagement Plan (REP) to the U.S. Nuclear Regulatory Commission (NRC)
for its planned mixed-oxide (MOX) fuel fabrication facility, to be located in Aiken, South Carolina. The submission of a REP for the MOX facility followed the submission on July 14 to the NRC of a REP for the Company’s LFR-AS-200 reactor. The
submitted REPs set out the proposed framework for newcleo’s pre-application engagement with NRC staff in support of the future licensing of both the MOX facility and
the LFR-AS-200 lead-cooled fast reactor. The REPs provide an overview of the Company’s proposed licensing approach and an indicative schedule for technical submissions and interactions with the NRC.
Hiring of Key Personnel
On June 11, newcleo announced the hiring of Dustin Greenwood as Vice President of U.S. Operations and Travis Chapman as Director of
U.S. Regulatory Affairs and Licensing to direct and support the Company’s growing presence in the U.S. Both Greenwood and Chapman are experienced nuclear professionals, having worked in the U.S. Navy’s nuclear propulsion program, as well as at
leading companies developing advanced reactor and nuclear fuel projects. Dustin Greenwood will lead the development of newcleo’s U.S. operational footprint and
oversee execution of the Company’s American projects. He will focus on establishing operational capabilities, building strategic partnerships and supporting delivery of the Company’s U.S. deployment roadmap. Travis Chapman will lead newcleo’s U.S. licensing, permitting and regulatory engagement strategy, overseeing the Company’s interactions with federal regulators and supporting the licensing
pathway for newcleo’s advanced reactor and fuel technologies.
On September 9, the Company announced the appointment of Jeffrey Lyash to serve as Chairman of the Board of Directors. Lyash brings more than 40 years of experience spanning engineering, procurement, construction, and
operations across the power generation, transmission, and distribution sectors. He most recently served as President and Chief Executive Officer of the Tennessee Valley Authority (TVA), the largest public utility in the United States, where he
oversaw generation from coal, nuclear, hydroelectric, natural gas, and renewable sources while driving significant improvements in operating efficiency. Prior to TVA, Lyash served as President and CEO of Ontario Power Generation, where he was
responsible for $45 billion in assets and an 11,000-person workforce. He also served as President of Chicago Bridge & Iron’s Power Business Unit, leading engineering, procurement, and construction for multi-billion-dollar generation projects
globally.
On September 30, the Company announced the appointment of William D. Magwood as Vice-Chairman of newcleo’s Board of Directors,
effective January 1, 2027. Magwood has spent the past decade as Director-General of the OECD Nuclear Energy Agency (NEA), where he works directly with the nuclear regulators and energy ministries of NEA’s member countries. Magwood will step down
from his position at the NEA at the end of 2026 prior to assuming his position as newcleo’s Vice-Chairman.
First Half Financial Summary
|
(Amounts in thousands)
|
For the Six Months Ended
|
|||
|
6/30/2026
|
6/30/2025
|
|||
|
Revenue from Products and Services
|
€ 19,429
|
€ 13,347
|
||
|
Gross Profit
|
6,130
|
4,154
|
||
|
Other Income
|
6,554
|
4,763
|
||
|
Net Loss
|
81,981
|
74,293
|
||
|
Capital Expenditures
|
26,970
|
19,000
|
||
|
Cash & Cash Equivalents (end of period)
|
66,540
|
131,896
|
||
Revenue from Products and Services increased by approximately €6.1 million, or approximately 46%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The
increase was attributable to manufacturing and installation of equipment and spare parts for third parties as well as consultancy services.
Other Income increased by approximately €1.8 million, or 38%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was comprised of grant income and
an increase in research and development tax credits, both generated in France and Italy, as well as an increase in other income relating to a one-time project outside the Company’s core operations.
Gross Profit increased by approximately €2.0 million, or 48%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in Gross Profit was due to
increases in revenue outpacing increases in costs for the First Half 2026.
Net loss increased by approximately €7.7 million, or 10%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher non-cash share-based
payment expense as well as third-party related expenses.
Tangible capital expenditures were approximately €25.3 million for the six months ended June 30, 2026, compared to approximately €18.5 million for the six months ended June 30, 2025. The increase was due to investments
in technology and testing experimental facilities.
Selling, General & Administrative expenses were €59.2 million for the six months ended June 30, 2026, compared to approximately €48.9 million for the six months ended June 30, 2025. The increase in SG&A expense
was primarily due to increases in share-based payment expense, and increases in other staff costs related to transaction incentives payable on completion.
The Company had Cash & Cash Equivalents available of €66.5 million as of June 30, 2026, compared to €105.3 million as of December 31, 2025 and €131.9 million as of June 30, 2025.
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 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 http://www.newcleo.com
Contacts
For Investors and Media:
newcleo@icrinc.com
media@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 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.
Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income (Unaudited)
|
For the six months ended June 30,
|
For the six months ended June 30 2026
|
||
|
2026
|
2025
|
||
|
|
(in thousands of euros unless otherwise stated)
|
Convenience translation into US dollars*
|
|
|
Revenue from Products and Services
|
19,429
|
13,347
|
22,149
|
|
Cost of sales
|
(13,299)
|
(9,193)
|
(15,161)
|
|
Gross profit
|
6,130
|
4,154
|
6,988
|
|
|
|||
|
Other income
|
6,554
|
4,763
|
7,472
|
|
Research and development expenses
|
(34,629)
|
(35,450)
|
(39,477)
|
|
Selling, General and Administrative expenses
|
(59,170)
|
(48,932)
|
(67,454)
|
|
Operating loss
|
(81,115)
|
(75,465)
|
(92,471)
|
|
|
|||
|
Loss on disposal of assets
|
(9)
|
(3)
|
(10)
|
|
Finance income
|
353
|
1,581
|
402
|
|
Finance costs
|
(1,448)
|
(991)
|
(1,650)
|
|
Share of loss of associates
|
(83)
|
-
|
(95)
|
|
Loss before income tax
|
(82,302)
|
(74,878)
|
(93,824)
|
|
|
|||
|
Income tax benefit
|
321
|
585
|
366
|
|
Net loss
|
(81,981)
|
(74,293)
|
(93,458)
|
|
|
|||
|
Other comprehensive income (loss)
|
|||
|
Items that may be subsequently reclassified to profit or loss
|
|||
|
Currency translation differences
|
198
|
(144)
|
226
|
|
Other comprehensive income (loss), net of tax
|
198
|
(144)
|
226
|
|
|
-
|
||
|
Total comprehensive loss
|
(81,783)
|
(74,437)
|
(93,232)
|
|
Net loss attributable to:
|
|||
|
Owners of newcleo plc
|
(81,981)
|
(74,293)
|
(93,458)
|
|
Non-controlling interest
|
-
|
-
|
-
|
|
Total comprehensive loss attributable to:
|
|||
|
Owners of newcleo plc
|
(81,783)
|
(74,437)
|
(93,232)
|
|
Non-controlling interest
|
-
|
-
|
-
|
|
Net loss per share for loss attributable to the ordinary equity holders:
|
|||
|
Basic and diluted loss per share
|
(0.16)
|
(0.16)
|
(0.18)
|
*Convenience translation into US dollars in thousands (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14).
Note: EPS for the period ended June 30, 2026 is calculated based on the number of shares before the share consolidation. Following the closing of the Business Combination, it would be restated to $(0.34).
