newcleo (NWCL) Registration filing summary

Company overview and business model

• Developing a modular 200 MWe lead-cooled fast reactor (LFR) designed to use MOX fuel derived from recycled nuclear materials; strategy combines reactor IP licensing, fuel supply and engineering services.

• Plans modular construction with prefabricated components for utility and industrial uses, including data centers, AI infrastructure, process heat, hydrogen, e-fuels, chemicals, steel and cement.

• OTHELLO, a 2 MWt liquid-lead test loop, is operational; construction of the 10 MWt non-nuclear PRECURSOR demonstrator was expected to finish by end-2026.

• Operating revenues currently come mainly from equipment manufacturing and installation, pump supply and maintenance, and engineering consultancy; the advanced reactor and fuel programs are not expected to produce material revenue for several years.

• Portfolio includes 31 patent families, 120 issued patents and 53 pending applications; workforce exceeded 900 employees and contractors as of the prospectus date.

Financial performance and metrics

• H1 2026 revenue was €19.4M vs €13.3M H1 2025; gross profit €6.1M vs €4.2M, operating loss €81.1M vs €75.5M and net loss €82.0M vs €74.3M.

• FY2025 revenue was €32.8M vs €46.7M FY2024; operating loss €139.9M vs €115.8M and net loss €140.0M vs €110.2M.

• Cash and equivalents were €66.5M at June 30, 2026 vs €105.3M at Dec. 31, 2025; H1 2026 operating cash outflow was €53.7M.

• Pro forma combined cash at June 30, 2026 was €253.0M and total equity €501.8M; pro forma net loss was €88.1M H1 2026 and €270.3M FY2025.

• After the Sept. 21, 2026 business combination, preliminary cash was ~€233M at Sept. 30; management said this supported at least 12 months of obligations from the Oct. 5 authorization date.

Use of proceeds and capital allocation

• Selling securityholders receive resale proceeds; none of those sales proceeds go to the issuer. Registration costs are borne by the issuer, while selling holders bear their incremental selling expenses.

• Cash proceeds may arise from cash exercise of Company Private Warrants at $11.50 per share; cashless exercises produce none, and NextChem Warrant exercise proceeds are offset against earn-out obligations.

• The PIPE generated $216.0M gross proceeds, intended for general corporate expenses; approximately $74.6M of trust cash went to the Forward Purchase Agreement prepayment, with transaction expenses also paid at closing.

• Forecast cash needs include R&D, employees, working capital, leases and capital expenditures; additional debt or equity may be needed to fund development and commercialization.