Newcleo plc · NASDAQ:NWCL
Newcleo — SPAC Merger (May 2026)
56 slides from Newcleo's SPAC merger presentation, May 27, 2026
Slide 1: May 2026 Investor Presentation
May 2026 Investor Presentation Private and Confidential
Slide 2: Disclaimer
Disclaimer 2 Investor Presentation / May 2026 This presentation (the "Presentation") has been prepared solely for the purpose of furnishing information on a confidential basis to interested parties to assist them in making their own evaluation with respect to the contemplated private capital raise a
Slide 3: Disclaimer
Disclaimer 3 Investor Presentation / May 2026 You are urged to request any additional information you may consider necessary or desirable in making an informed investment decision. None of Goldman Sachs, BTIG or any of their respective Representatives is acting as a financial advisor, placement agen
Slide 4: Risk Factors
Risk Factors 4 Investor Presentation / May 2026 Certain factors may have a material adverse effect on the business, financial condition and results of operations of NewHold, newcleo or any combined company created pursuant to the Transactions (the "Combined Company" and, together with NewHold and ne
Slide 5: Risk Factors
Risk Factors 5 Investor Presentation / May 2026 • The cost of MOX fuel may not be cost competitive with energy generated from other sources, which could materially and adversely affect newcleo's business prospects, financial condition, results of operations and cash flows. • Changes in the availabil
Slide 6: Risk Factors
Risk Factors 6 • newcleo's business is subject to stringent export control laws and regulations. Unfavorable changes in these laws and regulations or government licensing policies, newcleo's failure to secure timely government authorizations under these laws and regulations, or its failure to comply
Slide 7: Risk Factors
Risk Factors 7 • Securities of companies formed through SPAC mergers such as the Transactions may experience a material decline in price relative to the share price of NewHold prior to the Transactions. • The Parties will incur significant transaction costs, and these transaction costs add risk to n
Slide 8: Table of Contents
I. Executive Summary Table of Contents III. Technology Overview II. Company Overview 8 IV. newcleo Operations V. Commercial Strategy & Partnerships VI. Market Opportunity 50 9 29 35 41 46 VII. Transaction Summary 53 Investor Presentation / May 2026
Slide 9: I. Executive Summary
I. Executive Summary Investor Presentation / May 2026 9 newcleo engineers working on the HUSTLE and SOLEAD facilities
Slide 10: Transaction Summary
Transaction Summary Key Highlights Leadership Expected Net Proceeds • $209mm cash in trust from NewHold Investment Corporation III (Nasdaq: NHIC) 1 • $220mm PIPE commitments in place; certain trust shareholders have entered into non - redemption agreements • $374mm 2 in net proceeds to fund commerci
Slide 11: newcleo's mission statement
Investor Presentation / May 2026 11 "newcleo's mission is to develop the safest and most advanced nuclear reactor to close the fuel cycle. newcleo will provide a competitive solution to the world's clean electricity needs while reducing the world's nuclear waste liability." – newcleo co-founders Ste
Slide 12: newcleo Overview
newcleo Overview Note: Includes revenue generated from Manufacturing and EPCM Subsidiaries. 1 Partnership agreements with LFR Industrial Applications Partners are non-binding commitments intended to outline the framework for a strategic partnership. | 2 Includes revenue, other income, and financial
Slide 13: Capitalizing on Favorable Market Tailwinds
Capitalizing on Favorable Market Tailwinds 13 7,034 12,193 2024 2026 2028 2030 2032 2034 2036 2038 2040 newcleo is in pole position to capture outsized growth Source: World Nuclear Association, BNEF New Energy Outlook 2025 – Net Zero Scenario. Energy Diversification and Independence Diversification
Slide 14: Operational History for LFRs and MOX Fuel Manufacturing
Management Operational History for LFRs and MOX Fuel Manufacturing LFR MOX Fuel newcleo is building on seven decades of research and development Investor Presentation / May 2026 14 60s / 70s Inception Technology was born in the Soviet Union's submarine program, delivering a staggering 80 years of cu
Slide 15: newcleo's Technological Advantages