Condensed Consolidated Statements of Financial Position (Unaudited)
|
June 30, 2026
|
December 31, 2025
|
June 30, 2026
|
|
|
|
(in thousands of euros unless otherwise stated)
|
Convenience translation into US dollars*
|
|
|
ASSETS
|
|
|
|
|
NON-CURRENT ASSETS
|
|||
|
Goodwill
|
37,281
|
37,281
|
42,500
|
|
Intangible assets, net
|
42,760
|
43,054
|
48,746
|
|
Property, plant and equipment, net
|
115,999
|
93,436
|
132,239
|
|
Right-of-use asset
|
17,665
|
18,521
|
20,138
|
|
Investments
|
76
|
75
|
87
|
|
Investments in associates
|
31,553
|
31,635
|
35,970
|
|
Other long-term receivables
|
34,871
|
35,207
|
39,753
|
|
Deferred tax assets
|
3,059
|
2,176
|
3,487
|
|
TOTAL NON-CURRENT ASSETS
|
283,264
|
261,385
|
322,920
|
|
|
|||
|
CURRENT ASSETS
|
|||
|
Inventories
|
4,843
|
5,057
|
5,521
|
|
Short-term investments
|
2,335
|
2,291
|
2,662
|
|
Trade receivable, contract and other assets, net
|
77,768
|
62,314
|
88,656
|
|
Cash and cash equivalents
|
66,540
|
105,270
|
75,856
|
|
TOTAL CURRENT ASSETS
|
151,486
|
174,932
|
172,695
|
|
TOTAL ASSETS
|
434,750
|
436,317
|
495,615
|
|
|
|||
|
NON-CURRENT LIABILITIES
|
|||
|
Provisions
|
4,094
|
4,170
|
4,667
|
|
Other liabilities
|
8,932
|
9,305
|
10,182
|
|
Lease liabilities
|
14,667
|
15,537
|
16,720
|
|
Borrowings
|
15,929
|
16,306
|
18,159
|
|
Deferred tax liabilities
|
4,430
|
4,244
|
5,050
|
|
TOTAL NON-CURRENT LIABILITIES
|
48,052
|
49,562
|
54,778
|
|
|
|||
|
CURRENT LIABILITIES
|
|||
|
Provisions
|
378
|
186
|
431
|
|
Trade and other payables
|
60,055
|
83,808
|
68,463
|
|
Lease liabilities
|
3,545
|
3,250
|
4,041
|
|
Borrowings
|
2,497
|
2,583
|
2,847
|
|
TOTAL CURRENT LIABILITIES
|
66,475
|
89,827
|
75,782
|
|
TOTAL LIABILITIES
|
114,527
|
139,389
|
130,560
|
|
EQUITY
|
|||
|
Share capital
|
5,046
|
4,739
|
5,752
|
|
Share premium
|
23,378
|
562,904
|
26,652
|
|
Other reserves
|
57,067
|
51,383
|
65,057
|
|
Retained earnings (accumulated deficits)
|
234,695
|
(324,123)
|
267,552
|
|
Equity attributable to owners of newcleo plc
|
320,186
|
294,903
|
365,013
|
|
Non-controlling interests
|
37
|
2,025
|
42
|
|
TOTAL EQUITY
|
320,223
|
296,928
|
365,055
|
|
TOTAL EQUITY AND LIABILITIES
|
434,750
|
436,317
|
495,615
|
*Convenience translation into US dollars in thousands (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14).
Condensed Consolidated Cash Flow Statement (Unaudited)
|
For the six months ended June 30
|
For the six months ended June 30 2026
|
|||||
|
2026
|
2025
|
|||||
|
|
(in thousands of euros)
|
Conve-nience translation into US$*
|
||||
|
Cash flows from operating activities
|
|
|||||
|
Net loss
|
(81,981)
|
(74,293)
|
(93,458)
|
|||
|
Adjustments to reconcile net loss to net cash flows:
|
||||||
|
Loss from associates
|
83
|
-
|
95
|
|||
|
Finance income
|
(30)
|
(1,476)
|
(34)
|
|||
|
Finance costs
|
1,131
|
830
|
1,289
|
|||
|
Income tax benefit
|
(321)
|
(585)
|
(366)
|
|||
|
Depreciation of property, plant and equipment and right-of-use assets, amortization intangible assets and provisions
|
8,286
|
7,397
|
9,446
|
|||
|
Share-based payment expense
|
21,010
|
4,975
|
23,951
|
|||
|
Loss on disposals
|
9
|
4
|
10
|
|||
|
Other revenues and expenses without effect on cash flow
|
3
|
5
|
3
|
|||
|
Changes in working capital:
|
-
|
|||||
|
Decrease in inventory
|
214
|
94
|
244
|
|||
|
(Increase) in trade receivables, contract and other assets
|
(15,217)
|
(6,781)
|
(17,347)
|
|||
|
Increase (decrease) in trade and other payables
|
13,077
|
(2,428)
|
14,908
|
|||
|
Income taxes received
|
49
|
25
|
56
|
|||
|
Net cash flows used in operating activities
|
(53,687)
|
(72,233)
|
(61,203)
|
|||
|
|
||||||
|
Cash flows from investing activities
|
||||||
|
Acquisition of intangible assets
|
(1,642)
|
(458)
|
(1,872)
|
|||
|
Purchase of property, plant and equipment
|
(25,328)
|
(18,542)
|
(28,874)
|
|||
|
Proceeds from maturities of short-term investments
|
-
|
997
|
-
|
|||
|
Purchase of short-term investments
|
(41)
|
(160)
|
(47)
|
|||
|
Interest received from short-term investments
|
30
|
1,477
|
34
|
|||
|
Decrease (increase) in loans and deposits made
|
4
|
(2)
|
5
|
|||
|
Proceeds from sale of tangible and intangible assets
|
10
|
5
|
12
|
|||
|
Net cash flows used in investing activities
|
(26,967)
|
(16,683)
|
(30,742)
|
|||
|
|
||||||
|
Cash flows from financing activities
|
||||||
|
Proceeds from issues of shares
|
45,121
|
-
|
51,438
|
|||
|
Proceeds from issue of shares to non-controlling shareholders
|
-
|
31,637
|
-
|
|||
|
Repayments of borrowings and lease liabilities
|
(2,129)
|
(2,535)
|
(2,427)
|
|||
|
Interest expenses including interest on lease
|
(1,131)
|
(800)
|
(1,289)
|
|||
|
Net cash flows from financing activities
|
41,861
|
28,302
|
47,722
|
|||
|
|
||||||
|
Net decrease in cash and cash equivalents
|
(38,793)
|
(60,614)
|
(44,223)
|
|||
|
|
||||||
|
105,270
|
192,714
|
120,008
|
||||
|
Effect of foreign exchange rate changes
|
63
|
(204)
|
71
|
|||
|
Cash and cash equivalents at the end of the period
|
66,540
|
131,896
|
75,856
|
|||
*Convenience translation into US$ in thousands (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14)
Exhibit 99.2
newcleo plc
Company number: 13274878
Unaudited Condensed Consolidated Interim Financial Statements for the period ended June 30, 2026
Company number: 13274878
Unaudited Condensed Consolidated Interim Financial Statements for the period ended June 30, 2026
|
Table of Contents
|
|
|
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (UNAUDITED)
|
3
|
|
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
|
4
|
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
|
5
|
|
CONDENSED CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)
|
7
|
|
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|
8
|
|
NOTE 1 - GENERAL INFORMATION
|
8
|
|
NOTE 2 – SUMMARY OF MATERIAL ACCOUNTING POLICIES
|
9
|
|
2.1 Basis of Preparation
|
9
|
|
2.2 Going Concern
|
9
|
|
2.3 Basis of Consolidation
|
9
|
|
2.4 New Standards and Amendments to Existing Standards
|
10
|
|
2.5 Seasonality
|
10
|
|
2.6 Goodwill
|
10
|
|
2.7 Income tax
|
11
|
|
2.8 Convenience Translation
|
11
|
|
NOTE 3 - REVENUE FROM PRODUCTS AND SERVICES
|
11
|
|
