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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~March 3031, ~~2025~~ 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_______________ to~~____________ ~~_______________~~to _____________

Commission File ~~Number:~~ No. 001-42901

TERRA INNOVATUM GLOBAL N.V.

(Exact name of registrant as specified in its charter)

The Netherlands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Via della Chiesa XXXII, 759 Lucca, Italy 55100 (Address of principal executive offices, including zip code)

Via Matteo Trenta 117, Lucca, Italy 55100		55100 LU
(Address of principal executive offices)		(Zip Code)

+39 0583 55797

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value of €0.01 per share		NKLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ~~(§232.405~~ ~~of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer ☐ Accelerated filer ☒☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether ~~the~~ registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ ☐ No ☒

As of ~~November~~June 1430, 2025 (the last business day of our most recently completed second fiscal quarter), based upon the last reported trade on that date, the aggregate market value of the voting and non-voting common ~~there~~equity ~~were~~held 70by non-affiliates (for this purpose,~~300~~ all outstanding and issued ordinary shares minus shares held by the officers,~~948~~ directors and known holders of 10% or more of the Company’s ordinary shares) ~~outstanding~~was $0.

~~TERRA~~ ~~INNOVATUM~~As ~~GLOBAL~~of NJune 29, 2026, there were a total of 110,500,908 ordinary shares of the registrant issued and outstanding.V.

Terra Innovatum Global N.V.

Quarterly Report on Form 10-Q

Quarter Ended March 31, 2026

TABLE OF CONTENTS

		Page
PART I
Part I – Financial Information		1
Item 1.	Financial Statements.	1
Item 1. Financial Statements		1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
Item 4.	Controls and Procedures.	23
Item 4. Controls and Procedures		33
PART II
Part II – Other Information		34
Item 1.	Legal Proceedings.	26
Item 1. Legal Proceedings		34
Item 1A.	Risk Factors.	26
Item 1A. Risk Factors		34
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 3.	Defaults Upon Senior Securities.	26
Item 3. Defaults Upon Senior Securities		34
Item 4.	Mine Safety Disclosures.	26
Item 4. Mine Safety Disclosures		34
Item 5.	Other Information.	26
Item 5. Other Information		34
Item 6.	Exhibits.	27
Item 6. Exhibits		34
Signatures		35

~~EXPLANATORY~~Special ~~NOTE~~Note Regarding Forward-Looking Statements

OnThis ~~October~~report 9,contains ~~2025,~~forward-looking ~~subsequent~~statements towithin the ~~end~~meaning of ~~the~~Section ~~quarterly~~27A ~~period~~of ~~ended September 30, 2025,~~ the ~~quarterly~~Securities ~~period~~Act toof ~~which this Quarterly Report on Form 10-Q relates~~1933, ~~Terra~~ ~~Innovatum Global N.V. (formerly known~~ as ~~Terra~~amended ~~Innovatum Global s.r.l.), a public limited liability company organized under Dutch law~~ (the “~~Company~~Securities Act”), ~~consummated~~and ~~its~~Section ~~previously announced business combination. Pursuant to several transactions contemplated~~21E ~~under~~of the ~~Business~~Securities ~~Combination~~Exchange ~~Agreement,~~Act ~~dated as~~ of ~~April 21~~1934, ~~2025~~as amended (the “~~Business~~Exchange ~~Combination Agreement~~Act”) ~~by and among Terra Innovatum s~~.~~r.l.,~~ anAll ~~Italian~~statements ~~limited~~contained ~~liability~~in ~~company~~this ~~(“Terra~~Form ~~OpCo”)~~10-Q, other ~~and~~than ~~GSR~~statements ~~III~~of ~~Acquisition~~historical ~~Corp.~~fact, aare ~~Cayman~~based ~~Islands~~on ~~exempted company~~our ~~(“GSR~~management’s ~~III”),~~beliefs ~~Terra~~and ~~OpCo~~assumptions ~~caused~~and toon beinformation ~~formed~~currently ~~Terra~~available to ~~Innovatum Global s~~us.~~r.l.,~~ anThese ~~Italian~~statements ~~limited~~relate ~~liability~~to ~~company~~future ~~(Italian Società~~events aor ~~responsabilità~~to ~~limitata)~~our ~~with~~future ~~the~~financial ~~same~~performance ~~quotaholders~~and ininvolve ~~the~~known ~~same~~and ~~ownership~~unknown ~~percentages as Terra Opco~~risks, ~~(“New~~uncertainties ~~TopCo”);~~and ~~New~~other ~~TopCo~~factors ~~converted~~that ~~into~~may ~~Terra~~cause ~~Innovatum~~our ~~Global~~actual ~~N.V.~~results, alevels ~~limited~~of ~~liability company organized under Dutch law~~activity, ~~referred~~performance ~~to herein as “Terra”~~ or ~~the~~achievements ~~“Company”;~~to ~~GSR~~be ~~III~~materially ~~Cayman~~different ~~Merger~~from ~~Sub~~any future (aresults, ~~wholly-owned~~levels ~~subsidiary~~ of ~~Terra) was merged with and into GSR III~~activity, ~~with~~performance ~~GSR~~or ~~III~~achievements ~~surviving~~expressed ~~the~~or ~~merger~~implied asby athese ~~wholly~~forward-looking ~~owned~~statements. ~~subsidiary~~Forward-looking statements ~~of Terra (the “Merger” and~~include, ~~together with~~but ~~the~~are ~~other~~not ~~transactions~~limited ~~contemplated by the Business Combination Agreement~~to, ~~the~~statements ~~“Business Combination”).~~about:

~~Except~~● asour ~~otherwise~~goals ~~expressly provided~~and ~~herein~~strategies, ~~the~~including ~~information~~our inability ~~this~~to ~~Quarterly~~build ~~Report~~and oncommercialize ~~Form~~a 10micro-Qmodular ~~does~~nuclear ~~not~~reactor; ~~reflect~~● ~~the~~our ~~consummation~~future business development, financial condition and results of ~~the~~operations; ~~Business~~● ~~Combination which~~expected changes in our revenue, ascosts ~~discussed~~or ~~above~~expenditures; ● growth of and competition trends in our industry; ● our expectations regarding demand for, ~~occurred~~and ~~subsequent~~market toacceptance of, our products; ● our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate; ● fluctuations in general economic and business conditions in the ~~period~~markets ~~covered~~in ~~hereunder~~which we operate; and ● relevant government policies and regulations relating to our industry.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Part II, Item 1A “Risk Factors” of our Annual Report filed on Form 10-K and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe,” “we expect,” “we anticipate” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this report or to reflect the occurrence of unanticipated events.

