newcleo has received clearance from the Securities and Exchange Commission for its F-4 registration statement, a decisive step toward its merger with U.S. SPAC NewHold Investment Corp. III and its subsequent listing on the Nasdaq. The company founded by physicist Stefano Buono will enter public markets under the ticker symbol NWCL, with a valuation of approximately $2.4 billion.
The merger agreement was signed on May 27, 2026, and has been approved by the boards of directors of both companies. The overall transaction puts up to $429 million in gross proceeds on the table: $220 million comes from a PIPE round subscribed by institutional investors and existing shareholders — largely North American — while the remaining $209 million comes from the cash held in NewHold’s trust. Closing is expected in the second half of 2026, subject to NewHold shareholder approval and customary closing conditions.
newcleo specializes in advanced lead-cooled fast spectrum modular reactors, a technology that enables the burning of spent nuclear fuel while drastically reducing long-lived radioactive waste. The company is also targeting MOX fuel production, with a facility currently being designed in the United States in partnership with Oklo. On the technology demonstration front, newcleo plans to complete the installation of a non-nuclear 10 MWe demonstration reactor by end of 2026 and bring it into operation in 2027. On the regulatory side, the company has already initiated licensing proceedings in the United States under NRC Part 53, in France, and in Slovakia, and has opened dialogue with EURATOM regarding its LFR design.
Founded in 2021, newcleo today employs over 900 people across Europe and the United States, has built a network of more than 100 industrial partnerships, and has raised a total of over $780 million in private funding. This deal pushes total capital raised since inception past the billion-dollar mark. Revenues, together with other income and financial proceeds, exceeded $80 million in 2024. Founder and physicist Stefano Buono has a proven track record in U.S. markets: his previous company, Advanced Accelerator Applications, was listed on the Nasdaq before being acquired by Novartis for approximately $3.9 billion.
The SEC’s declaration of effectiveness marks the point of no return on newcleo’s path to the public markets. With the F-4 now cleared, the formal shareholder approval process at NewHold can move forward. If the timeline holds, newcleo plc will make its Nasdaq debut before year-end, with a capital base sufficient to accelerate the development of its lead-cooled reactors and the construction of the U.S. fuel fabrication facility. The decision to target the American market first — faster on licensing and open to the use of surplus plutonium made available by the Department of Energy — speaks volumes about the strategic direction Buono intends to set for the company in the years ahead.
