NHIC merger with newcleo
newcleo (United Kingdom) — Anglo-Italian developer of lead-cooled fast reactors (LFRs) fuelled by MOX made from recycled nuclear waste.Revenue $38M (FY2025A) as reported.
Expected close, as filed: H2 2026.
Announced 27 May 2026.
Holders who want the cash instead must tell their broker by about 15 September 2026 — the broker action date.
The symbol the combined company is expected to trade under.
F-4/A Aug 2026; $220M PIPE
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- $220M
- Min-cash condition
- $200M
- Sponsor promote
- 25%
- Pro-forma shares
- 290.3M
- Exchange ratio
newcleo effects a Recapitalization at the Recapitalization Factor = Base Equity Value / (Aggregate Diluted Company Shares / US$10.00), where Base Equity Value = $2,350,000,000 + aggregate exercise price of vested Company Options + proceeds of any Pre-Closing Equity Financing.more ▾less ▴
Anchored by a group of new strategic and institutional investors with additional participation from several existing investors; no individual PIPE investors named in the 8-K or Ex 99.1.more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is filed; the terms are in a document we have not read, and an unread term is left blank rather than assumed to be plain common stock at $10.00.
Sponsor promote is at risk, not the target. (a) Sponsor forfeiture: immediately prior to the First Merger the Sponsor automatically forfeits a percentage of its SPAC Securities = ($400,000,000 - Total Cash Proceeds Amount - excess SPAC transaction expenses over $14,000,000) / $400,000,000. (b) Sponsor Post-Closing Restricted Securities vest 50% at Closing, 25% at $15.00 VWAP and 25% at $18.00 VWAP (20 of any 30 trading days), with cancellation of unvested securities on the fifth anniversary of Closing.more ▾less ▴
Subject to Article 42.3, each Lock-up Shareholder agrees that it shall not Transfer any Lock-up Shares, or any instruments exercisable or exchangeable for, or convertible into, Lock-up Shares, during the applicable Lock-up Period (the “ Lock-up ”); provided that, for the avoidance of doubt, any Excluded Shares shall not constitute Lock-up Shares and shall not be subject to the Lock-upmore ▾less ▴
Effective as of immediately prior to the First Merger Effective Time, and solely in connection with and only for the purpose of the proposed Transactions, Sponsor shall and, subject to and conditioned upon the Closing occurring, hereby does automatically and irrevocably surrender and forfeit, for no consideration, the Sponsor Forfeited Securitiesmore ▾less ▴
What the filings actually value
What newcleo on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
All figures above are stated in EX-99 press release0001213900-26-061270
EX-99 press release, 0001213900-26-061270: preMoneyEquityM "approximately $2.4 billion" — the sponsor rounding its own figure. A press release is a party's own claim, not a filed table: any stated capitalisation table supersedes it.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: newcleo
from DEFM14AThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Anglo-Italian developer of lead-cooled fast reactors (LFRs) fuelled by MOX made from recycled nuclear waste. NOT a paper company and NOT pre-revenue: it owns operating industrial businesses — nuclear pump manufacturing, installation and engineering consultancy — that booked €32.8M of audited revenue in FY2025. But that revenue is legacy engineering work, NOT reactor sales: no LFR has been built or sold, and revenue FELL 30% year over year (€46.7M → €32.8M) while the operating loss GREW to €139.9M. The reactor business is entirely a development programme; the revenue is what pays for a fraction of it.
Founded 2021.
A reported actual.
newcleo — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what newcleo actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced below its listed peers
The deal values newcleo at $2.8bn, or 74.2× the FY2025 actual revenue it actually reported. That is well below the 274.02× median its closest listed peers trade at — a cheap price on this measure. It is priced above 40% of them.
Post-dilution equity + target net debt.
FY2025A — a reported actual.
74.2× FY2025 actual revenue. Put another way: $1 of its annual sales is being bought for $74.20.
$1 of their sales costs $274.02 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 4.84× to 5106.88×. Their share prices are from 14 August 2026, not today.