You should read this report and the documents that we reference in this report and have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this report.

PART I ~~– FINANCIAL INFORMATION~~

~~Item~~ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS.

Terra Innovatum Global, N.V. (formerly Terra Innovatum Global, Srl.) Interim Condensed Consolidated Balance Sheets (~~Unaudited) (~~all amounts in USD)(in thousands)

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	Unaudited
Assets
Current assets:
Cash and cash equivalents	$	296,~~151~~701		$	69102,882
Deferred transaction costs		1,114			-
Accounts receivable, net		-			4
Prepaid expenses and other current assets		~~385~~4,781			653,148
Total current assets		3101,~~650~~482			~~134~~106,034
Equipment, net		98417			-102
Total assets	$	3101,~~748~~899		$	~~134~~106,136
Liabilities and quotaholders’ deficit
Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable	$	~~3,708~~737		$	321,150
Accrued expenses and other current liabilities		~~221~~4,018			212,009
Bridge loans, net		3,557			-
Total current liabilities		4,755			3,159
Total current liabilities		7,486			53
Share-settled contingent liability		185,860			186,323
Related party loan, non-current		325			107
Warrant liabilities		9,949			10,236
Other non-current liabilities		~~167~~27			68
Total liabilities		7200,~~978~~591			~~166~~199,726
Commitments and contingencies (Note 5)
Commitments and contingencies (Note 10)
Quotaholders’ deficit:
Shareholders’ deficit:
Corporate capital		15			3
Ordinary shares (€0.01 par value, 500,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 110,226,198 shares issued and outstanding as of March 31, 2026 and 110,226,198 issued and outstanding as of December 31, 2025)		1,281			1,281
Additional paid-in capital		1,402			-
Convertible Preferred Shares (€100 par value, 8,040 shares authorized as of March 31, 2026 and December 31, 2025; 20 shares issued and outstanding as of March 31, 2026 and December 31, 2025)		3,086			3,086
Accumulated deficit		(5,617	)		(37	)
Additional paid-in capital		519,422			519,422
Accumulated other comprehensive income		(30	)		2
Accumulated deficit		(614,382	)		(607,276	)
Total quotaholders’ deficit		(4,230	)		(32	)
Accumulated other comprehensive loss		(8,099	)		(10,103	)
Total liabilities and quotaholders’ deficit	$	3,748		$	134
Total shareholders’ deficit		(98,692	)		(93,590	)
Total liabilities and shareholders’ deficit	$	101,899		$	106,136

The accompanying notes are an integral part of these ~~unaudited~~interim condensed consolidated financial statements.

Terra Innovatum Global N.V. (formerly Terra Innovatum Global, Srl.) Interim Condensed Consolidated Statements of Operations and Comprehensive ~~(Loss)~~ Income (~~Unaudited) (~~all amounts in USD)(in thousands, except share and per share amounts)

	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	For The Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Operating expenses:
	Unaudited
Selling, general and administrative	$	2,135		$	2		$	5,655		$	7
Operating expenses:
Development costs		155			16			244			53
General and administrative	$	5,396		$	1,416
Total operating expenses		2,290			18			5,899			60
Development costs		1,238			33
Loss from operations		(2,290	)		(18	)		(5,899	)		(60	)
Total operating expenses		6,634			1,449
Other income (expenses):
Loss from operations		(6,634	)		(1,449	)
Other income - related party		-			34			-			96
Other income (expenses):
Other expense		(160	)		-			(215	)		-
Other income, net		2,780			1
Interest expense		(537	)		-			(726	)		-
Change in fair value - share settled contingent liability		(3,335	)		-
Change in fair value - warrant liability		-			-			1,260			-
Change in fair value - warrant liabilities		83			-
Total other (expense) income, net		(~~697~~472	)		341			~~319~~			96
(Loss) income before income taxes		(2,987	)		16			(5,580	)		36
Loss before income taxes		(7,106	)		(1,448	)
(Provision) benefit for income taxes		-			-			-			-
Net (loss) income	$	(2,987	)	$	16		$	(5,580	)	$	36
Net loss	$	(7,106	)	$	(1,448	)
Other comprehensive (loss) income
Other comprehensive income (loss)
Change in foreign currency translation adjustment		~~(49~~2,004	)		276			~~(32~~	)		26
Total comprehensive (loss) income	$	(3,036	)	$	43		$	(5,612	)	$	62
Total comprehensive loss	$	(5,102	)	$	(1,442	)
Net loss per share - basic and diluted	$	(0.06	)	$	(0.03	)
Weighted-average ordinary shares outstanding - basic and diluted		110,226,198			47,500,000

The accompanying notes are an integral part of these ~~unaudited~~interim condensed consolidated financial statements.

Terra Innovatum Global N.V. (Formerly Terra Innovatum Global, Srl.) Interim Condensed Consolidated Statements of Changes in ~~Quotaholders~~Shareholders’ Deficit ~~For the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) (all amounts in USD)(in thousands)~~

			Additional					Accumulated other			Total quotaholders’
	Corporate		Paid-in-		Accumulated			comprehensive			(deficit)
	capital		capital		deficit			income (loss)			equity
Balance at December 31, 2024	$	3	$	-	$	(37	)	$	2		$	(32	)
Net income (loss)		-		-		(1,448	)		-			(1,448	)
Foreign currency translation		-		-		-			6			6
Balance at March 31, 2025	$	3	$	-	$	(1,485	)	$	8		$	(1,474	)
Net income (loss)		-		-		(1,145	)		-			(1,145	)
Capital contributions		12		-		-			-			12
Issuance of warrants, net		-		1,077		-			-			1,077
Foreign currency translation		-		-		-			11			11
Balance at June 30, 2025	$	15	$	1,077	$	(2,630	)	$	19		$	(1,519	)
Net income (loss)		-		-		(2,987	)		-			(2,987	)
Issuance of bridge loans, net		-		325		-			-			325
Foreign currency translation		-		-		-			(49	)		(49	)
Balance at September 30, 2025	$	15	$	1,402	$	(5,617	)	$	(30	)	$	(4,230	)

(all amounts in USD)(in thousands)