NOTE 4 - OPERATING EXPENSES
|
12
|
|
NOTE 5 - INCOME TAXES
|
13
|
|
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT
|
13
|
|
NOTE 7 - SHARE CAPITAL
|
13
|
|
NOTE 8 - TRADE RECEIVABLE, CONTRACT AND OTHER ASSETS
|
14
|
|
NOTE 9 - TRADE AND OTHER PAYABLES
|
15
|
|
NOTE 10 - BORROWINGS
|
15
|
|
NOTE 11 - SEGMENT INFORMATION
|
15
|
|
NOTE 12 - EVENTS AFTER THE REPORTING PERIOD
|
15
|
2
Condensed Consolidated Statements of Profit or Loss and Other Comprehensive
Income (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
For the
six months ended
June 30,
|
|
|
For the
six months ended
June 30, 2026
|
|||
|
|
|
|
Notes
|
|
|
2026
|
|
|
2025
|
|
||
|
|
|
|
|
|
|
(in thousands of euros
unless otherwise stated)
|
|
|
Convenience translation
into US dollars*
|
|||
|
Revenue from Products and Services (2026: €788; 2025: nil from related
party)
|
|
|
3
|
|
|
19,429
|
|
|
13,347
|
|
|
22,149
|
|
Cost of sales
|
|
|
|
|
|
(13,299)
|
|
|
(9,193)
|
|
|
(15,161)
|
|
Gross profit
|
|
|
|
|
|
6,130
|
|
|
4,154
|
|
|
6,988
|
|
Other income
|
|
|
|
|
|
6,554
|
|
|
4,763
|
|
|
7,472
|
|
Research and development expenses
|
|
|
|
|
|
(34,629)
|
|
|
(35,450)
|
|
|
(39,477)
|
|
Selling, General and Administrative expenses (2026: €170; 2025: €168
from related party)
|
|
|
4
|
|
|
(59,170)
|
|
|
(48,932)
|
|
|
(67,454)
|
|
Operating loss
|
|
|
|
|
|
(81,115)
|
|
|
(75,465)
|
|
|
(92,471)
|
|
Loss on disposal of assets
|
|
|
|
|
|
(9)
|
|
|
(3)
|
|
|
(10)
|
|
Finance income
|
|
|
|
|
|
353
|
|
|
1,581
|
|
|
402
|
|
Finance costs
|
|
|
|
|
|
(1,448)
|
|
|
(991)
|
|
|
(1,650)
|
|
Share of loss of associates
|
|
|
|
|
|
(83)
|
|
|
—
|
|
|
(95)
|
|
Loss before income tax
|
|
|
|
|
|
(82,302)
|
|
|
(74,878)
|
|
|
(93,824)
|
|
Income tax benefit
|
|
|
5
|
|
|
321
|
|
|
585
|
|
|
366
|
|
Net loss
|
|
|
|
|
|
(81,981)
|
|
|
(74,293)
|
|
|
(93,458)
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences
|
|
|
|
|
|
198
|
|
|
(144)
|
|
|
226
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
198
|
|
|
(144)
|
|
|
226
|
|
Total comprehensive loss
|
|
|
|
|
|
(81,783)
|
|
|
(74,437)
|
|
|
(93,232)
|
|
Net loss attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of newcleo plc
|
|
|
|
|
|
(81,981)
|
|
|
(74,293)
|
|
|
(93,458)
|
|
Non-controlling interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total comprehensive loss attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of newcleo plc
|
|
|
|
|
|
(81,783)
|
|
|
(74,437)
|
|
|
(93,232)
|
|
Non-controlling interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net loss per share for loss attributable to the
ordinary equity holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
|
|
|
|
(0.16)
|
|
|
(0.16)
|
|
|
(0.18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Convenience translation into US dollars in thousands (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14).
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
Condensed Consolidated Statements of Financial Position (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
June 30,
2026
|
|
|
December 31,
2025
|
|
|
June 30,
2026
|
|
|
|
|
|
|
|
(in thousands of euros
unless otherwise stated)
|
|
|
Convenience translation
into US dollars*
|
|||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
37,281
|
|
|
37,281
|
|
|
42,500
|
|
Intangible assets, net
|
|
|
|
|
|
42,760
|
|
|
43,054
|
|
|
48,746
|
|
Property, plant and equipment, net
|
|
|
6
|
|
|
115,999
|
|
|
93,436
|
|
|
132,239
|
|
Right-of-use asset (2026: €416; 2025: €586 from related party)
|
|
|
|
|
|
17,665
|
|
|
18,521
|
|
|
20,138
|
|
Investments
|
|
|
|
|
|
76
|
|
|
75
|
|
|
87
|
|
Investments in associates
|
|
|
|
|
|
31,553
|
|
|
31,635
|
|
|
35,970
|
|
Other long-term receivables
|
|
|
|
|
|
34,871
|
|
|
35,207
|
|
|
39,753
|
|
Deferred tax assets
|
|
|
5
|
|
|
3,059
|
|
|
2,176
|
|
|
3,487
|
|
TOTAL NON-CURRENT ASSETS
|
|
|
|
|
|
283,264
|
|
|
261,385
|
|
|
322,920
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
4,843
|
|
|
5,057
|
|
|
5,521
|
|
Short-term investments
|
|
|
|
|
|
2,335
|
|
|
2,291
|
|
|
2,662
|
|
Trade receivable, contract and other assets, net (2026: €2,700; 2025:
€1,200 from related party)
|
|
|
8
|
|
|
77,768
|
|
|
62,314
|
|
|
88,656
|
|
Cash and cash equivalents
|
|
|
|
|
|
66,540
|
|
|
105,270
|
|
|
75,856
|
|
TOTAL CURRENT ASSETS
|
|
|
|
|
|
151,486
|
|
|
174,932
|
|
|
172,695
|
|
TOTAL ASSETS
|
|
|
|
|
|
434,750
|
|
|
436,317
|
|
|
495,615
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions
|
|
|
|
|
|
4,094
|
|
|
4,170
|
|
|
4,667
|
|
Other liabilities
|
|
|
|
|
|
8,932
|
|
|
9,305
|
|
|
10,182
|
|
Lease liabilities (2026: €63; 2025: €252 from related party)
|
|
|
|
|
|
14,667
|
|
|
15,537
|
|
|
16,720
|
|
Borrowings
|
|
|
10
|
|
|
15,929
|
|
|
16,306
|
|
|
18,159
|
|
Deferred tax liabilities
|
|
|
5
|
|
|
4,430
|
|
|
4,244
|
|
|
5,050
|
|
TOTAL NON-CURRENT LIABILITIES
|
|
|
|
|
|
48,052
|
|
|
49,562
|
|
|
54,778
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions
|
|
|
|
|
|
378
|
|
|
186
|
|
|
431
|
|
Trade and other payables
|
|
|
9
|
|
|
60,055
|
|
|
83,808
|
|
|
68,463
|
|
Lease liabilities (2026: €374; 2025: €369 from related party)
|
|
|
|
|
|
3,545
|
|
|
3,250
|
|
|
4,041
|
|
Borrowings
|
|
|
10
|
|
|
2,497
|
|
|
2,583
|
|
|
2,847
|
|
TOTAL CURRENT LIABILITIES
|
|
|
|
|
|
66,475
|
|
|
89,827
|
|
|
75,782
|
|
TOTAL LIABILITIES
|
|
|
|
|
|
114,527
|
|
|
139,389
|
|
|
130,560
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
7
|
|
|
5,046
|
|
|
4,739
|
|
|
5,752
|
|
Share premium
|
|
|
7
|
|
|
23,378
|
|
|
562,904
|
|
|
26,652
|
|
Other reserves
|
|
|
|
|
|
57,067
|
|
|
51,383
|
|
|
65,057
|
|
Retained earnings (accumulated deficits)
|
|
|
7
|
|
|
234,695
|
|
|
(324,123)
|
|
|
267,552
|
|
Equity attributable to owners of newcleo plc
|
|
|
|
|
|
320,186
|
|
|
294,903
|
|
|
365,013
|
|
Non-controlling interests
|
|
|
|
|
|
37
|
|
|
2,025
|
|
|
42
|
|
TOTAL EQUITY
|
|
|
|
|
|
320,223
|
|
|
296,928
|
|
|
365,055
|
|
TOTAL EQUITY AND LIABILITIES
|
|
|
|
|
|
434,750
|
|
|
436,317
|
|
|
495,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Convenience translation into US dollars in thousands (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14).
