Terra Innovatum Global N.V.

Terra Innovatum Global N.V. operates in the nuclear energy industry, specifically focused on micro-modular nuclear reactors. The company describes itself as a leading micro-modular nuclear solutions company aiming to deliver reliable, low-cost and zero-carbon power through its first-of-a-kind reactor SOLO. The nuclear energy industry is experiencing renewed interest as countries seek reliable, carbon-free energy solutions, with governments demonstrating increased support for next-generation nuclear technologies through initiatives such as the Nuclear Regulatory Commission’s improved frameworks and the Department of Energy’s programs. The market shift toward distributed energy resources and increasing demand for reliable, carbon-free power in applications ranging from data centers to remote industrial operations presents significant opportunities for the company's technology.

The company's competitive strengths include unique technology and safety features, supply chain certainty and fast time to market, economic competitiveness, operational flexibility and market reach, and scalability and redundancy. The SOLO reactor uses Low Enriched Uranium fuel which is commercially available with a well-established supply chain. The design inhibits the possibility of meltdown or explosion due to the use of a helium coolant instead of water and low thermal output. The Emergency Planning Zone is expected to be limited to Operations Boundary. The company believes these characteristics position it well for successful regulatory approval and commercialization. The company faces competition from other advanced reactor designs under development in the United States and from alternative means of producing electricity and heat.

The company's primary business model is centered on the direct sale of SOLO reactors to customers seeking reliable and sustainable energy solutions, such as industrial operations, manufacturing facilities, remote locations, healthcare facilities, and data centers. In addition to reactor sales, the company intends to offer service packages and periodic maintenance services throughout each unit's operational lifetime. The company implements a fabless and contract manufacturing strategy, expecting to contract with key suppliers for all phases of the manufacturing process, which eliminates the need for an in-house factory and allows use of existing manufacturing facilities. The company has not generated any revenue since its inception and does not expect to generate revenue unless and until it is able to commercialize its reactors.

The SOLO reactor is designed to operate continuously at full power for 15 years without refueling, with the potential for core/reactor swaps to extend the operational cycle up to 45 years. Each SOLO reactor generates 1MWe of power, with overall dimensions of approximately 6.5m in height, a cross section of 2.4 m and weighing 60 metric tons in total. The reactor uses Low Enriched Uranium fuel at 4.95% U-235 enrichment level in Zircalloy clad, with a solid heterogeneous Beryllium and Graphite moderator matrix. The coolant is helium gas, which enters the bottom of the reactor and is heated while passing through dedicated channels adjacent to the fuel rods. The reactor is controlled using 12 control drums with N+3 redundancy, and includes 3 different active and passive diverse shutdown mechanisms: 12 shutdown drums, 6 shutdown rods, and 6 shutdown rodlets. SOLO is encased in a 2.5 meter thick concrete monolith serving as a biological shield. The company targets licensing and commercial deployment of its First-of-a-Kind reactor by 2028 ¹.

The SOLO reactor is designed to serve six critical industry sectors: Industrial Applications, Logistics and Transportation, Data Centers, Energy Storage, Civil and Commercial Facilities, and Underserved Communities. For industrial applications, the 1MWe power generation capability is combined with 4MW of 55°C heat or 5MW of 450°C steam. The reactor has a compact 10m² footprint. The company's target customer base spans industrial operations, manufacturing facilities, remote locations, healthcare facilities, and data centers. The company also intends to offer service packages and periodic maintenance services throughout each unit's operational lifetime.