			Additional		Accumulated deficit/			Accumulated other			Total
			Convertible																Accumulated			Total
	Corporate		~~Paid-in-~~Preferred Shares		~~Retained~~			~~comprehensive~~Ordinary shares			~~quotaholders’~~			Additional paid-in		Accumulated			other comprehensive			shareholders’
	capital		capital		earnings			(loss) income			(deficit) equity
Unaudited	capital		Shares		Amount			Shares			Amount			capital		deficit			(loss) income			deficit
Balance at December 31, 2023	$	3	$	-	$	(3	)	$	-		$	-
Balance at January 1, 2026	$	-		20	$	3,086			110,226,198		$	1,281		$	519,422	$	(607,276	)	$	(10,103	)	$	(93,590	)
Net income (loss)		-		-		-			-			-
Net loss		-		-		-			-			-			-		(7,106	)		-			(7,106	)
Foreign currency translation		-		-		-			-			-			-		-			2,004			2,004
Balance at March 31, 2024	$	3			$	(3	)	$	-		$	-
Balance at March 31, 2026	$	-		20	$	3,086			110,226,198		$	1,281		$	519,422	$	(614,382	)	$	(8,099	)	$	(98,692	)
Net income (loss)		-		-		20			-			20
Foreign currency translation		-		-		-			(1	)		(1	)
Balance at June 30, 2024	$	3	$	-	$	17		$	(1	)	$	19
Net income (loss)		-		-		16			-			16
Foreign currency translation		-		-		-			29			29
Balance at September 30, 2024	$	3	$	-	$	33		$	28		$	64

The accompanying notes are an integral part of these unaudited consolidated financial statements.

				Convertible														Accumulated		Total
	Corporate			Preferred Shares				Ordinary shares				Additional paid-in			Accumulated			other comprehensive		shareholders’
Unaudited	capital			Shares		Amount		Shares		Amount		capital			deficit			income		deficit
Balance at January 1, 2024	$	3			-	$	-		-	$	-	$	-		$	(3	)	$	-	$	-
Retrospective application of the Business Combination		(3	)		-		-		47,500,000		551		(548	)		-			-		-
Adjusted balances at beginning of period	$	-			-	$	-		47,500,000	$	551	$	(548	)	$	(3	)	$	-	$	-
Net loss		-			-		-		-		-		-			(34	)		-		(34	)
Foreign currency translation		-			-		-		-		-		-			-			2		2
Balance at December 31, 2024	$	-			-	$	-		47,500,000	$	551	$	(548	)	$	(37	)	$	2	$	(32	)
Net loss		-			-		-		-		-		-			(1,448	)		-		(1,448	)
Foreign currency translation		-			-		-		-		-		-			-			6		6
Balance at March 31, 2025	$	-			-	$	-		47,500,000	$	551	$	(548	)	$	(1,485	)	$	8	$	(1,474	)

3 The accompanying notes are an integral part of these interim condensed consolidated financial statements.

~~Terra Innovatum Global, N.V. (formerly Terra Innovatum Global, Srl.) Consolidated Statements of Cash Flows (Unaudited) (all amounts in USD)(in thousands)~~3

	For The Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities
Net (loss) income	$	(5,580	)	$	36
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities
Unrealized foreign exchange loss (gain)		15			(28	)
Change in fair value of warrants		(1,260	)		-
Interest expense - non-cash		646			-
Changes in operating assets and liabilities:
Due from related parties		-			9
Prepaid expenses and other current assets		(290	)		(7	)
Accounts payable		2,439			(1	)
Accrued expenses and other current liabilities		245			3
Other non-current liabilities		97			-
Net cash (used in) provided by operating activities		(3,688	)		12
Cash flows from investing activities
Purchases of equipment		(94	)		-
Net cash used in investing activities		(94	)		-
Cash flows from financing activities
Proceeds from Bridge Loans		5,577			-
Payment of debt issuance costs for Bridge Loans		(24	)		-
Capital contributions		11			-
Proceeds from related party loans		195			-
Net cash provided by financing activities		5,759			-
Effect of exchange rate changes on cash and cash equivalents		105			-
Net change in cash and cash equivalents		1,977			12
Cash and cash equivalents at beginning of the period		69			2
Cash and cash equivalents at end of the period	$	2,151		$	14
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Unpaid deferred transaction costs	$	1,062		$	-
Reclassification of liability-classified to equity-classified warrants	$	193		$	-
Fair value of warrant liability	$	1,485
Issuance costs allocated to Bridge Loans	$	10		$	-
Equity classified warrants in conjunction with Bridge Loans	$	1,329		$	-

Terra Innovatum Global N.V.
(formerly Terra Innovatum Global Srl.)
Interim Condensed Consolidated Statements of Cash Flows
(all amounts in USD)(in thousands)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

	For The Three Months Ended March 31,
	2026			2025
	Unaudited
Cash flows from operating activities
Net loss	$	(7,106	)	$	(1,448	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Unrealized foreign exchange (gain) loss		(220	)		46
Change in fair value of warrants		(83	)		-
Change in fair value of share-settled contingent liability		3,335			-
Depreciation expense		6			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(1,716	)		27
Accounts receivable, net		5			-
Accounts payable		(178	)		1,022
Accrued expenses and other current liabilities		2,084			154
Other non-current liabilities		17			-
Net cash used in operating activities		(3,856	)		(199	)
Cash flows from investing activities
Purchases of equipment		(328	)		-
Net cash used in investing activities		(328	)		-
Cash flows from financing activities
Proceeds from related party loans		-			172
Net cash provided by financing activities		-			172
Effect of exchange rate changes on cash and cash equivalents		(1,997	)		2
Net change in cash and cash equivalents		(4,184	)		(27	)
Cash and cash equivalents at beginning of the period		102,882			69
Cash and cash equivalents at end of the period	$	96,701		$	44
Supplemental disclosures for cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

4The accompanying notes are an integral part of these interim condensed consolidated financial statements.

