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For newcleo plc, Elysia Capital I SCSp reports beneficial ownership of 19,210,290 ordinary shares, or 6.8%, with sole voting and dispositive power. Stefano Buono reports 20,123,335 shares, or 7.1%, including Elysia’s 19,210,290 shares, 119,603 held directly and 793,442 issuable upon options exercisable within 60 days. Buono reports shared voting and dispositive power over Elysia’s shares and disclaims beneficial ownership of them except to the extent of any pecuniary interest.
Key Figures
Elysia Capital I SCSp beneficial ownership:19,210,290 sharesElysia Capital I SCSp ownership percentage:6.8%Stefano Buono beneficial ownership:20,123,335 shares+4 more
7 metrics
Elysia Capital I SCSp beneficial ownership19,210,290 sharesOrdinary shares held of record by Elysia
Elysia Capital I SCSp ownership percentage6.8%Percentage of the issuer’s ordinary shares
Stefano Buono beneficial ownership20,123,335 sharesReported total includes shares held by Elysia, shares held directly and shares issuable upon options
Stefano Buono ownership percentage7.1%Calculated using issuer shares outstanding plus Buono’s options exercisable within 60 days
Shares held directly by Stefano Buono119,603 sharesHeld of record directly by Buono
Shares issuable upon options793,442 sharesBuono’s options are exercisable within 60 days
Issuer ordinary shares issued and outstanding281,534,950 sharesBase figure used in ownership-percentage calculations
Key Terms
beneficial ownership, sole voting power, dispositive power, pecuniary interest
4 terms
beneficial ownershipregulatory
"disclaims beneficial ownership of the Ordinary Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
sole voting powerregulatory
"Sole Voting Power 19,210,290.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
dispositive powerregulatory
"sole voting and dispositive power over such Ordinary Shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
pecuniary interestregulatory
"except to the extent of any pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many NWCL shares does Elysia Capital I SCSp report owning?
Elysia Capital I SCSp reports beneficial ownership of 19,210,290 newcleo ordinary shares, or 6.8% of the class, with sole voting and dispositive power over them. Elysia holds the shares of record, and exercises that power through its general partner, Elysia GP S.a r.l.
How many NWCL shares does Stefano Buono report owning?
Stefano Buono reports beneficial ownership of 20,123,335 shares, or 7.1%. The reported amount includes 19,210,290 shares held by Elysia Capital I SCSp, 119,603 shares held directly by Buono and 793,442 shares issuable upon options exercisable within 60 days. Buono disclaims beneficial ownership of Elysia’s shares except to the extent of any pecuniary interest.
How is Stefano Buono’s 7.1% NWCL ownership percentage calculated?
The calculation uses 281,534,950 ordinary shares issued and outstanding, plus Buono’s 793,442 shares issuable upon options exercisable within 60 days. Those option shares are deemed outstanding for calculating his percentage under Rule 13d-3(d)(1)(i).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
newcleo plc
(Name of Issuer)
Ordinary Shares, par value $0.02288 per share.