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
Condensed Consolidated Statement of Changes in Equity (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of euros)
|
|
|
Notes
|
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Other
reserves
|
|
|
Retained
earnings
(accumulated
deficits)
|
|
|
Attributable
to owners of
newcleo plc
|
|
|
Non-
controlling
interests
|
|
|
Total
equity
|
|
Balance at December 31, 2025
|
|
|
|
|
|
4,739
|
|
|
562,904
|
|
|
51,383
|
|
|
(324,123)
|
|
|
294,903
|
|
|
2,025
|
|
|
296,928
|
|
Net loss
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,981)
|
|
|
(81,981)
|
|
|
—
|
|
|
(81,981)
|
|
Other comprehensive income
|
|
|
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
Total comprehensive loss
|
|
|
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
(81,981)
|
|
|
(81,783)
|
|
|
—
|
|
|
(81,783)
|
|
Transactions with owners in their capacity as owners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Equity-settled share-based payments
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
21,010
|
|
|
—
|
|
|
21,010
|
|
|
—
|
|
|
21,010
|
|
Issue of share capital
|
|
|
7
|
|
|
246
|
|
|
83,834
|
|
|
—
|
|
|
—
|
|
|
84,080
|
|
|
—
|
|
|
84,080
|
|
Transfer of equity instruments issued in connection with the acquisition
of Next-N Investment
|
|
|
7
|
|
|
61
|
|
|
17,439
|
|
|
(17,500)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
NCI derecognized in connection with investment in Next-N
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
1,988
|
|
|
—
|
|
|
1,988
|
|
|
(1,988)
|
|
|
—
|
|
Share premium reduction
|
|
|
7
|
|
|
—
|
|
|
(640,799)
|
|
|
—
|
|
|
640,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other movements
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
Total transactions with owners
|
|
|
|
|
|
307
|
|
|
(539,526)
|
|
|
5,486
|
|
|
640,799
|
|
|
107,066
|
|
|
(1,988)
|
|
|
105,078
|
|
Balance at June 30, 2026
|
|
|
|
|
|
5,046
|
|
|
23,378
|
|
|
57,067
|
|
|
234,695
|
|
|
320,186
|
|
|
37
|
|
|
320,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of euros)
|
|
|
Notes
|
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Other
reserves
|
|
|
Accumulated
deficits
|
|
|
Attributable
to owners of
newcleo plc
|
|
|
Non-
controlling
interests
|
|
|
Total
equity
|
|
Balance at December 31, 2024
|
|
|
|
|
|
4,620
|
|
|
530,911
|
|
|
11,473
|
|
|
(185,782)
|
|
|
361,222
|
|
|
21
|
|
|
361,243
|
|
Net loss
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,293)
|
|
|
(74,293)
|
|
|
—
|
|
|
(74,293)
|
|
Other comprehensive loss
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(144)
|
|
|
—
|
|
|
(144)
|
|
|
—
|
|
|
(144)
|
|
Total comprehensive loss
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(144)
|
|
|
(74,293)
|
|
|
(74,437)
|
|
|
—
|
|
|
(74,437)
|
|
Transactions with owners in their capacity as owners:
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity-settled share-based payments
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4,975
|
|
|
—
|
|
|
4,975
|
|
|
—
|
|
|
4,975
|
|
Capital increase in newcleo SA subscribed by non-controlling shareholders
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
32,106
|
|
|
—
|
|
|
32,106
|
|
|
—
|
|
|
32,106
|
|
Non-controlling interests recognized on the newcleo SA capital increase
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(7,440)
|
|
|
—
|
|
|
(7,440)
|
|
|
7,440
|
|
|
—
|
|
Other movements
|
|
|
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Total transactions with owners
|
|
|
|
|
|
—
|
|
|
—
|
|
|
29,644
|
|
|
—
|
|
|
29,644
|
|
|
7,440
|
|
|
37,084
|
|
Balance at June 30, 2025
|
|
|
|
|
|
4,620
|
|
|
530,911
|
|
|
40,973
|
|
|
(260,075)
|
|
|
316,429
|
|
|
7,461
|
|
|
323,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of US dollars)
|
|
|
Notes
|
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Other
reserves
|
|
|
Retained
earnings
(accumulated
deficits)
|
|
|
Attributable
to owners of
newcleo plc
|
|
|
Non-
controlling
interests
|
|
|
Total
equity
|
|
|
|
|
Convenience translation into US dollars*
|
|||||||||||||||||||||
|
Balance at December 31, 2025
|
|
|
|
|
|
5,402
|
|
|
641,711
|
|
|
58,577
|
|
|
(369,500)
|
|
|
336,190
|
|
|
2,309
|
|
|
338,499
|
|
Net loss
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,458)
|
|
|
(93,458)
|
|
|
—
|
|
|
(93,458)
|
|
Other comprehensive income
|
|
|
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
226
|
|
Total comprehensive loss
|
|
|
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|
(93,458)
|
|
|
(93,232)
|
|
|
—
|
|
|
(93,232)
|
|
Transactions with owners in their capacity as owners:
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity-settled share-based payments
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
23,951
|
|
|
—
|
|
|
23,951
|
|
|
—
|
|
|
23,951
|
|
Issue of share capital
|
|
|
7
|
|
|
280
|
|
|
95,571
|
|
|
—
|
|
|
—
|
|
|
95,851
|
|
|
—
|
|
|
95,851
|
|
Transfer of equity instruments issued in connection with the acquisition
of Next-N Investment
|
|
|
7
|
|
|
70
|
|
|
19,880
|
|
|
(19,950)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
NCI derecognized in connection with investment in Next-N
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
2,267
|
|
|
—
|
|
|
2,267
|
|
|
(2,267)
|
|
|
—
|
|
Share premium reduction
|
|
|
7
|
|
|
—
|
|
|
(730,510)
|
|
|
—
|
|
|
730,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other movements
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(14)
|
|
|
—
|
|
|
(14)
|
|
|
—
|
|
|
(14)
|
|
Total transactions with owners
|
|
|
|
|
|
350
|
|
|
(615,059)
|
|
|
6,254
|
|
|
730,510
|
|
|
122,055
|
|
|
(2,267)
|
|
|
119,788
|
|
Balance at June 30, 2026
|
|
|
|
|
|
5,752
|
|
|
26,652
|
|
|
65,057
|
|
|
267,552
|
|
|
365,013
|
|
|
42
|
|
|
365,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Convenience translation into US dollars in thousands (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14)
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
Condensed Consolidated Cash Flow Statement (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
For the
six months ended
June 30
|
|
|
For the
six months ended
June 30 2026
|
|||
|
|
|
|
Notes
|
|
|
2026
|
|
|
2025
|
|
||
|
|
|
|
|
|
|
(in thousands
of euros)
|
|
|
Convenience translation
into US$*
|
|||
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
(81,981)
|
|
|
(74,293)
|
|
|
(93,458)
|
|
Adjustments to reconcile net loss to net cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from associates
|
|
|
|
|
|
83
|
|
|
—
|
|
|
95
|
|
Finance income
|
|
|
|
|
|
(30)
|
|
|
(1,476)
|
|
|
(34)
|
|
Finance costs
|
|
|
|
|
|
1,131
|
|
|
830
|
|
|
1,289
|
|
Income tax benefit
|
|
|
5
|
|
|
(321)
|
|
|
(585)
|
|
|
(366)
|
|
Depreciation of property, plant and equipment and right-of-use assets,
amortization intangible assets and provisions
|
|
|
6
|
|
|
8,286
|
|
|
7,397