~~Terra Innovatum Global N.V. (formerly Terra Innovatum Global, Srl.) Notes to the Consolidated Financial Statements (Unaudited)(in thousands)~~4

~~Note 1~~Terra Innovatum Global N.V. (formerly ~~Organization~~Terra Innovatum Global Srl.) Notes to the Interim Condensed Consolidated Financial Statements (in thousands except share and per share amounts)

Terra Innovatum Global, Srl. (the “Company”), an Italian limited liability company limited by shares was formed on April 29, 2025, for the purpose of becoming the ultimate parent company following the transactions contemplated in a merger agreement (the “Merger Agreement”) entered into on April 21, 2025, by Terra Innovatum, Srl., GSR III Acquisition Corp. (“GSR III”), and other parties (also see Note ~~5 — Commitments and Contingencies)~~1. ~~The Company’s legal headquarters is in Lucca Italy, San Marco district at Via Matteo Trenta No. 117.~~Organization

Terra Innovatum, Srl. was incorporated under the laws of Italy on September 23, 2021 and is headquartered in Lucca, Italy. Terra Innovatum, Srl. is a pioneering nuclear energy technology company developing the SOLO Micro-Modular Nuclear Reactor (“SOLO”), a breakthrough solution designed to address critical challenges in clean energy production. The Company’s reactor represents a significant technological and engineering advancement, offering a compact, safe, and economically compelling alternative to traditional energy infrastructure. 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 strategic refueling, with a fixed and competitive projected levelized cost of energy. The Company’s strategic roadmap targets commercial deployment by 2028, with a clear focus on delivering a scalable, modular nuclear solution that can be deployed across diverse markets — from industrial and infrastructure to remote and off-grid applications. Key differentiators include a gas-cooled design, multiple safety shutdown mechanisms, safeguard-by-design, small footprint, and the ability to use commercially available Low Enriched Uranium (“LEU”), which significantly reduces regulatory and technological barriers typical in nuclear energy development. The Company has made substantial progress in de-risking its First-of-a-Kind (“FOAK”) reactor, including initiating regulatory engagement with the U.S. Nuclear Regulatory Commission (“NRC”), and establishing a robust supply chain strategy. The Company has completed the reactor design, validated key technological components, and is advancing through critical regulatory milestones to achieve the Company’s 2027 FOAK reactor completion target.Organization

~~On June 23, 2025, the~~ Terra Innovatum, ~~Srl. quotaholders, who collectively owned 100% of both Terra Innovatum~~ Global, ~~Srl~~N. ~~and Terra Innovatum, Srl~~V., ~~contributed 100% of their respective quotas in the capital of Terra Innovatum, Srl. to Terra Innovatum Global, Srl.~~ (the “~~Contribution~~Company”). Asor ~~a result of the Contribution,~~ “Terra”) ~~Innovatum,~~is ~~Srl. became~~ a ~~wholly~~Dutch ~~owned~~public ~~subsidiary~~limited ofliability ~~Terra~~company ~~Innovatum~~(naamloze ~~Global,~~vennootschap) ~~Srl.~~organized ~~This transaction represents a transfer of ownership interests between entities~~ under ~~common control and is accounted for in accordance with ASC 805-50, Business Combinations — Subtopic 50: Transactions Between Entities Under Common Control. Under this guidance,~~ the ~~assets~~laws ~~and liabilities~~ of ~~Terra Innovatum, Srl. were transferred to Terra Innovatum Global, Srl. at their carrying amounts as of~~ the ~~date of transfer, with no recognition of goodwill or gain/loss~~Netherlands. The ~~Contribution~~Company ~~also~~is ~~results~~registered in ~~a change in~~ the ~~reporting entity under U.S. GAAP~~Netherlands, as Terra Innovatum Global, Srl. now serves as the ultimate parent company for financial reporting purposes. Comparative financial statements have been retrospectively adjusted to reflect the financial position and ~~results~~its oflegal ~~operations~~headquarters ofis ~~Terra~~in ~~Innovatum~~Lucca, ~~Global~~Italy, ~~Srl.~~San asMarco ifdistrict ~~the entities~~at ~~had~~Via ~~always~~Matteo ~~been~~Trenta ~~combined~~No. ~~(Also, see below in “Contribution of Ownership Interests~~117.”)

On ~~September~~October 299, 2025, the Company ~~established~~consummated a business combination with GSR III ~~Cayman~~Acquisition ~~Merger~~Corp. ~~Sub~~(“GSR asIII”) anpursuant ~~exempted~~to ~~company~~a ~~under~~Business ~~the~~Combination ~~laws~~Agreement ofdated ~~the~~April ~~Cayman~~21, ~~Islands.~~2025, ~~The~~as ~~formation~~amended (the “Business Combination”), which was ~~executed~~accounted tofor ~~support~~as ~~the~~a ~~transactions contemplated~~recapitalization. Additional details are included in the ~~Merger~~Company’s ~~Agreement~~Annual Report on Form 10-K for the year ended December 31, 2025. ~~GSR~~As ~~III~~a ~~Cayman~~result ~~Merger~~of ~~Sub~~the isBusiness Combination, the Company became a ~~wholly-owned~~publicly ~~subsidiary~~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.

~~Merger~~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.

~~Background~~Nature of Operations

On ~~April 21,~~The ~~2025,~~Company ~~Terra~~is ~~Innovatum,~~developing ~~Srl~~a micro-modular nuclear reactor known as the SOLOTM Micro-Modular Nuclear Reactor (“SOLO”). The Company’s activities are currently centered on engineering design, ~~GSR III~~technology validation, regulatory engagement, and ~~such~~supply ~~other~~chain ~~parties~~planning ~~that~~related ~~may~~to ~~become~~the ~~parties~~SOLO ~~entered~~reactor. ~~into~~The ~~the~~SOLO ~~Merger~~reactor ~~Agreement~~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 ~~following~~reactor ~~are~~design ~~the~~contemplates ~~transactions~~extended ~~contemplated~~operating incycles, ~~the Merger~~including ~~Agreement:~~refueling capabilities, subject to regulatory approval.

~~Pre~~As of March 31, 2026, the Company has completed the conceptual and detailed design phases of SOLO and has validated certain key technological components. The Company has initiated pre-~~Closing~~application ~~Restructuring~~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.

~~Terra~~Risks ~~Innovatum,~~and ~~Srl. has undergone a pre-closing restructuring (the “Terra Innovatum, Srl. Pre-Closing Restructuring”):~~Uncertainties

●The ~~Formation~~Company ofis ~~Terra~~an ~~Innovatum~~early-stage ~~Global,~~nuclear ~~Srl.:~~energy Ontechnology ~~April~~company ~~29,~~and ~~2025,~~has ~~Terra~~not ~~Innovatum~~generated ~~Global,~~revenue ~~Srl~~from its principal operations. ~~was~~The ~~created~~Company’s ~~with~~activities ~~the~~remain ~~same~~focused ~~owners~~on research and ~~ownership~~development, ~~percentages~~regulatory asengagement, ~~Terra~~and ~~Innovatum,~~preparation ~~Srl~~for future commercialization of its SOLO reactor technology.