(Title of Class of Securities)
G6448L103
(CUSIP Number)
09/21/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G6448L103
1
Names of Reporting Persons
Elysia Capital I SCSp
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
19,210,290.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
19,210,290.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,210,290.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Consists of 19,210,290 Ordinary Shares held of record by Elysia Capital I SCSp. Elysia Capital I SCSp is a Luxembourg special limited partnership managed by its general partner, Elysia GP S.a r.l., the directors of which are Luca Alemani, David Luksenburg and Dominique Perilleux. Elysia Capital I SCSp holds sole voting and dispositive power over such Ordinary Shares, exercised through its general partner. Stefano Buono is the ultimate beneficial owner of Elysia Capital I SCSp and, by virtue of his control of Elysia Capital I SCSp, may be deemed to share voting and dispositive power over such Ordinary Shares. The percentage set forth herein is calculated based upon 281,534,950 Ordinary Shares of the Issuer issued and outstanding as of the date hereof. he Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly on their behalf in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
SCHEDULE 13G
CUSIP Number(s):
G6448L103
1
Names of Reporting Persons
Buono Stefano
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ITALY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
913,045.00
6
Shared Voting Power
19,210,290.00
7
Sole Dispositive Power
913,045.00
8
Shared Dispositive Power
19,210,290.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,123,335.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Consists of (i) 19,210,290 Ordinary Shares held of record by Elysia Capital I SCSp, (ii) 119,603 Ordinary Shares held of record directly by Mr. Buono and (iii) 793,442 Ordinary Shares issuable upon the exercise of options held by Mr. Buono that are exercisable within 60 days. Mr. Buono holds sole voting and dispositive power over the 913,045 Ordinary Shares described in clauses (ii) and (iii). Mr. Buono is the ultimate beneficial owner of Elysia Capital I SCSp and, by virtue of his control of Elysia Capital I SCSp, may be deemed to share voting and dispositive power over the 19,210,290 Ordinary Shares described in clause (i). Mr. Buono disclaims beneficial ownership of the Ordinary Shares held of record by Elysia Capital I SCSp, except to the extent of any pecuniary interest therein. The percentage set forth herein is calculated based upon 281,534,950 Ordinary Shares of the Issuer issued and outstanding as of the date hereof, plus the 793,442 Ordinary Shares issuable upon the exercise of options held by Mr. Buono that are exercisable within 60 days, which are deemed outstanding for the purpose of computing Mr. Buono's percentage in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly on their behalf in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
newcleo plc
(b)
Address of issuer's principal executive offices:
55 South Audley Street, London, United Kingdom, W1K 2QH
Item 2.
(a)
Name of person filing:
Elysia Capital I SCSp; Stefano Buono (each a "Reporting Person" and, together, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of Elysia Capital I SCSp is 2, Place de Strasbourg, 2562 Luxembourg, Grand Duchy of Luxembourg. The address of Stefano Buono is Via Duchessa Jolanda 13A, 10138 Turin (TO), Italy.
(c)
Citizenship:
Elysia Capital I SCSp is a special limited partnership (societe en commandite speciale) organized under the laws of the Grand Duchy of Luxembourg. Stefano Buono is a citizen of Italy.
(d)
Title of class of securities:
Ordinary Shares, par value $0.02288 per share.
(e)
CUSIP Number(s):
G6448L103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Elysia Capital I SCSp: 19,210,290; Stefano Buono: 20,123,335
(b)
Percent of class:
Elysia Capital I SCSp: 6.8%; Stefano Buono: 7.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Elysia Capital I SCSp: 19,210,290
Stefano Buono: 913,045
(ii) Shared power to vote or to direct the vote:
Elysia Capital I SCSp: 0
Stefano Buono: 19,210,290
(iii) Sole power to dispose or to direct the disposition of:
Elysia Capital I SCSp: 19,210,290
Stefano Buono: 913,045
(iv) Shared power to dispose or to direct the disposition of:
Elysia Capital I SCSp: 0
Stefano Buono: 19,210,290
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are Elysia Capital I SCSp, a Luxembourg special limited partnership managed by its general partner, Elysia GP S.a r.l., and Stefano Buono, the ultimate beneficial owner of Elysia Capital I SCSp. Mr. Buono disclaims beneficial ownership of the Ordinary Shares held by Elysia Capital I SCSp, except to the extent of any pecuniary interest therein.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Elysia Capital I SCSp
Signature:
/s/ David Luksenburg
Name/Title:
David Luksenburg, Class B Manager of Elysia GP S.a r.l., the General Partner of Elysia Capital I SCSp
Date:
10/15/2026
Buono Stefano
Signature:
/s/ Stefano Buono
Name/Title:
Stefano Buono, individually
Date:
10/15/2026
Exhibit Information
Exhibit 99.1 Agreement pursuant to Rule 13d-1(k)(1) by and among Elysia Capital I SCSp and Stefano Buono.