newcleo's Technological Advantages 15 Inherent/passive safety, reducing impact of any potential incident Design simplification, decreasing structure costs High operating temperature, enabling industrial applications 26 Patent families1, covering decades of research on LFRs newcleo's closed fuel cycl
Slide 16: Lead has Unique Advantages for Developing a Fast Reactor
Lead has Unique Advantages for Developing a Fast Reactor 16 newcleo's LFR technology harnesses the favorable properties of lead while enhancing safety and efficiency Favorable Characteristics Challenges Solved Lead Properties Safety Plant Efficiency Cost- Effective Commercial Application Atmospheric
Slide 17: Progress to Date Reinforces Confidence in the Path Forward
Progress to Date Reinforces Confidence in the Path Forward 17 newcleo has made significant and tangible strides demonstrating rapid progress towards physical products • Brasimone is the world's largest center for lead-cooling technology development and qualification • Since the agreement with ENEA i
Slide 18: newcleo Brings a Holistic Approach to the Nuclear Value Chain
Provider of Additional EPCM Services Revenues that scale with deployed fleet size: 1. Refuelling, maintenance and replacement of spare parts and various components 2. Safety / security checks 3. Regulatory and other technical and administrative support services Subsidiaries provide near-term revenue
Slide 19: Vertical Integration and Supply Chain Partnerships
19 Vertical Integration and Supply Chain Partnerships1 newcleo obtains access to decades of expertise and critical capabilities through supply chain partnerships and targeted M&A In-House Subsidiaries Selected Industrial Partners Lead System Components ✓ ✓ Lead / Water Pumps ✓ Fuel Assembly ✓ ✓ Reac
Slide 20: Path to Commercialization: Successive Large-Scale Deployment
Path to Commercialization: Successive Large-Scale Deployment 20 Electric Power / Production Capacity Milestones & Objectives1 Expected Completion Existing / Expected Location Current Status newcleo is delivering incremental hardware milestones to build technical and commercial credibility for future
Slide 21: newcleo's Winning Formula: Credible Path to Commercial Scale
newcleo's Winning Formula: Credible Path to Commercial Scale 21 newcleo's U.S. strategic roadmap paves a clear path forward with defined milestones to deployment Success Factors Quickly growing 90,000+ tons of spent fuel High Uranium prices and concentrated sources limit new supply U.S. Deployment P
Slide 22: Diversified Revenue Streams and Durable Margin Advantage
newcleo's Economics are Driven by Diversified Revenue Streams and Durable Margin Advantage 22 IP / Licensing Fees ▪ Site development support, engineering services, operator training, and the supply of highly specialized, reactor-specific components1 produced by the company, its subsidiaries, or part
Slide 23: Strategic Commercial Partnerships
Strategic Commercial Partnerships 23 newcleo has developed several key partnerships that further de-risk and validate its LFR and MOX deployment model LFR Partnerships JAVYS/Slovakia Joint Venture • In June 2025, newcleo established a joint venture with JAVYS, the Slovak state-owned nuclear company
Slide 24: Strategic Partnerships Leveraging LFR Technology
24 Strategic Partnerships Leveraging LFR Technology1 • Signed agreement to explore offshore applications of newcleo's Small Modular Lead-cooled Fast Reactor (SM-LFR) technology • Includes feasibility study for floating nuclear power plants to supply clean energy and heat to offshore facilities • Fin
Slide 25: CEO with a Proven Track Record of Delivering Superior Returns
CEO with a Proven Track Record of Delivering Superior Returns to Public Shareholders 25 Source: Bloomberg 1 Represents absolute annualized share price performance (excludes dividends) until acquisition announcement. Stefano Buono Chief Executive Officer • Founded and scaled Advanced Accelerator Appl
Slide 26: Executive Team
Khalil Bukhari • UK-qualified nuclear law expert with deep experience in nuclear materials, transport & liability • Former GC of UK government nuclear entity; senior advisor to IAEA & OECD-NEA on nuclear liability law and regulation General Counsel Executive Team 26 • Nuclear physicist with prior ex
Slide 27: What Sets newcleo Apart?