5As of March 31, 2026, the Company is subject to risks and uncertainties common to early-stage development enterprises, including the ability to obtain required regulatory approvals, successfully advance its technology through the licensing process, and continue to access capital to fund operations and future commercialization efforts. The regulatory approval process for nuclear technologies is complex, time-consuming, and subject to factors beyond the Company’s control.

● Contribution of Ownership Interests: On June 23, 2025, the Terra Innovatum, Srl. quotaholders, who collectively own 100% of both Terra Innovatum Global, Srl. and Terra Innovatum, Srl. effected the Contribution. As a result of the Contribution, Terra Innovatum, Srl. became a wholly owned subsidiary of Terra Innovatum Global Srl.5

~~Formation~~In ofaddition, ~~Terra~~the ~~MergerCo~~Company will require substantial additional capital to complete development and achieve commercialization, and there can be no assurance that such financing will be available on acceptable terms, or at all. These factors could impact the Company’s ability to execute its long-term business plan. However, there can be no assurance that additional financing will be available on favorable terms, if at all. These factors could impact the Company’s ability to execute its long-term business plan.

~~After the Terra Innovatum, Srl~~Note 2. ~~pre-closing~~Summary ~~Restructuring, Terra~~of ~~Innovatum~~Significant ~~Global,~~Accounting ~~Srl. will form a Cayman Islands exempted company (“Terra MergerCo”) as a direct, wholly owned subsidiary to complete the merger.~~Policies

~~Closing~~Basis ~~Date~~of Presentation and Principles of Consolidation

On ~~the~~The ~~closing~~accompanying ~~date~~unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and applicable rules and regulations of the ~~merger,~~U.S. ~~Terra~~Securities ~~Innovatum Global,~~and ~~Srl.~~Exchange ~~will~~Commission be(“SEC”) ~~converted~~regarding ~~from~~interim anfinancial ~~Italian~~reporting. ~~limited~~Any ~~liability~~reference ~~company~~in ~~into~~these anotes ~~Dutch~~to ~~public~~applicable ~~limited~~guidance ~~company~~is ~~named~~meant ~~Terra~~to ~~Innovatum~~refer ~~Global, N~~to U.VS. GAAP, as found in the ASC and ~~GSR III~~Accounting ~~will~~Standards ~~continue~~Updates as(“ASUs”) of the ~~surviving~~Financial ~~entity~~Accounting ~~and~~Standards ~~become~~Board a(“FASB”). ~~wholly~~The ~~owned~~interim ~~subsidiary~~condensed consolidated financial statements include the financial statements of Terra Innovatum Global, ~~Srl~~N.V. Atand ~~the effective~~its ~~time~~subsidiaries. ofAll intercompany balances and transactions have been eliminated. The interim condensed consolidated financial statements have been prepared on a going concern basis based on the ~~Merger,~~Company’s ~~each~~cash ~~outstanding~~and ~~ordinary~~cash ~~share~~equivalents of ~~GSR III~~$96,701 ~~will~~as beof ~~exchanged~~March 31, 2026 and the Company’s budgeted cash flows for ~~one~~the ~~ordinary~~twelve ~~share~~months following the issuance date of ~~Terra~~June ~~Innovatum Global~~30, ~~Srl~~2026. ~~(the “Merger”).~~

~~Registration~~The interim condensed consolidated financial statements as of March 31, 2026 and ~~Listing~~for the three months ended March 31, 2026 and 2025, in the opinion of management, include all adjustments, consisting of normal recurring items, to present fairly the Company’s financial position, results of operations, and cash flows. The Company’s operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year. The interim condensed consolidated financial statements and related notes as of and for the three months ended March 31, 2026 have been prepared on the same basis as and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules of the SEC. The Company believes the disclosures made are adequate to keep the information presented from being misleading.

~~Terra~~Beginning ~~Innovatum~~with ~~Global,~~the ~~Srl.~~quarterly ~~plans~~report toon ~~register~~Form ~~the shares~~10-Q ~~with~~for the ~~U.S. Securities~~three and ~~Exchange~~nine ~~Commission~~months ~~and~~ended ~~apply~~September 30, 2025, we have elected to ~~list~~present ~~these~~all ~~shares~~dollar onamounts rounded to the ~~Nasdaq~~nearest ~~Stock~~thousand ~~Market~~dollars.

~~Conditions~~Prior ~~and~~to the closing of the Business Combination, Legacy Terra completed a series of restructuring transactions (the “Terra Pre-Closing ~~Date~~Reorganization”) to establish a holding company structure. The Terra Pre-Closing Reorganization was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50. Accordingly, assets and liabilities were recorded at historical carrying amounts, and no goodwill, gain, or loss was recognized. As the reorganization resulted in a change in the reporting entity, the interim condensed consolidated financial statements have been retrospectively adjusted to include the historical financial results of Legacy Terra, the Company’s predecessor, for all periods presented, as if the current corporate structure had been in effect since the earliest period presented.

~~The Merger~~Basis ~~requires approval from GSR III shareholders’ and the satisfaction~~ of ~~other customary closing conditions.~~Consolidation

~~Accounting~~The interim condensed consolidated financial statements of the Company are presented in U.S. dollars and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The ~~Merger~~Company ~~will~~determines bewhether ~~accounted~~to ~~for~~consolidate asan aentity ~~recapitalization, with~~based ~~GSR III~~on ~~treated~~whether asit ~~the~~has ~~acquired~~a ~~company~~controlling ~~for~~financial ~~accounting~~interest ~~purposes~~under ~~and~~ASC ~~Terra~~Topic ~~Innovatum Global~~810, ~~Srl~~Consolidation (“ASC 810”). ~~will~~A controlling financial interest may be ~~treated~~established asthrough either (i) the ~~accounting acquirer~~variable interest entity (“VIE”) model or (ii) the voting interest model (“VOE”).

~~Note 2~~Under the VIE model, an entity is considered a VIE if, among other factors, (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) the equity holders lack the characteristics of a controlling financial interest, or (iii) voting rights are not substantive. ~~Going~~The ~~Concern~~Company consolidates a VIE if it is the primary beneficiary, defined as the party that both (i) has the power to direct the activities that most significantly impact the entity’s economic performance and (ii) has the obligation to absorb losses or the right to receive benefits that could potentially be significant.