On October 9, 2025, the company consummated its business combination with GSR III Acquisition Corp. On October 10, 2025, the ordinary shares commenced trading on Nasdaq under the symbol NKLR. Net proceeds from the Business Combination and PIPE financing totaled approximately $106,713 ². Between May and September 2025, the company issued $5,690 ³ of unsecured bridge loans bearing 15% ⁴ payment in kind interest. Upon Closing, all outstanding notes converted into 851,483 ⁵ ordinary shares at a conversion price of $7.00 ⁶ per share, and warrants to purchase up to 851,483 ⁷ ordinary shares at exercise prices of $11.50 ⁸ and $15.00 ⁹ each with a 36-month term were issued. The company also issued 8,040 ¹⁰ Convertible Preferred Shares, of which 4,020 ¹¹ preferred shares converted into 40,200,000 ¹² ordinary shares on November 13, 2025. The company entered into a lease agreement with Nine Nuclear and Industrial Engineering S.R.L. for three office rooms at a rent of €11,400 ($12,320 USD) ¹³ per annum. The company entered into engineering services agreements with Nine for $215 (€184) ¹⁴ and with FPoliSolutions for $90 ¹⁵ and later an amendment for $107 ¹⁶. The company paid a cash success fee of $2,500 ¹⁷ and a milestone fee of $225 ¹⁸ to a SPAC financial advisor. The company entered into capital markets advisory agreements with fees of $150 ¹⁹, $125 ²⁰, $125 ²¹, $600 ²², $700 ²³, and $350 ²⁴. The company entered into an engineering services agreement for €433 ²⁵ and a feasibility and industrialization study agreement. The company entered into a Senior Advisor Agreement with a one-time grant of 180,000 ²⁶ restricted shares vesting over 36 months and 1% ²⁷ commission on qualifying new business.

For the year ended December 31, 2025, the company reported net income of $539,524 ²⁸ compared to a net loss of $34 ²⁹ for the year ended December 31, 2024. Net cash used by operating activities was $10,297 ³⁰ for 2025 compared to $42 ³¹ for 2024. Total operating expenses were $33,699 ³² for 2025 compared to $153 ³³ for 2024. General and administrative expenses were $32,311 ³⁴ for 2025 compared to $78 ³⁵ for 2024. Development costs were $1,388 ³⁶ for 2025 compared to $75 ³⁷ for 2024. The company had an accumulated deficit of approximately $607.3 million ³⁸ as of December 31, 2025 and cash of $102,882 ³⁹ as of December 31, 2025.

The company targets licensing and commercial deployment of its First-of-a-Kind reactor by 2028 ⁴⁰. The regulatory engagement plan was submitted to the Nuclear Regulatory Commission in early 2025. The company expects to continue to incur operating losses and negative cash flows in the coming years because of additional costs and expenses related to research and development, business development activities, and its status as a publicly traded company. The company does not expect to generate any revenue unless and until it is able to commercialize its reactors.

The company identifies the rapidly growing data center market as a significant growth vector, noting that SOLO reactors address challenges including power availability constraints, land use and water restrictions, and grid capacity limitations through their compact 10m² ⁴¹ footprint. The behind-the-meter, off-grid capability can reduce reliance on strained electrical infrastructure, allowing data centers to bypass typical long waiting periods for grid power access. The modular approach may enable data center operators to deploy power capacity incrementally at 1MWe ⁴² per module, supporting both colocation and hyperscale facilities with the ability to deploy multiple units to meet capacity requirements up to 1GW ⁴³. The company also targets underserved communities, remote locations, and islands that traditionally rely on expensive, polluting diesel generation, offering transformative energy solutions with stable electricity at predictable costs.

The company identifies industrial applications as a growth vector, with the SOLO reactor designed to serve a wide range of industrial customers requiring both electricity and process heat. The 1MWe ⁴⁴ power generation capability combined with 4MW ⁴⁵ of 55°C ⁴⁶ heat or 5MW ⁴⁷ of 450°C ⁴⁸ steam addresses critical energy needs across industries including cement production, food processing, paper mills, chemical plants, pharmaceutical facilities, and mining operations. The company also targets the logistics and transportation sector requiring consistent power for frozen storage facilities, automated distribution centers, shipping ports, airports, and Electric Vehicle charging infrastructure. The energy storage sector is targeted through SOLO's ability to support production of pink hydrogen through electrolysis and enable large-scale decarbonization of ammonia synthesis.

The company expects that operating losses and negative cash flows will increase in the coming years because of additional costs and expenses related to research and development, business development activities, and its status as a publicly traded company. The company expects to continue to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with SEC and Nasdaq rules, additional insurance costs, investor relations activities, and other administrative and professional services. The company expects general and administrative expenses to increase in absolute dollars in future periods.

