Newcleo and NewHold Merge, Valued at Approximately $2.4 Billion

Newcleo and NewHold Investment Corp III announced that they have entered into a definitive agreement for a business combination that would result in Newcleo becoming a publicly traded company on the Nasdaq under the ticker symbol (NWCL). Newcleo has established operations, with over 900 employees in 16 offices across 7 countries, a deep IP portfolio with 31 patent families, along with existing revenue streams, having generated $80M in revenue, other income and financial income in 2024 from its operating companies. Newcleo is engaged with nuclear regulators in Europe and the US for its LFR design and MOX fuel fabrication facilities. The transaction values Newcleo at a pre-money equity value of approximately $2.4B and is expected to provide up to $429M in gross proceeds, to Newcleo, from a combination of PIPE proceeds of $220M and up to $209M of cash held in the NewHold Investment Corp III trust account, before accounting for redemptions and transaction expenses. In connection with the closing of the transaction, each Class A share of NewHold that has not been redeemed for cash in accordance with the terms of its organizational documents will convert to an ordinary share of Newcleo on a one-for-one basis. The oversubscribed PIPE is committed at $10.00 per share, with 22M ordinary shares of to be issued for a total of $220M, and is anchored by a group of new strategic and institutional investors, with additional participation from several existing shareholders. Additionally, certain trust shareholders have entered into non-redemption agreements. Newcleo has also raised and closed upon over $150M over the past 12 months through a series of private rounds leading into the PIPE transaction, bringing total funds raised since 2021 to approximately $780M. Newcleo's existing management team will continue to lead the combined company following the close of the transaction. Under the terms of the agreement, existing newcleo shareholders will roll over 100% of their equity, demonstrating strong confidence in the company's prospects. The proposed transaction has been unanimously approved by the boards of directors of both NewHold and Newcleo. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including approval by NewHold shareholders and other regulatory approvals. All cash remaining on the combined company's balance sheet at the closing of the transaction, after the settlement of transaction-related expenses, is expected to be utilized by the combined company for working capital, growth, and other general corporate purposes.