As ofIf ~~September~~an ~~30,~~entity ~~2025,~~does ~~the Company~~not ~~had~~meet ~~cash~~the definition of $2a VIE,~~151~~ ~~and~~the anCompany ~~accumulated~~evaluates ~~deficit~~consolidation ofunder ~~approximately~~the ~~$5,617~~voting interest model. ~~For~~Under this model, the ~~nine~~Company ~~months~~consolidates ~~ended~~entities ~~September~~in ~~30,~~which ~~2025,~~it ~~the~~has ~~Company used~~a ~~approximately~~controlling $3financial interest,~~688~~ generally evidenced by ownership of ~~cash~~a inmajority ~~operating~~of ~~activities~~the ~~and~~voting interests. The Company has ~~historically~~evaluated ~~incurred~~its ~~recurring~~legal ~~losses~~entities under ASC 810-10-15-14 and ~~negative~~determined ~~operating~~that ~~cash~~none ~~flows~~meet the definition of a VIE. ~~These~~ ~~conditions~~Accordingly, ~~initially~~all ~~raised~~such ~~substantial~~entities ~~doubt~~are ~~about~~considered VOEs, and the Company’s ~~ability~~applies tothe ~~continue~~voting asinterest amodel ~~going~~and ~~concern~~consolidates ~~within~~its ~~one~~subsidiaries ~~year~~based ~~after the~~on ~~date~~its ~~the~~controlling financial ~~statements~~interest, ~~were~~which ~~issued~~is evidenced by 100% ownership of the voting interests.

~~Subsequent~~Foreign toCurrency ~~the~~Translation ~~balance sheet date, on October 9, 2025, the Company completed the Merger (see “Note 13 – Subsequent Events”), which resulted in the conversion of $5,690 of Bridge Loans into equity~~ and ~~warrants~~Transaction ~~and~~Gains ~~provided significant additional liquidity. Based on management’s current forecasts, expected cash outflows over the next 12 months to support FOAK development, engineering~~ and licensing activities, and general business operations are not anticipated to exceed available liquidity. Management therefore believes that existing cash will be sufficient to meet the Company’s working capital and capital expenditure requirements for at least the next 12 months.Losses

The Company’s ~~primary sources~~reporting ofcurrency ~~liquidity~~is ~~are~~the ~~cash~~United States onDollar ~~hand~~(“$”), ~~and~~while its ~~primary~~functional ~~uses~~currency ofis ~~liquidity~~the ~~are~~Euro ~~operating expenses~~(“€”), ~~licensing~~which ~~activities,~~it ~~and~~uses ~~capital~~for ~~expenditures. The~~conducting ~~Company~~business ~~continues~~and tomaintaining ~~monitor~~ its ~~liquidity~~books ~~position~~ and ~~may~~records. ~~consider~~The ~~additional~~accompanying ~~financing~~interim ~~arrangements,~~condensed ~~including~~consolidated ~~equity~~financial ~~offerings, to~~statements ~~support~~are ~~its~~presented ~~growth~~in ~~strategy as appropriate~~US$.

6Monetary assets and liabilities denominated in foreign currencies are remeasured at period-end exchange rates, and resulting foreign exchange gains and losses are recognized in earnings. For such monetary assets and liabilities that are measured at fair value, the Company has elected to present foreign exchange gains and losses arising from remeasurement within the same line item as the change in fair value of the underlying instruments in the interim condensed consolidated statements of operations, as such amounts are considered an integral component of the overall fair value measurement. For other monetary assets and liabilities not measured at fair value, foreign exchange gains and losses are presented within other income (expense), net in the interim condensed consolidated statements of operations.

~~Note 3. Summary of Significant Accounting Policies~~6

~~There~~In ~~have~~accordance ~~been~~with ~~no significant~~ASC 830-30, ~~changes~~Translation toof ~~the~~Financial ~~accounting~~Statements, ~~policies during~~ the ~~nine months~~Company ~~period~~and ~~ended~~its ~~September 30~~subsidiary, ~~2025~~Legacy Terra, astranslates ~~compared~~its toassets ~~the significant~~and ~~accounting~~liabilities ~~policies~~from ~~described~~its infunctional ~~Note 3~~currency ofinto ~~the~~US$ ~~Notes~~using to the ~~financial~~exchange ~~statements~~rate inat the ~~Terra~~balance ~~Innovatum, Srl’s~~sheet ~~audited~~date. ~~financial~~Revenues ~~statements~~ and ~~Note 3~~expenses ofare ~~the~~translated ~~Notes~~at to the ~~financial~~average ~~statements~~exchange inrate ~~Terra~~for ~~Innovatum~~the ~~Global, Srl’s~~reporting ~~audited~~period. ~~financial~~Translation ~~statements~~gains ~~both~~and ~~included~~losses inare ~~the~~recorded ~~Terra~~as ~~Innovatum~~a ~~Global~~separate ~~S.R.L.~~component ~~Form~~of ~~S-4~~accumulated ~~Amendment~~other ~~No.~~comprehensive 5income ~~filed~~(“AOCI”) ~~September 11,~~within ~~2025~~the ~~except~~interim ~~for~~condensed ~~the~~consolidated ~~accounting~~statements ~~policies~~of ~~listed~~changes ~~below~~in shareholders’ deficit.

~~The~~Cash ~~accompanying~~flows ~~financial~~are ~~statements~~translated ~~have~~at ~~been prepared~~average inexchange ~~accordance~~rates ~~with~~for ~~accounting~~the ~~principles~~reporting ~~generally~~period. ~~accepted~~As a result, the amounts presented in the ~~United States~~interim condensed consolidated statements of ~~America~~cash ~~(“U~~flows may not directly reconcile with the corresponding changes in balances reported on the balance sheets.~~S. GAAP”).~~

~~Basis~~ During the three months ended March 31, 2026, net foreign currency transaction gains recognized in the interim condensed consolidated statements of ~~Presentation~~operations and comprehensive income, primarily from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency, totaled approximately $2,169 and are included in other income, net.