The company implements a fabless and contract manufacturing strategy and expects to contract with key suppliers for all phases of the manufacturing process. The company expects that this will eliminate the need for an in-house factory and will allow use of existing manufacturing facilities. The company leverages the expertise of industry-leading suppliers that comply with nuclear quality assurance standards including 10 CFR 50 Appendix B. The company expects micro reactors like SOLO to be regulated under the pending 10 CFR Part 57, a new regulation tailored to reactors like SOLO. The company may place non-cancellable inventory orders for certain components ahead of historical lead times, pay premiums, or provide deposits to secure future supply and manufacturing capacity. The company will actively secure long-lead materials and has established long-term agreements with critical supply chain partners.

The company expects that significant additional capital will be needed in the future to continue planned operations, including commercialization efforts, expanded research and development activities, and costs associated with operating a public company. The company may seek to sell ordinary shares, convertible securities, or other equity securities in one or more transactions. The company does not expect to pay dividends on its shares for the foreseeable future. The company's ability to pay dividends will primarily depend on the ability of its subsidiaries to generate earnings and provide the necessary financial resources. As of December 31, 2025, the company had cash of $102,882 ⁴⁹.

The company faces structural headwinds including the fact that it has not yet commercialized or sold the SOLO or any other micro-modular reactor, and there is no guarantee that it will be able to do so. The market for MMRs generating electric power and high-temperature heat is not yet established and may not achieve the growth potential expected or may grow more slowly than expected. The company's cost estimates are highly sensitive to broader economic factors, and its ability to control or manage costs may be limited. Changes in the availability and cost of electricity, natural gas, and other forms of energy are subject to volatile market conditions that could adversely affect the business. The company and its customers operate in a politically sensitive environment, and public perception of nuclear energy can affect the company and its customers.

The company faces execution risks including that its supply base may not be able to scale to the production levels necessary to meet sales projections. The company relies on a limited number of suppliers for certain materials and supplied components, some of which are highly specialized and are being designed for first-of-a-kind or sole use in the SOLO. Certain materials, such as the graphite used for the moderator, are currently produced in limited quantities and are available predominantly from a small number of vendors inside and outside the United States. The company's reliance on multi-layered international supply chains exposes it to volatility in prices and availability of materials and may make it susceptible to changes in geopolitical relationships. The company has identified material weaknesses in its internal controls over financial reporting related to the lack of sufficient Sarbanes-Oxley control environment, failure to perform a formal assessment of the de-SPAC transaction impact, failure to uplift internal controls, and lack of a monitoring program.

The company has incurred losses and has not generated any revenue since its inception, with an accumulated deficit of approximately $607.3 million ⁵⁰ as of December 31, 2025 and negative operating cash flow in 2025 and 2024. The company has not yet commercialized or sold the SOLO or any other micro-modular reactor, and there is no guarantee that it will be able to do so. The company will require substantial additional funding to fulfill its business plan, and such funding may be dilutive to investors. The company's supply base may not be able to scale to the production levels necessary to meet sales projections, and the company relies on a limited number of suppliers for certain materials, including graphite for the moderator which is produced in limited quantities from a small number of vendors. The company has identified material weaknesses in its internal controls over financial reporting, which could impair its ability to produce timely and accurate financial statements.

Management's message emphasizes the company's mission to make nuclear power accessible by delivering simple and safe micro-reactor solutions that are scalable, affordable and deployable anywhere, 1MWe at a time. The company targets licensing and commercial deployment of its First-of-a-Kind reactor by 2028 ⁵¹. Management highlights that the SOLO reactor's core innovation lies in its ability to generate 1 MWe of electricity baseload with a continuous operational cycle of up to 15 years, extendable to 45 years through refueling. The company has made substantial progress in de-risking its First-of-a-Kind reactor, including initiating regulatory engagement with the U.S. Nuclear Regulatory Commission and establishing a robust supply chain strategy. Management emphasizes that the company has completed the reactor design, validated key technological components, and is targeting licensing and commercial deployment of the FOAK reactor by 2028 ⁵². The strategic priorities emphasized are achieving commercial deployment by 2028, securing regulatory approvals, and establishing a robust supply chain strategy.