Nuclear company Newcleo to list on Nasdaq via SPAC merger
Modular reactor developer Newcleo has announced a merger with NewHold Investment Corp III. The deal values the company at $2.4 billion and will bring up to $429 million in funding, with closing expected in the second half of 2026.
[The gist]: what is really happening
The market is mistakenly interpreting Newcleo's SPAC merger as a story about "clean nuclear energy for data centers." In reality, it is crisis financing for a company that was running out of money, disguised as a breakthrough deal.
Numbers no one says out loud: Newcleo has raised about $780 million in private capital since its founding in 2021. But in 2024, the company posted a loss of $110 million. Auditors issued a liquidity risk warning as early as August 2025, literally stating that the company "urgently needs new investors."
The main thing hidden behind the nice story: the agreement with the U.S. government to reprocess surplus plutonium is not a cash contract. As CEO Stefano Buono himself admitted in a CNBC interview on May 27, "it's still subject to negotiations," and the material is provided "for free." That means revenue — zero.
Timeline and context
February 2026: Newcleo closes an $85 million funding round with participation from Danieli, Cementir, and others. Total capital raised reaches €645 million.
May 2026: The U.S. Department of Energy selects Newcleo and Oklo to reprocess surplus plutonium into fuel for advanced reactors. This decision becomes the trigger for going public.
May 26, 2026: Newcleo announces a merger with SPAC NewHold Investment Corp III. The deal values the company at $2.4 billion (pre-money), with potential to raise up to $429 million. Nasdaq ticker — NWCL.
May 27, 2026: CEO Buono gives an interview to CNBC, confirming that the process now depends only on the SEC. The registration form F-4 will be filed in the coming days, and closing is expected in the second half of 2026.
2026 (plan): Newcleo expects to start fuel production by 2031 and launch its first reactor by 2032. Until then — no revenue from core operations.
Who wins and who loses
Winners:
- Early Newcleo investors (Exor Seeds, Malacalza, Petrone, the Agnelli family). They entered at significantly lower valuations (around $600-800 million) and get a liquid exit via Nasdaq. Also includes Kairos, Indaco Ventures, CERN pension fund, Walter Tosto.
- SPAC NewHold Investment Corp III. Their shareholders get the opportunity to invest in a "hot" nuclear sector without conducting due diligence. At the same time, they have the right to redeem their shares at $10 if they don't like the deal.
- Banks and advisors (legal and investment) servicing the deal. SPAC mergers are a fee bonanza, and $429 million in gross proceeds means millions in intermediaries' pockets.
Losers:
- Retail investors who buy NWCL at launch. The lesson from Oklo (Sam Altman's company) shows: when merging with a SPAC in May 2024, shares fell 54% on the first trading day, from $10 to $8.45. The reason — investor disappointment realizing real revenues won't come for years.
- Existing Newcleo shareholders (except the largest ones). Their stake is diluted in the SPAC merger and the $220 million PIPE investment. The deal involves a complex recapitalization, details of which are not yet disclosed.
- U.S. taxpayers. The Department of Energy is giving Newcleo 20 tons of plutonium for free. If the project fails (and chances are high), the state loses valuable strategic material.
What the media isn't telling you
Non-obvious insight: The whole story about "saving the planet through nuclear waste reprocessing" is a cover for the only real goal: getting access to cheap U.S. government plutonium.
Details: the plutonium Newcleo will receive from the DOE has enormous value. But the company pays zero dollars for it. This is an unprecedented subsidy that effectively finances Newcleo's entire business.
Without this free material (enough for "several years" according to the industry plan), Newcleo's economics don't work. The market price of plutonium for such a quantity is hundreds of millions of dollars. Newcleo is simply shifting its costs onto American taxpayers.
The media also fails to mention that Stefano Buono already has experience with a Nasdaq listing — his previous company, where he was a founder, also went public and, judging by his hints, was not successful. The phrase "I already had experience with a Nasdaq listing from my previous experience" sounds like a euphemism for "I already know how to cash out before it all collapses."
Moreover, $429 million in gross proceeds is not guaranteed money. As Finimize notes, SPAC investors may demand their money back at closing (redemption), and the actual cash balance could be significantly lower. The agreement stipulates a minimum requirement of $200 million in cash at closing — if redemptions are high, the deal may not happen.
Forecast: next 30 days and 90 days
Next 30 days (until June 29, 2026):
- Shares of NewHold Investment Corp III (NHIC) will trade in the range of $9.80 – $10.10. They are not yet converted into NWCL, and arbitrageurs will push the price down.
- The filing date of the F-4 form with the SEC (expected in early June) will be a key moment. If the documents contain "red flags" (e.g., details about the $110 million loss in 2024), the price could fall to $9.50.
- The SMR company sector (NuScale, Oklo, TerraPower) will get a short-term boost from the news, but it will quickly fade. Oklo shares (OKLO) could rise 5-7% on speculative interest.
Next 90 days (until August 29, 2026):
- If the deal closes (target — second half of 2026), NWCL will likely follow Oklo's fate. A first-day trading drop of 30-50% is the base case. Reasons: no revenue, long horizon (reactor only in 2032), and disappointment with SPAC structures.
- PIPE investors who entered at $10 will try to exit at the first opportunity. Their lock-up period (if any) is a key risk factor.
- Main risk: if the SEC delays the F-4 review (likely given the deal's complexity and U.S. government involvement), closing could slip to 2027. This would kill retail investor interest, and SPAC shares would fall to $9 and below.
Editorial forecast
Asset: Shares of NewHold Investment Corp III (NASDAQ: NHIC) — decline in the next 48–72 hours after initial enthusiasm. I expect a pullback from the current $10.05-$10.10 to $9.85-$9.90. Key support — $9.80 (level below which arbitrageurs start actively buying). Confidence level: medium (65%). Main risk: if news of fast regulatory approval emerges over the weekend (unlikely), NHIC could jump to $10.30 — but that would be a short-term spike before a long-term decline. Editorial opinion — not an investment recommendation.
— Editorial Team