InWarrants the opinion of the Company, the accompanying consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and ~~its~~Derivative results of operations, changes in quotaholders’ deficit and cash flows. The consolidated financial statements include the financial statements of Terra Innovatum Global, Srl., Terra Innovatum, Srl. and GSR III Cayman Merger Sub. All intercompany balances and transactions have been eliminated. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The balance sheet as of December 31, 2024, was derived from the Terra Innovatum, Srl. audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited consolidated financial statements and related financial information should be read in conjunction with the Terra Innovatum, Srl. audited financial statements and the related notes thereto for the fiscal year ended December 31, 2024, and the Terra Innovatum Global, Srl. audited financial statements and the related notes thereto as of April 29, 2025 and for the period from April 29, 2025 (inception) and ended April 29, 2025, which provide a more complete discussion of the Company’s accounting policies and certain other information. The interim results for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.Instruments

~~Beginning~~The ~~with~~Company ~~this~~evaluates ~~quarterly~~warrants ~~report~~and onother ~~Form 10~~equity-~~Q for~~linked ~~the~~financial ~~three and nine months ended September 30~~instruments, ~~2025,~~including ~~the~~contingently ~~Company~~issuable ~~has elected to present all dollar amounts rounded to the nearest thousand dollars~~warrants, ~~unless~~under ~~otherwise~~ASC ~~indicated. In prior periods~~815-40, ~~including~~Derivatives ~~those~~and ~~presented~~Hedging—Contracts in ~~the~~an ~~Form~~Entity’s ~~S-4~~Own ~~Amendment~~Equity, ~~No.~~and 5ASC ~~filed on September 11~~480-10, ~~2025,~~ ~~financial~~Distinguishing ~~information~~Liabilities ~~was~~from ~~presented~~Equity, ~~in whole dollars. This change has been made~~ to ~~enhance~~determine ~~the~~appropriate ~~readability~~classification and ~~consistency~~subsequent ~~of financial disclosures~~measurement. ~~As a result, certain prior period amounts may not be directly comparable due to rounding differences.~~

~~Use~~ Instruments ofthat ~~Estimates~~meet the conditions for equity classification under ASC 815-40 (including being indexed to the Company’s own stock and requiring physical or net share settlement with no provisions that could require cash settlement outside the Company’s control) are classified in equity at issuance and are not subsequently remeasured.

~~The~~Instruments ~~preparation~~that ofdo ~~financial~~not ~~statements~~meet inthe ~~conformity with~~equity-classification ~~U.S. GAAP~~conditions ~~requires~~under ~~management~~ASC to815-40 ~~make~~or ~~certain estimates, judgments and assumptions. The Company believes~~ that ~~the~~otherwise ~~estimates, judgments~~meet ~~and~~liability-classification ~~assumptions~~criteria ~~made~~under ~~when~~ASC ~~accounting~~480-10 ~~for~~are ~~items~~classified ~~and matters such~~ as, ~~but~~liabilities. ~~not~~Such ~~limited~~instruments ~~to, useful lives and recoverability of long-lived assets including equipment, equity-based compensation and contingencies,~~ are ~~reasonable,~~initially ~~based~~measured ~~on information available~~ at ~~the~~fair ~~time~~value ~~they are made. These estimates, judgments~~ and ~~assumptions~~subsequently ~~can~~remeasured ~~affect~~at ~~the~~each ~~reported~~reporting ~~amounts of assets and liabilities as of the~~ date ~~of the financial statements~~, aswith ~~well~~changes asin ~~amounts~~fair ~~reported~~value onrecognized ~~the~~in ~~statements of operations during the periods presented~~earnings. ~~Actual results could differ from those estimates.~~

~~Fixed~~In ~~Assets~~accordance with ASC 815-40, equity-linked instruments that are contingently issuable, exercisable, or settleable are considered issued for accounting purposes when an enforceable contract or arrangement exists, regardless of whether the contingencies have been resolved. Accordingly, contingently issuable warrants entered into prior to the consummation of a business combination (including warrants issuable upon the completion of a de-SPAC transaction) are recognized prior to the de-SPAC, provided that the counterparty has delivered consideration or performed under the arrangement.

~~The~~Contingently ~~Company’s~~issuable ~~fixed~~warrants ~~assets~~ are ~~comprised of~~evaluated ~~computer equipment. Computer equipment is stated~~ at ~~cost,~~inception ~~net~~to ofdetermine ~~accumulated~~whether ~~depreciation.~~they ~~The~~qualify ~~Company~~for ~~capitalizes~~equity ~~purchases~~classification ofor ~~computer equipment~~represent ~~that~~liability-classified ~~exceed its capitalization threshold and have a useful life of greater than one year. Depreciation is computed using the straight~~equity-~~line~~linked ~~method~~instruments ~~over~~prior ~~the~~to ~~estimated~~resolution ~~useful life~~ of the ~~asset~~contingency. ~~For~~Liability-classified ~~computer~~contingent ~~equipment,~~warrants ~~the~~are ~~Company~~initially ~~has~~measured ~~determined~~at afair ~~useful~~value ~~life~~on ~~of 6 years. Depreciation expense is recognized beginning in~~ the ~~month~~issuance ~~the~~date ~~asset~~and issubsequently ~~placed~~remeasured ~~into~~at ~~service.~~fair ~~Maintenance~~value ~~and~~at ~~repairs~~each ~~are~~reporting ~~expensed as incurred~~date, ~~while~~with ~~improvements~~changes ~~that~~in ~~extend~~fair ~~the~~value ~~useful~~recognized ~~life~~in ~~or enhance the functionality of the equipment are capitalized. Upon retirement or disposal of assets~~earnings, ~~the~~until ~~cost and related accumulated depreciation are removed from~~ the ~~accounts,~~contingency ~~and~~is ~~any~~resolved ~~resulting gain~~ or ~~loss~~equity ~~is recognized~~classification inbecomes ~~the period of disposal~~appropriate.

7Upon resolution of a contingency for instruments that qualify for equity classification, any previously liability-classified warrants are reclassified to equity at their fair value on the resolution date and are not remeasured thereafter.

~~Emerging~~The ~~Growth~~Company also evaluates whether warrants or other equity-linked instruments contain foreign-currency-denominated exercise prices or other cross-currency features. Instruments that are not indexed to the Company’s ~~Status~~functional currency, as determined under ASC 815-40, are classified as liabilities and measured at fair value, with changes recognized in earnings.

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.7

~~Recent~~Share-settled ~~Accounting~~Contingent ~~Pronouncements~~Liabilities

~~Management~~The ~~does~~Company ~~not~~enters ~~believe~~into arrangements that ~~any~~require ~~recently~~settlement ~~issued~~through the issuance of its ordinary shares upon the occurrence of specified contingent events. The Company evaluates such arrangements to determine the appropriate classification as either a liability or equity in accordance with ASC 480-10, ~~but~~ ~~not~~Distinguishing ~~yet~~Liabilities ~~effective~~from Equity, ~~accounting~~and ~~standards~~ASC if815-40, ~~currently~~Contracts ~~adopted~~in ~~would~~Entity’s ~~have~~Own Equity. An obligation is classified as a ~~material~~liability ~~effect~~when onthe arrangement requires settlement for a fixed or determinable monetary amount through the ~~accompanying~~issuance ~~financial~~of ~~statements~~a variable number of shares or otherwise does not meet the criteria for equity classification.

