newcleo plc completed its business combination with NewHold Investment Corp III on September 21, 2026. Its ordinary shares and public warrants began trading on the Nasdaq Global Market on September 22 under the symbols NWCL and NWCLW, respectively.
Stefano Buono became chief executive officer and director; Elisabeth Rizzotti became deputy chief executive officer, chief operating officer and director; and Jon Stranske became group chief financial officer. The other directors are Anne-François de Bourdoncle de Saint Salvy, Raffaele Petrone, Andrea Ruben Osvaldo Levi, Manfredi Lefebvre d’Ovidio de Clunières di Balsorano, Suzy Taherian and Heinz Maeusli.
At closing, newcleo adopted amended and restated articles governing share rights and board and shareholder procedures, and entered into an amended registration-rights agreement granting holders rights over certain company securities. NewHold assigned the prior warrant agreement to newcleo, which assumed its obligations and appointed Computershare as successor warrant agent. Warrants outstanding and unexercised immediately before the merger were exchanged for warrants to acquire one ordinary share each, subject to adjustment, and the prior warrants were terminated.
newcleo plc Chief Executive Officer and director Stefano Buono received three stock-option grants on September 21, 2026: 134,596, 4,291 and 9,814 options, each with a $0.0228 exercise price. The Company Earnout Bonus Options vest in two 50% portions if Ordinary Share price thresholds of $15.00 and $18.00 are met under specified trading-day tests between September 21, 2026 and September 21, 2031, subject to service conditions. Each grant also has a separate four-anniversary service-vesting schedule.
Separately, 11,960 Class B Shares were issued directly to Buono and 1,921,029 were issued indirectly through Elysia Capital I SCSp. The Class B Shares automatically convert one-for-one into Ordinary Shares in 50% portions if the stated $15.00 and $18.00 price conditions are met during the five-year period beginning September 21, 2026.
newcleo plc (NWCL) reports that Elisabeth Rizzotti, a director and Deputy Chief Executive Officer and Chief Operating Officer, received four stock-option grants on September 21, 2026: 96,140, 3,759, 7,416 and 12,418 options. Each has a $0.0228 exercise price. The Company Earnout Bonus Options have market-price milestones and service-vesting conditions. No Rule 10b5-1 plan is reported.
Rizzotti also acquired 32,447 Class B Shares, with 32,447 reported following the transaction. The shares are to convert one-for-one into the same number of Ordinary Shares in two 50% tranches when the stated $15.00 and $18.00 price milestones are met during the specified trading-day periods, within the period beginning September 21, 2026 and ending on its five-year anniversary.
newcleo plc (symbol: NWCL) is the issuer of record for a Form 4 filing submitted to the SEC. Stranske Jon reported acquisition or exercise transactions in this Form 4 filing.
newcleo plc (NWCL) Group Chief Financial Officer Jon Stranske received an award of 6,729 Company Earnout Bonus RSUs on September 21, 2026. His reported direct holdings after the award were 74,027 Ordinary Shares.
The award vests 50% if the volume-weighted average price per Ordinary Share equals or exceeds $15.00 during any 20 trading days within a 30 trading day period, and 50% if it equals or exceeds $18.00 during any trading day within a 30 trading day period. The price conditions apply between September 21, 2026 and September 21, 2031, and applicable service vesting conditions also apply.
newcleo plc reported the issuance of 2,030,119 Class B Shares, held indirectly through FIN POSILLIPO S.p.A. Director Raffaele Petrone reported the transaction on September 21, 2026, under a Business Combination Agreement.
The shares will automatically convert and be re-designated into the same number of Ordinary Shares, on a one-for-one basis, in two 50% tranches. One tranche is triggered if the volume-weighted average price per Ordinary Share equals or exceeds $15.00 during any 20 trading days within a 30 trading day period; the other is triggered if it equals or exceeds $18.00 during any trading days within a 30 trading day period. Price attainment must occur from September 21, 2026 through the five-year anniversary.
newcleo plc director Lefebvre d'Ovidio Manfredi reported Emmeplus Limited’s indirect acquisition of 326,049 Class B Shares on September 21, 2026, issued under a Business Combination Agreement. The shares automatically convert and are re-designated into the same number of Ordinary Shares on a one-for-one basis: 50% if the volume-weighted average price per Ordinary Share reaches $15.00 during any 20 trading days within a 30 trading day period, and 50% if it reaches $18.00 during any trading days within a 30 trading day period. Price attainment must occur during the period beginning September 21, 2026 and ending on the five-year anniversary.
newcleo plc director Levi Andrea Ruben Osvaldo reported indirect acquisitions on September 21, 2026, held by Parabensa S.r.l. (374,946 Class B Shares) and DAL 1802 Educazione Cultura Salute (110,561 Class B Shares). The shares will automatically convert one-for-one into Ordinary Shares in two 50% portions if the $15.00 volume-weighted average price threshold is met during any 20 trading days within a 30 trading day period and the $18.00 threshold is met during any trading days within a 30 trading day period. Each price attainment must occur between September 21, 2026 and the five-year anniversary.
newcleo plc (symbol: NWCL) is the issuer of record for a Form 4 filing submitted to the SEC. de Bourdoncle de Saint Salvy Anne-Francois reported acquisition or exercise transactions in this Form 4 filing.
newcleo plc director Anne-Francois de Bourdoncle de Saint Salvy received a grant of 3,432 Company Earnout Bonus Options on September 21, 2026, exercisable at $0.0228 per Ordinary Share. Her reported option holdings after the grant were 37,766. The options are fully vested as to service, while vesting and exercisability also depend on price thresholds: 50% at $15.00 and 50% at $18.00 under the stated trading-window conditions.
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.
newcleo plc (NWCL) identifies Taherian Sezaneh as a director.