|
|
|
9,446
|
|
Share-based payment expense
|
|
|
|
|
|
21,010
|
|
|
4,975
|
|
|
23,951
|
|
Loss on disposals
|
|
|
|
|
|
9
|
|
|
4
|
|
|
10
|
|
Other revenues and expenses without effect on cash flow
|
|
|
|
|
|
3
|
|
|
5
|
|
|
3
|
|
Changes in working capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in inventory
|
|
|
|
|
|
214
|
|
|
94
|
|
|
244
|
|
(Increase) in trade receivables, contract and other assets
|
|
|
|
|
|
(15,217)
|
|
|
(6,781)
|
|
|
(17,347)
|
|
Increase (decrease) in trade and other payables
|
|
|
|
|
|
13,077
|
|
|
(2,428)
|
|
|
14,908
|
|
Income taxes received
|
|
|
|
|
|
49
|
|
|
25
|
|
|
56
|
|
Net cash flows used in operating activities
|
|
|
|
|
|
(53,687)
|
|
|
(72,233)
|
|
|
(61,203)
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of intangible assets
|
|
|
|
|
|
(1,642)
|
|
|
(458)
|
|
|
(1,872)
|
|
Purchase of property, plant and equipment
|
|
|
|
|
|
(25,328)
|
|
|
(18,542)
|
|
|
(28,874)
|
|
Proceeds from maturities of short-term investments
|
|
|
|
|
|
—
|
|
|
997
|
|
|
—
|
|
Purchase of short-term investments
|
|
|
|
|
|
(41)
|
|
|
(160)
|
|
|
(47)
|
|
Interest received from short-term investments
|
|
|
|
|
|
30
|
|
|
1,477
|
|
|
34
|
|
Decrease (increase) in loans and deposits made
|
|
|
|
|
|
4
|
|
|
(2)
|
|
|
5
|
|
Proceeds from sale of tangible and intangible assets
|
|
|
|
|
|
10
|
|
|
5
|
|
|
12
|
|
Net cash flows used in investing activities
|
|
|
|
|
|
(26,967)
|
|
|
(16,683)
|
|
|
(30,742)
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issues of shares
|
|
|
|
|
|
45,121
|
|
|
—
|
|
|
51,438
|
|
Proceeds from issue of shares to non-controlling shareholders
|
|
|
|
|
|
—
|
|
|
31,637
|
|
|
—
|
|
Repayments of borrowings and lease liabilities (2026: €198; 2025: €464
from related party)
|
|
|
|
|
|
(2,129)
|
|
|
(2,535)
|
|
|
(2,427)
|
|
Interest expenses including interest on lease
|
|
|
|
|
|
(1,131)
|
|
|
(800)
|
|
|
(1,289)
|
|
Net cash flows from financing activities
|
|
|
|
|
|
41,861
|
|
|
28,302
|
|
|
47,722
|
|
Net decrease in cash and cash equivalents
|
|
|
|
|
|
(38,793)
|
|
|
(60,614)
|
|
|
(44,223)
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
|
|
|
105,270
|
|
|
192,714
|
|
|
120,008
|
|
Effect of foreign exchange rate changes
|
|
|
|
|
|
63
|
|
|
(204)
|
|
|
71
|
|
Cash and cash equivalents at the end of the period
|
|
|
|
|
|
66,540
|
|
|
131,896
|
|
|
75,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Convenience translation into US$ in thousands (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14)
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
7
Notes to the Condensed Consolidated Interim Financial Statements
Note 1 — General Information
newcleo plc (“newcleo” or the “Company”) is a private company incorporated in the United Kingdom on March 18, 2021 under the Companies Act
2006 and is headquartered in London. The address of the Company’s registered office is 55 South Audley Street, London, W1K 2QH. On September 2, 2026, the Company was re-registered under the Companies Act 2006 as a Public Company under the name
of newcleo plc.
newcleo and its subsidiaries (collectively, the “Group”) is a nuclear technology company developing Generation-IV lead-cooled fast reactors,
a class of small modular reactor that uses liquid lead as a coolant. The Group’s reactor designs are intended to operate using mixed-oxide (“MOX”) fuel derived by recycled nuclear materials, supporting a closed-fuel-cycle approach. The Group is
working towards generating safe, clean, economic, and practically inexhaustible energy for the world, through a radically innovative combination of existing, accessible technologies.
As of June 30, 2026, newcleo’s principal subsidiaries are set out below. Unless otherwise stated, they have share capital consisting solely
of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. Unless denoted with an (*), all entities listed are subsidiaries.
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
Ownership interest
held by the Group
|
|
|
Ownership interest held by
non-controlling interests
|
|||||||||
|
Name of entity
|
|
|
Place of
business/country of
incorporation
|
|
|
2026
|
|
|
2025
|
|
|
2026
|
|
|
2025
|
|
|
Principal
activities
|
|
newcleo Spa
|
|
|
Italy
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo Generation (UK) Ltd
|
|
|
United Kingdom
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo SA
|
|
|
France
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo Operations
|
|
|
France
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo SA
|
|
|
Switzerland
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo Americas LLC
|
|
|
USA
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo Real Estate Srl
|
|
|
Italy
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
Fucina Italia Srl (“Fucina”)
|
|
|
Italy
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
Servizi Ricerche e Sviluppo Srl (“SRS”)
|
|
|
Italy
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
Proil Srl
|
|
|
Italy
|
|
|
72%
|
|
|
70.28%
|
|
|
28%
|
|
|
29.72%
|
|
|
Nuclear
|
|
CCR Internazionale Scrl
|
|
|
Italy
|
|
|
90%
|
|
|
87.85%
|
|
|
10%
|
|
|
12.15%
|
|
|
Nuclear
|
|
Consorzio SRS Scrl
|
|
|
Italy
|
|
|
65%
|
|
|
63.45%
|
|
|
35%
|
|
|
36.55%
|
|
|
Nuclear
|
|
newcleo Fuel Innovations
|
|
|
France
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo Lead Fast Reactors Innovations
|
|
|
France
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
NewCleo 1
|
|
|
France
|
|
|
100%
|
|
|
97.61%
|
|
|
—
|
|
|
—
|
|
|
Nuclear
|
|
Newvys a.s.**
|
|
|
Slovakia
|
|
|
49%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Nuclear
|
|
Next-N S.p.A.*
|
|
|
Italy
|
|
|
40%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Nuclear
|
|
Pompes Rütschi SAS
|
|
|
France
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
Rütschi Fluid AG
|
|
|
Switzerland
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo SRO
|
|
|
Slovakia
|
|
|
100%
|
|
|
97.61%
|
|
|
0%
|
|
|
2.39%
|
|
|
Nuclear
|
|
newcleo SRL
|
|
|
Belgium
|
|
|
100%
|
|
|
—
|
|
|
0%
|
|
|
—
|
|
|
Nuclear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**
|
Joint-venture accounted for under equity method of accounting
|
|
*
|
Associate accounted for under equity method of accounting
|
8
Note 2 — Summary of Material Accounting Policies
2.1 Basis of Preparation
These condensed consolidated interim financial statements have been prepared in accordance and are compliant with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended December 31, 2025 (‘last annual financial
statements’). They do not include all the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards. However, selected explanatory notes are included to explain events and transactions
that are significant to an understanding of changes in the Group’s financial position and performance since the last annual financial statements.
The accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with those
applied and disclosed in the Group’s last annual financial statements.
The condensed consolidated interim financial statements are presented in Euros, and all values are rounded to the nearest thousand (€’000),
except when otherwise indicated.
These interim financial statements were authorized for issue by the Board of Directors on October 5, 2026. Subsequent events have been
evaluated through this date.
The interim results for the six months ended 30 June 2026 are not necessarily indicative of the results that may be expected for the year
ending 31 December 2026.
2.2 Going Concern
The condensed consolidated interim financial statements have been prepared on a going concern basis, on the assumption that the Group will
have access to sufficient financial resources to continue to trade for the foreseeable future, being at least 12 months from the reporting date.
As of June 30, 2026, the Group had cash and cash equivalents of €66.5 million. For the six months ended June 30, 2026, the Company used
approximately €53.7 million in cash for operating activities. Historically, the Group has incurred recurring net losses from operations and negative cash flows from operating activities.
The Group's ability to continue its operations is dependent on its ability to obtain additional financing or to achieve profitable operations
in the future. The Group expects that additional capital will be required during the next twelve months and beyond to fund ongoing operations and planned development activities. There can be no assurance that such financing will be available on
acceptable terms, or at all, or that the Group will be able to generate sufficient positive cash flows from operations in the near term.
On September 21, 2026, the Company completed its Business Combination and listed on Nasdaq, raising gross proceeds of approximately $247
million (approximately €215 million), including the PIPE Financing. As a result, the Group’s preliminary, unaudited cash and cash equivalents amounted to approximately €233 million as of September 30, 2026, compared to net cash flows used in
operating activities of €53.7 million for the six months ended June 30, 2026.
Based on these resources and its cash flow forecasts, management has concluded that the Group has sufficient financial resources to meet its
obligations for at least twelve months from the date of authorization of these condensed consolidated interim financial statements. Accordingly, the previously identified material uncertainty related to going concern no longer exists, and these
condensed consolidated interim financial statements have been prepared on a going concern basis.
2.3 Basis of Consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group; they are deconsolidated from the date when control ceases.
Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling
interests, even if this results in the non-controlling interests having a deficit balance. When necessary,
9
adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting
policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
2.4 New Standards and Amendments to Existing Standards
Recently Adopted Standards and Amendments to Existing Standards
In the current year, the Group adopted the below standards and amendments to existing standards that are effective for an accounting period
that begins on or after January 1, 2026.
|
•
|
Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments
|
|
•
|
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7: Annual Improvements Volume 11
|
|
•
|
Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature dependent Electricity
|
The adoption of these new standards did not have material impact on the consolidated financial statements.
Standards and Amendments to Existing Standards Not Yet Adopted
New standards and amendments to existing standards that have been issued but not yet effective and not been early adopted by the Group are as
follows:
|
|
|
|
|
|
Standard
|
|
|
IASB effective date
|
|
Amendments to IAS 21: Hyperinflationary presentation currency
|
|
|
January 1, 2027
|
|
IFRS 18: Presentation and Disclosure in Financial Statements (“IFRS 18”)
|
|
|
January 1, 2027
|
|
IFRS 19: Subsidiaries without Public Accountability: Disclosures
|
|
|
January 1, 2027
|
|
|
|
|
|
IFRS 18 is a new standard that will provide new presentation and disclosure requirements, replacing IAS 1, Presentation
of Financial Statements (“IAS 1”). IFRS 18 introduces changes to the structure of the income statement, provides required disclosures in financial statements for certain profit or loss
performance measures that are reported outside an entity's financial statements, and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18
is effective for years beginning on or after January 1, 2027, with earlier application permitted; retrospective application is required. The Group is currently assessing the impact of this amendment on its consolidated financial statements.
The Group does not expect that the adoption of the other standards and amendments to existing standards listed above will have a material
impact on the consolidated financial statements.
2.5 Seasonality
The Group’s operations are not subject to significant seasonal or cyclical variations. Revenue is significantly driven by long-term contracts
and generally consistent throughout the financial year. However, revenue recognized in any given interim period may vary depending on the timing of contract execution, milestone achievements or delivery schedules.
2.6 Goodwill
Goodwill is initially recognized and measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling
interests in the acquiree (if any), and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to
each of the Group’s cash-generating units (“CGUs”) or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. The CGUs or groups of CGUs are identified as the smallest identifiable group of assets
that generates cash inflows that are largely independent of the cash inflows from
10
other assets or group of assets. If the recoverable amount, determined by the higher of its value in use (discounted cash flow) or fair value
less cost of disposal of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the CGU pro-rata on the
basis of the carrying amount of each asset in the CGU. An impairment loss recognized for goodwill is not reversed in a subsequent period.
The value in use of each CGU is determined using a discounted cash flow analysis; the estimation of the recoverable value requires
significant judgement and involves the use of assumptions and estimates, including future cash flows, discount rates and growth rates. The estimation of the recoverable value is inherently uncertain and may be affected by changes in economic
and market conditions, as well as changes in the Group’s business operations.
CGUs were not tested for impairment because there were no impairment indicators at 30 June 2026. The annual test for impairment of goodwill
will be conducted in a subsequent reporting period in 2026.
2.7 Income tax
Deferred tax assets have been recognized in prior periods on the temporary difference arising from the elimination of unrealized intra-group
margin included in the cost of internally-produced property, plant and equipment, to the extent that it was considered probable that future taxable profits would be available against which the temporary difference could be utilized.
2.8 Convenience Translation
The Group's presentation currency is the euro. Solely for the convenience of the reader, certain euro amounts as at 30 June 2026 and for the
six-month period then ended have also been presented in US dollars, translated at the rounded European Central Bank reference rate at 30 June 2026 of EUR 1 = US$ 1.14. All amounts, including statement of profit or loss, statement of changes in
equity and cash flow amounts, have been translated at that single closing rate; no average rates have been used. The convenience translation is presented for the primary statements only and is not presented for the amounts disclosed in the
notes. This supplementary information does not comply with IFRS Accounting Standards and should not be construed as a representation that the euro amounts represent, or have been, or could be, converted into US dollars at that or any other
rate.
Note 3 — Revenue from Products and Services
The Group derives its revenue from contracts with customers for the transfer of goods and services in the following major product lines and
geographical regions.