What Sets newcleo Apart? 27 Investor Presentation / May 2026 A one-of-a-kind leading Gen IV reactor business among fast reactors in Europe (8 designs) #1 Per OECD Nuclear Energy Agency1, we rank... among European SMRs (19 designs), just behind Rolls- Royce SMR, but ahead of NUWARD #2 among fast reac
Slide 28: Why newcleo? Clear Path to Commercialization
Why newcleo? 28 Clear Path to Commercialization Defined technical, commercial and regulatory pathways, supported by successful regulatory engagement in France, established risk-sharing partnerships and deployment-ready MOX technology Iterative Hardware Deployment Hardware deployment roadmap (OTHELLO
Slide 29: II. Company Overview
II. Company Overview 29 newcleo engineer working on the CORE-1 facility Investor Presentation / May 2026
Slide 30: newcleo Expansive Global Footprint
newcleo Expansive Global Footprint With 900+ employees1 and $780m+2 invested capital, newcleo is a rapidly growing company that is expanding its global reach, specifically with operations across Europe and U.S. 320+ Engineers 70+ Researchers 20+ Supply Chain 20+ Regulatory 20+ Business Support Funct
Slide 31: Corporate Structure in Six Key Geographies
newcleo's Corporate Structure is Well Established in Six Key Geographies 31 Note: newcleo SA is owned by newcleo Ltd, with Stefano Buono holding one share. All subsidiaries are 100% owned by newcleo SA with the following exception (a) for newcleo Operations SA where one share is owned by Stefano Buo
Slide 32: newcleo's Business Model
32 newcleo's Business Model newcleo offers a unique capex-light business model supported by diverse, high-margin revenue streams LFR and MOX EPCM Revenues Project and Subsidiary Ownership • newcleo plans on owning 20%- 100% of early LFR and MOX projects to de-risk FOAK deployment and limit project c
Slide 33: Existing Project Snapshot
Existing Project Snapshot 33 newcleo is focused on the advancement of its 2 MOX facilities and 2 LFR deployment sites U.S. LFR FOAK Slovakia Power Plant U.S. MOX Facility France MOX Facility Milestones Achieved • Partnership1 signed with IP3, CI and GTS to co-locate newcleo's FOAK LFR and AI infrast
Slide 34: Key Milestones
▪2023: Agreement with Fincantieri to explore LFR applications for ship propulsion ▪2025: JV with NEXTCHEM (a subsidiary of Maire) to provide design and technical services for balance of plant ▪2025: Strategic partnership with Oklo, for co- development of fuel manufacturing facility ▪Raised $780m+ of
Slide 35: III. Technology Overview
III. Technology Overview newcleo engineer testing materials in one of newcleo's laboratories 35 Investor Presentation / May 2026
Slide 36: Lead Cooled Fast Reactors (LFRs) Overview
Lead Cooled Fast Reactors (LFRs) Overview newcleo's LFRs enhance safety while simplifying the reactor design through the elimination of classical reactor components • Operates at atmospheric pressure, eliminating the need for thick forging • No significant energy release in the case of vessel failur
Slide 37: newcleo LFR technology is Covered by Patent Families
newcleo LFR technology is Covered by 26 Patent Families newcleo's strategy is supported by a strong technical foundation that is internationally recognized Patent Family Category Patent Family Count High Lead Density / Compactness 9 Coolant Opacity 3 High Corrosion Resistance 2 Other 12 Total 26 37
Slide 38: MOX Fuel and LFR Closed Loop Ecosystem
The synthesis of MOX Fuel and newcleo's LFR design achieves a closed loop ecosystem, enabling the multi-recycling of waste Fission fragments Minor amount of long-lived component Power Use as fuel Nuclear waste Ultimate waste MOX fuel manufacturing reactor Reprocessing • Reduces Nuclear Waste Stockpi
Slide 39: MOX Deployment Readiness
▪FASTER MOX Research and Training facility is operational ▪MOX Plant Conceptual and Basic Design has been completed ▪Next Steps: Detailed design on key equipment along with evaluation for reliability, maintenance, and cost MOX Deployment Readiness newcleo's innovative MOX fuel solution is globally r
Slide 40: Regulatory Achievements
Regulatory Achievements newcleo has a strong track record of successful regulatory engagement and validation across multiple jurisdictions ASNR (France) + UJD (Slovakia) NRC (United States) MOX LFR ▪ November 2024: 4-day safety options seminar held with regulators from France, Slovakia, Sweden, and
Slide 41: IV. newcleo Operations
41 newcleo and SRS colleagues checking the Core Simulator of OTHELLO facility IV. newcleo Operations 41 Investor Presentation / May 2026
Slide 42: Facilities Overview - FASTER