What qualifies this number
- Struck on the post-dilution value of $2.9bn, not the announced $2.4bn — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- XE, NKLR, LTBR, PESI, HDRN, KOEI, OIO have no revenue to divide by, so they are shown but left out of the peer median.
- ASPI, STDN shown for context only — not close enough to move the median.
- The peer group does not agree with itself: its revenue multiples run from 4.84× to 5106.88×. A median drawn across that spread is a weak benchmark, so treat the verdict as a rough bearing, not a measurement.
The 14 listed companies it is measured against, and why
- OKLO5106.88× revenue
Advanced-fission reactor developer with essentially no commercial reactor revenue that, like newcleo, pairs a proprietary fast-reactor design with an in-house recycled-fuel strategy; both are multi-billion-dollar pre-commercial developers named as prospective partners of each other in the filing.
- SMR274.02× revenue
NuScale is the closest listed pure-play small modular reactor design/licensing company monetising via reactor IP and plant-delivery services rather than power sales, at a comparable multi-billion valuation with only small services revenue.
- XEno revenue multiple
Direct comp: Nuclear Generators & Components; shares reactor, nuclear, cooled, advanced, lead, industrial with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- LEU6.62× revenue
Centrus is the listed analogue for newcleo's fuel-cycle half - an advanced nuclear fuel supplier (HALEU) selling fuel and enrichment services under long-life supply contracts, and the best public read on how a MOX/advanced-fuel business is valued.
- NNE2443.84× revenue
Nano Nuclear runs the same dual reactor-plus-fuel model (micro-reactor designs plus a fuel-fabrication/transport arm) at pre-revenue development stage, making it a direct structural comparable one scale bucket smaller.
- BWXT4.84× revenue
The incumbent listed nuclear-fuel and reactor-component manufacturer newcleo must displace or partner with; larger and profitable, so it anchors the mature end of the fuel-fabrication business model rather than the stage.
- NKLRno revenue multiple
Operational comp: Nuclear Generators & Components; small-cap ($509m); shares nuclear, reactors, engineering, development, company, and with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- LTBRno revenue multiple
Lightbridge is a pre-revenue nuclear fuel technology developer whose entire model is licensing proprietary fuel IP to reactor operators - the same IP-licensing revenue mechanic newcleo assumes, at micro-cap scale.
- PESIno revenue multiple
Operational comp: Waste Management, Disposal & Recycling Services; micro-cap ($233m); shares nuclear, waste, engineering, advanced, industrial, development with the target's own description; forward EV/Sales 6.0x.
- ASPI19.32× revenuecontext only — left out of the median
ASP Isotopes is a development-stage enrichment and specialty nuclear-materials processor building fuel-cycle plants ahead of revenue, comparable to newcleo's MOX plant build-out though far smaller.
- HDRNno revenue multiple
Operational comp: Nuclear Utilities; small-cap ($343m); shares reactor, nuclear, been, developer, development, has with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- KOEIno revenue multiple
Operational comp: Waste Management, Disposal & Recycling Services; shares waste, recycled, fuel, industrial, operating, lead with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- OIOno revenue multiple
Operational comp: Waste Management, Disposal & Recycling Services; micro-cap ($170m); shares waste, year, engineering, operating, from, industrial with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- STDNno revenue multiplecontext only — left out of the median
Adjacent: Commodity Chemicals (NEC) — the businesses read alike, the vendor classification does not agree; shares nuclear, reactors, fuel, advanced, industrial, that with the target's own description; forward EV/Sales 122.6x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Sponsor promote is at risk, not the target. (a) Sponsor forfeiture: immediately prior to the First Merger the Sponsor automatically forfeits a percentage of its SPAC Securities = ($400,000,000 - Total Cash Proceeds Amount - excess SPAC transaction expenses over $14,000,000) / $400,000,000. (b) Sponsor Post-Closing Restricted Securities vest 50% at Closing, 25% at $15.00 VWAP and 25% at $18.00 VWAP (20 of any 30 trading days), with cancellation of unvested securities on the fifth anniversary of Closing.
Set against the actuals: reported revenue stands at $38M (FY2025A).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.