Disaggregation of revenue
|
|
|
|
|
|||
|
(in thousands of euros)
|
|
|
For the six-months ended
June 30,
|
|||
|
|
|
|
2026
|
|
|
2025
|
|
External revenue by type:
|
|
|
|
|
|
|
|
Manufacturing and installation of equipment and spare parts
|
|
|
14,296
|
|
|
10,992
|
|
Consultancy services
|
|
|
5,133
|
|
|
2,355
|
|
Total revenue
|
|
|
19,429
|
|
|
13,347
|
|
External revenue by country of sale:
|
|
|
|
|
|
|
|
Italy
|
|
|
7,814
|
|
|
3,044
|
|
France
|
|
|
7,298
|
|
|
7,512
|
|
Switzerland
|
|
|
3,529
|
|
|
2,791
|
|
Slovakia
|
|
|
788
|
|
|
—
|
|
Total revenue
|
|
|
19,429
|
|
|
13,347
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|||
|
(in thousands of euros)
|
|
|
For the six-months ended
June 30,
|
|||
|
|
|
|
2026
|
|
|
2025
|
|
External revenue by customer location:
|
|
|
|
|
|
|
|
Europe
|
|
|
14,841
|
|
|
9,424
|
|
America
|
|
|
2,436
|
|
|
2,206
|
|
Asia
|
|
|
2,067
|
|
|
1,625
|
|
Africa
|
|
|
59
|
|
|
—
|
|
Middle East
|
|
|
26
|
|
|
92
|
|
Total revenue
|
|
|
19,429
|
|
|
13,347
|
|
External revenue by timing of revenue:
|
|
|
|
|
|
|
|
Goods transferred over time
|
|
|
8,865
|
|
|
5,680
|
|
Consultancy services transferred over time
|
|
|
5,133
|
|
|
2,355
|
|
Goods transferred point in time
|
|
|
5,431
|
|
|
5,312
|
|
Total revenue
|
|
|
19,429
|
|
|
13,347
|
|
|
|
|
|
|
|
|
Note 4 — Operating Expenses
Selling, general and administrative expenses
Selling, general and administrative expenses increased significantly by €10.2 million, from €48.9 million for the six months ended June 30,
2025 to €59.2 million for the six months ended June 30, 2026. The increase is mainly attributable to share-based payment expense and transaction costs related to the business combination with NewHold.
The increase in share-based-payments expense in 2026 is mainly driven by the December 2025 awards granted to all employees as a year-end
performance bonus, with the expense recognized over the four-year vesting period using the graded vesting method.
No material grants were awarded during the six months ended June 30, 2026.
|
|
|
|
|
|||
|
|
|
|
For the six monthsended
June 30,
|
|||
|
(in thousands of euros)
|
|
|
2026
|
|
|
2025
|
|
Share-based payments recorded in:
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
13,213
|
|
|
3,060
|
|
Research and development expenses
|
|
|
7,797
|
|
|
1,915
|
|
Total share-based payments expense
|
|
|
21,010
|
|
|
4,975
|
|
|
|
|
|
|
|
|
Legal and professional fees increased by €4.8 million for the six months ended June 30 compared to the same period in 2025, with the increase
mainly attributable to fees for lawyers and consultants in connection with the business combination. Other staff costs increased by €2.3 million for the six months ended June 30 compared to the same periods in 2025, primarily related to
transaction incentives payable upon completion of the business combination
These increases were partially offset by a decrease in wages and salaries and external services, mainly attributable to the decision to
reduce activities in the UK.
Research and development expenses
Research and development expenses remained stable, reflecting improved R&D expense management, notably through the internalization of
certain R&D activities.
Cost of sales
Cost of sales increased in line with revenue.
Other than the items described above, there were no significant changes in operating expenses.
12
Note 5 — Income taxes
Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the
full financial year. The estimated average annual tax rate used for the six months ended June 30, 2026 is 0.39%, compared to 0.78% for the six months ended June 30, 2025. The effective tax rate is significantly lower than the main rate of UK
corporation tax of 25%, primarily due to deferred tax assets arising from tax losses. These have not been recognized as it is not probable that sufficient taxable profits will be available against which they can be utilized. As a result, no tax
benefit is recognized on these losses, which reduces the effective tax rate.
During the six-month ended June 30, 2026, the Group reassessed the recoverability of the deferred tax asset. There is no significant movement
in the deferred tax asset balance from €2.2 million last December 31, 2025 to €3.0 million this quarter.
Although the underlying temporary difference increased to €7.8 million for this quarter, the Group concluded, based on its updated taxable
profit forecasts covering the Group's business plan period, that it is not probable that sufficient future taxable profits will be available to support recognition beyond the amount of €2.2 million, recognised as part of the €3.0 million
recorded deferred tax asset, which has been retained from the last assessment in 31 March 2026. Accordingly, no deferred tax asset has been recognised on deductible temporary differences of €2.2 million for the second quarter. This is a change
in accounting estimate under IAS 8, accounted for prospectively; previously recognised amounts are unaffected.
Note 6 — Property, plant and equipment
Property, plant and equipment increased by €22.6 million, from €93.4 million as at December 31, 2025 to €116.0 million as at June 30, 2026.
This increase was mainly driven by additions of €7.1 million in machinery and equipment and €19.1 million in construction work in progress.
The additions primarily relate to the construction of the PRECURSOR experimental facility at Brasimone and investments in the Material
Laboratory, newcleo's in-house infrastructure that enables the development of the advanced materials and chemistry management solutions needed for LFR technology, reducing technological risk and supporting nuclear qualification.
These additions were partially offset by the depreciation charge of €4.3 million for the period.
The total amount of capital commitments as of June 30, 2026 is €14.5 million (December 31, 2025: €26.5 million), primarily relating to the
construction of the precursor experimental facility at Brasimone.
Note 7 — Share Capital
As of June 30, 2026, the share capital of newcleo plc consists of 504,560,981 shares (473,910,109 as of December 31, 2025) at a nominal value
of Euro 0.01.
In June 2025, newcleo SA completed an equity financing through the issuance of redeemable bonds, raising aggregate gross proceeds of
approximately €32.1 million. The redeemable bonds were non-interest bearing and were converted into ordinary shares in newcleo SA on June 30, 2025 in accordance with the terms of the redeemable bonds agreement. Subsequently, in December 2025,
shares in newcleo SA were transferred to newcleo plc., by way of a contribution in kind. As a result, newcleo plc. issued 11,265,422 shares for a total value of €32.1 million to the related investors and received additional shares in newcleo
SA.
In October 2025, newcleo SA initiated a capital raise (the “October Capital Raise”) with new and existing investors for the subscription of
bonds redeemable into newcleo SA ordinary shares (the “October Capital Raise”). As of December 31, 2025, newcleo SA received €38.6 million in proceeds related to the October Capital Raise but had not yet issued any bonds in connection with the
October Capital Raise. newcleo recognized the proceeds of €38.6 million as a deferred redeemable bond obligation within trade and other payables on newcleo’s historical consolidated balance sheet as of December 31, 2025.
In January 2026, newcleo, newcleo SA and the investors associated with the October Capital Raise entered into an amendment pursuant to which
(i) newcleo SA and the investors agreed that the agreement to issue redeemable bonds
13
under the October Capital Raise shall terminate, and (ii) newcleo Ordinary Shares would be issued to the investors in lieu of newcleo SA
redeemable bonds (the “SA Capital Raise Amendment”). Upon the execution of the SA Capital Raise Amendment, no redeemable bonds were issued in connection with the October Capital Raise. In January 2026, newcleo raised an additional €18.8 million
under the October Capital Raise. On January 30, 2026, newcleo completed the October Capital Raise, raising aggregate proceeds of €57.4 million at a purchase price of €3.40 per newcleo Ordinary Share and issuing 16,880,136 newcleo Ordinary
Shares.