Facilities Overview - FASTER Unique accelerator for design, experimentation and technology transfer for newcleo's MOX fuel Located in the Marcel Boiteux industrial park in Chusclan (Occitanie, France), this multifunctional non-nuclear centre integrates several key capabilities: • A training centre e
Slide 43: newcleo's Structured R&D Program
newcleo's Structured R&D Program Over ~$53m have been invested into newcleo's LFR R&D program to overcome historical limitations with lead cooled reactors 2023 - 2024 2025 2026 (today) Systems Integration HUSTLE In-service inspection & repair systems methods OTHELLO 2 MW assessment on LFR primary sy
Slide 44: Incremental Testing Facilities for Phased De-risking
Incremental Testing Facilities for Phased De-risking of Technology Deployment Key Validation Points: ✓Thermal-hydraulic performance under an oxygen-controlled environment ✓Demonstrates integration of pump, steam generator and fuel assembly simulator ✓Instrumentation testing ✓Lead flow-induced vibrat
Slide 45: PRECURSOR: Scaling Up for Commercial Deployment
45 PRECURSOR: Scaling Up for Commercial Deployment 2.15m-diameter, 6.5m-tall primary vessel with 104 tons of lead demonstrates PRECURSOR's commercial-scale build Note: Expected dimensions shown. Investor Presentation / May 2026
Slide 46: V. Commercial Strategy & Partnerships
46 newcleo and Danieli & C. Officine Meccaniche S.p.A. signing a Memorandum of Understanding V. Commercial Strategy & Partnerships Investor Presentation / May 2026
Slide 47: Comprehensive Set of Relationships Across Institutions
Commercial newcleo has a Comprehensive Set of Relationships Across Commercial Institutions, Governments and Academic Labs newcleo has established partnerships with global institutions across the full value chain LFR Industrial Applications Partners1 MOX Fuel Manufacturing Partnership for U.S. Deploy
Slide 48: Strategic Commercial Partnerships: LFRs
Strategic Commercial Partnerships: LFRs JAVYS/Slovakia Joint Venture • In June 2025, newcleo established a joint venture with JAVYS, the Slovak state-owned nuclear company to deploy up to four LFR-200 reactors at the retired Bohunice nuclear site • UJD, the Slovak nuclear regulator, is collaborating
Slide 49: Strategic Commercial Partnerships: Fuel
"This administration is committed to enhancing energy security, creating more American jobs, and ensuring that the United States remains at the forefront of global energy production and innovation, and I'm honored to support today's announcement to advance these goals." - Doug Burgum Secretary of th
Slide 50: VI. Market Opportunity
50 newcleo engineer preparing experiments at the CAPSULE facility VI. Market Opportunity Investor Presentation / May 2026
Slide 51: Potential U.S. Market Upside Drivers
Potential U.S. Market Upside Drivers newcleo is expanding its U.S. footprint to take advantage of upsides in U.S. market due to recently declared nuclear acceleration and expected shortening of licensing processes Sizable ambition 400 GW of nuclear capacity installed by 2050 The Administration set a
Slide 52: SMRs on the Global Policy Agenda
SMRs on the Global Policy Agenda newcleo engaged multiple governments to advance nuclear energy strategies while addressing waste liability Source: Statista - Spent nuclear fuel arisings and cumulative in storage in NEA/OECD countries* in 2020, by country – and public sources and assumption for Slov
Slide 53: VII. Transaction Summary
Investor Presentation / May 2026 53 VII. Transaction Summary newcleo engineer working on the OTHELLO facility
Slide 54: Sources and Uses of Funds
Uses of Funds Sources of Funds 12.9% $374 Cash Proceeds to B/S 4 7.2% $209 NewHold Cash in Trust 1 1.9% 55 Est. Transaction Fees and Exp. 7.6% 220 PIPE 1.1% 32 NewHold Founder Shares 2 1.1% 32 NewHold Founder Shares 2 84.1% 2,448 new cleo Investor Share Rollover 3 84.1% 2,448 new cleo Investor Share
Slide 55: NHIC III – experienced sponsor with proven de-SPAC execution
NHIC III – experienced sponsor with proven de-SPAC execution NHIC III is an execution-focused sponsor partnering with newcleo to support its transition to — and long-term success in — the public markets. Note: Shares held by certain company shareholders and sponsor are subject to 180 day lock-up per
Slide 56: Find out more at newcleo.com
Find out more at newcleo.com A white letter on a black background AI-generated content may be incorrect. A white x on a black background AI-generated content may be incorrect. A black and white play button AI-generated content may be incorrect. Thank you