Terra Innovatum Global N.V. 10-K

Business

Note 1. Organization Organization Terra Innovatum Global N.V. (the “Company” or “Terra” ) is a Dutch public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands. The Company is registered in the Netherlands, and its legal headquarters is in Lucca Italy, San Marco district at Via Matteo Trenta No. 117. On October 9, 2025, the Company consummated a business combination with GSR III Acquisition Corp. ( “GSR III” ) pursuant to a Business Combination Agreement dated April 21, 2025, as amended (the “Business Combination” ) (see Note 2 – Business Combination). As a result of the Business Combination, the Company became a publicly traded parent company of the combined organization. The Company’s ordinary shares commenced trading on The Nasdaq Stock Market LLC ( “Nasdaq” ) under the symbol “NKLR” on October 10, 2025. Following the Business Combination, Terra Innovatum Srl. ( “Legacy Terra” ), the private operating company prior to the Business Combination, continues to operate as a wholly owned subsidiary of the Company. Nature of Operations The Company is engaged in the development of nuclear energy technology focused on the design of a micro-modular nuclear reactor known as the SOLO Micro-Modular Nuclear Reactor ( “SOLO” ). The Company’s activities are currently centered on engineering design, technology validation, regulatory engagement, and supply chain planning related to the SOLO reactor. The SOLO reactor is designed to generate approximately 1 megawatt electric ( “MWe” ) of baseload power through a gas-cooled system utilizing commercially available low enriched uranium ( “LEU” ). The reactor design contemplates extended operating cycles, including refueling capabilities, subject to regulatory approval. As of December 31, 2025, the Company has completed the conceptual and detailed design phases of the reactor and has validated certain key technological components. The Company has initiated pre-application engagement with the U.S. Nuclear Regulatory Commission ( “NRC” ) and is progressing through regulatory and licensing activities required for future construction and operation. The Company has not yet constructed a commercial reactor and has not generated revenues from operations. All activities to date relate to research and development and preparation for potential future commercialization. Risks and Uncertainties The