In January 2026, newcleo plc and newcleo SA entered into an amended contribution agreement with NextChem whereby the parties agreed to
exchange the issuance of 6,140,351 ordinary shares in newcleo SA with 6,140,351 newcleo plc. ordinary shares. The value of the consideration shares was set at €2.85 per share, corresponding to their fair market value and to the subscription
price of the shares issued by the Company in 2025, resulting in a total contribution of €17.5 million. Concurrently, the underlying ordinary shares in newcleo SA to be issued upon the achievement of the contingent consideration earnout events
were replaced with 18,421,053 warrants to subscribe for 18,421,053 newcleo plc. ordinary shares on substantially the same terms and conditions. In connection with this exchange, NextChem has become an investor in newcleo plc. The share transfer
was accounted for as a capital transaction and therefore, the previously recognized noncontrolling interest of €2.0 million was derecognized at its carrying value.
In April 2026, newcleo entered into subscription agreements with various investors pursuant to which the investors subscribed for 7,306,808
newcleo Ordinary Shares at a purchase price of €3.60 per share, for an aggregate cash consideration of €26.3 million (the "Pre-PIPE Financing"). Of this amount, €24.0 million was collected during the three months ended March 31, 2026 and the
remaining € 2.3 million was collected early April 2026. Pending the issuance of the corresponding Ordinary Shares, the €24.0 million collected as of March 31, 2026 was recorded within trade and other payables on the Company's consolidated
balance sheet as of that date. As of June 30, 2026, all shares had been issued and were recognized in share capital and share premium.
On June 29, 2026, newcleo plc's share premium account, an undistributable reserve, was reduced by €640,798,683 by shareholder resolution
supported by a directors' solvency statement, creating distributable reserves. The reduction was undertaken as a step in the Company's planned re-registration as a public limited company. No dividend has been declared or paid as a result.
Note 8 — Trade receivable, contract and other assets
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30,
|
|
|
As of December 31,
|
|
(in thousands of euros)
|
|
|
2026
|
|
|
2025
|
|
Current
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
10,946
|
|
|
9,559
|
|
Contract assets
|
|
|
24,277
|
|
|
20,938
|
|
Loss allowance
|
|
|
(661)
|
|
|
(409)
|
|
Trade receivables and contract assets, net
|
|
|
34,562
|
|
|
30,088
|
|
Grants receivable
|
|
|
7,319
|
|
|
—
|
|
Prepayments
|
|
|
8,222
|
|
|
6,852
|
|
Advances
|
|
|
3,910
|
|
|
4,567
|
|
Accrued income
|
|
|
163
|
|
|
1,459
|
|
Other taxes
|
|
|
20,582
|
|
|
17,350
|
|
R&D tax credit
|
|
|
2,733
|
|
|
1,779
|
|
Other receivables
|
|
|
277
|
|
|
219
|
|
Total trade receivable, contract and other assets
|
|
|
77,768
|
|
|
62,314
|
|
|
|
|
|
|
|
|
Trade receivables, contract and other assets, as detailed above, changed significantly from December 31, 2025, mainly due to the reclassification of grants receivable from other non-current assets to trade receivables, contract and other
assets, in line with the expected timing of collection of the grants from the granting authority. Within other non-current receivables, this decrease was mostly offset by an increase in income tax receivables, the ENEA advance and other
receivables, reflecting normal activity and timing of collection, with no significant change compared to year-end.
14
Note 9 — Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30,
|
|
|
As of December 31,
|
|
(in thousands of euros)
|
|
|
2026
|
|
|
2025
|
|
Current
|
|
|
|
|
|
|
|
Trade payables
|
|
|
15,749
|
|
|
15,860
|
|
Social security and other taxes
|
|
|
2,331
|
|
|
5,487
|
|
Accrued expenses
|
|
|
8,415
|
|
|
6,655
|
|
Payroll liabilities
|
|
|
14,076
|
|
|
9,990
|
|
Contract liabilities
|
|
|
17,716
|
|
|
5,026
|
|
Deferred redeemable bond obligation (Note 7)
|
|
|
—
|
|
|
38,577
|
|
Other payables
|
|
|
1,768
|
|
|
2,213
|
|
Total Trade and other payables
|
|
|
60,055
|
|
|
83,808
|
|
|
|
|
|
|
|
|
Note 10 — Borrowings
Except for interest charges and scheduled repayments of existing loans, bank loans remained unchanged during the period. The Company confirms
that no new borrowings were entered into during the period, that there were no defaults on any loan obligations, and that all applicable financial covenants were complied with as at the reporting date.
Note 11 — Segment Information
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM reviews
consolidated results to assess performance, make decisions and allocate operating and capital resources of the Company as a whole, therefore there is only one reportable segment. The CODM does not distinguish its principal business activities
for the purpose of internal reporting and uses the Company’s consolidated cash balance to allocate resources.
Major Customers
For the periods ended June 30, 2026 and 2025 revenue from the top 3 major customers including those contributing over 10% of the Group’s
total external revenue is as follows:
|
|
|
|
|
|||
|
|
|
|
For the six months ended
June 30,
|
|||
|
(In thousands of euros)
|
|
|
2026
|
|
|
2025
|
|
Customer A
|
|
|
3,395
|
|
|
—
|
|
Customer B
|
|
|
3,213
|
|
|
2,912
|
|
Customer C
|
|
|
1,700
|
|
|
2,085
|
|
Customer D
|
|
|
—
|
|
|
645
|
|
|
|
|
|
|
|
|
The composition of the Group's top three customers changed during the period, following the signature by SRS of significant contracts with a
new customer in early 2026.
Note 12 — Events After the Reporting Period
On May 26, 2026, newcleo ltd entered into a Business Combination Agreement with NewHold Investment Corp III to become a publicly listed
company on Nasdaq. NewHold and newcleo entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, in aggregate, 22,000,000 newcleo Ordinary Shares for a purchase price of
€8.52 or $10.00 per share for an aggregate commitment amount of €187.5 million, or $220.0 million, before approximately €9.6 million in transaction costs to be incurred related to the PIPE Financing. The PIPE Subscription Agreements was subject
to certain conditions, including, among other things, the closing of the Business Combination. On September 21, 2026, the Company completed its Business Combination with NewHold Investment Corp III and listed on Nasdaq, raising gross proceeds
of approximately $247 million (approximately €215 million), including the PIPE Financing. The net proceeds from this operation are intended to be used for general corporate purposes of the combined company following the Business Combination. As
of the date of authorization for issuance of these financial statements, the Business Combination had not yet been completed.
15
On June 30, 2026, the Group signed a conditional agreement to acquire 100% of Bonifait Pesage SAS for an aggregate equity value of
€1.8 million (55% in cash by newcleo SA, 45% by share-for-share contribution to newcleo ltd), with completion expected no later than November 30, 2026.
In July 2026, the Company opened a window for exercising vested options. Consequently, the number of shares increased by 941,354.
In July 2026, newcleo ltd. completed a capital raise with both new and existing investors, issuing 3,994,146 ordinary shares of newcleo ltd.
at a subscription price of €4.10 per share, for total gross proceeds of €16.4 million (€16.2 million in cash).
Contingent liabilities and commitments existing at 31 December 2025 are disclosed in the Group's consolidated financial statements for the
year ended 31 December 2025. There have been no material changes to the Group's contingent liabilities or commitments apart from what is disclosed in Note 6.
16