~~Note 4~~Share-settled contingent liabilities are initially recorded at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value, including the effect of foreign exchange translation, recognized in “change in fair value – share settled contingent liability” in the interim condensed consolidated statements of operations and comprehensive income. ~~Related~~The ~~Party~~liability ~~Transactions~~is derecognized upon settlement or extinguishment of the underlying obligation.

~~During~~The ~~the~~determination ~~three~~of ~~months~~fair ~~ended~~value ~~September~~requires ~~30,~~management ~~2025~~ judgment and ~~2024~~the use of significant estimates, ~~the~~including ~~Company~~assumptions ~~earned~~regarding ~~other~~the ~~income~~expected term of $0the ~~and~~contingent ~~$34,~~obligation ~~respectively~~(i.e., ~~During~~the estimated period until the ~~nine months~~contingency ~~ended~~is ~~September~~resolved ~~30,~~or ~~2025~~the ~~and~~award ~~2024~~settles), the Company’s ~~earned~~stock-price ~~other~~volatility ~~income~~over that expected term, the probability of $0achieving ~~and~~any ~~$96~~relevant ~~respectively, for~~performance ~~engineering~~or ~~consulting~~market ~~services~~conditions, ~~provided~~and toappropriate ~~related~~discount ~~parties~~rates. ~~The consulting~~Expected ~~services~~term ~~are~~is ~~unrelated~~based toon the ~~core~~contractual ~~business~~term of the ~~Company~~arrangement, ~~and~~adjusted ~~are~~as ~~included~~necessary infor ~~the~~management’s ~~statement~~expectations ofabout ~~operations~~the ~~under~~timing ~~other~~of ~~income — related party~~settlement events.

~~During~~Convertible ~~the~~Preferred year ended December 31, 2024, the Company entered into an interest-free loan agreement (the “2024 Loan Agreement”) with its quotaholders for approximately $216 which was provided in full by March 31, 2025. The loan is scheduled to mature on December 31, 2040, with automatic annual extensions permitted until December 31, 2045, unless repayment is requested by the quotaholders.Shares

OnPreferred ~~March 21,~~shares ~~2025,~~that ~~the Company~~contain ~~entered~~settlement ~~into~~features anot ~~second~~solely ~~interest-free~~indexed ~~loan~~to ~~agreement (~~the ~~“2025~~Company’s ~~Loan~~own ~~Agreement”)~~stock, ~~with~~or ~~its~~that ~~quotaholders.~~may ~~The~~require ~~total~~issuing ~~loan amount~~a variable number of ~~$221~~ordinary isshares, toare beclassified ~~provided~~as inliabilities ~~cash~~and ~~installments~~remeasured byat ~~April 10,~~fair ~~2025,~~value ~~and~~each ~~matures~~period. onPreferred ~~December 31,~~shares ~~2040.~~that ~~The~~require ~~maturity~~or ~~is subject~~permit tosettlement ~~annual~~solely ~~extensions~~in ~~until~~equity ~~December 31,~~instruments ~~2024,~~and ~~unless~~meet ~~repayment~~equity isclassification ~~requested~~criteria byare ~~the~~recorded ~~quotaholders~~in permanent equity.

AsRelated ofParty ~~September 30, 2025 and December 31, 2024, quotaholders advanced a total of $325 and $107, respectively, related to the 2024 and 2025 Loan Agreements.~~Transactions

8Transactions with related parties are measured at the exchange amount, which is the amount established and agreed to by the related parties. The Company discloses material related-party transactions, including loans, engineering agreements, leases, and service arrangements. Related-party transactions are reviewed by management for reasonableness; however, such transactions may not be conducted at terms equivalent to those that prevail in arm’s-length transactions.

~~Lease~~Income ~~Agreement~~Taxes

OnThe ~~April 1, 2025, the~~ Company ~~entered~~is ~~into a~~domiciled ~~lease~~in ~~agreement~~the ~~with Nine Nuclear and Industrial Engineering S~~Netherlands.~~R.L.~~ ~~(“Nine”)~~However, ait ~~related~~is ~~party,~~subject to ~~sublease~~taxation ~~three~~under ~~office rooms~~Italian ~~from~~tax ~~a property unit located in Lucca, Sorbano del Giudice, Via della Chiesa XXXII n~~laws. ~~759.~~ The ~~three~~Company ~~office rooms will be used exclusively for professional office purposes and related activities. The term of the lease agreement~~ is ~~24 months~~not ~~starting~~currently ~~from~~subject ~~April 1, 2025~~to ~~and ending on March 31, 2027~~U. ~~Each party may withdraw from the lease agreement at any time before the expiration date of the contract~~S. federal ~~The~~or ~~rent~~state isincome ~~$12~~taxes (€11 Euros) per annum, $1 (€1 Euros) and an immaterial monthly fee as a flat-rate reimbursement for utilities and cleaning costs (the “Lease Fee”), with the total monthly amount to be paid no later than the 10th of each month. The Lease Fee will be updated annually by 75% of the variation in the official consumer price indices for worker and employee families as determined by the Italian Statistics Day (“ISTAT”) in the previous year and subsequently year by year, with the first update taking effect on ~~April 1,~~its ~~2026~~operations. ~~During the three and nine months ended September 30, 2025, the Company paid $3 and $7 in rent, respectively.~~

~~Engineering~~The ~~Services~~Company ~~Agreement~~accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management believes that it is more likely than not that all deferred tax assets will not be realized.

On July 11, 2025, the Company entered into an engineering services agreement with Nine, a related party, to support the design of the SOLO project. Per the terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $215 (€184 Euros) plus value added tax (“VAT”). The Company paid an initial one-time payment of $131 in September 2025.8

~~FPoliSolutions~~The ~~LLC~~Company ~~Agreement~~recognizes liabilities for potential tax payments to various tax authorities related to uncertain tax positions. The liabilities are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filing is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions, if any, are recorded as components of income tax expense.

OnThe ~~July~~Company ~~23,~~assesses ~~2025,~~its ~~the~~income ~~Company~~tax ~~entered~~positions ~~into~~and anrecords ~~engineering services~~tax ~~agreement~~benefits ~~with~~for ~~FPoliSolutions~~all years ~~LLC~~subject ~~(“FPoli~~to ~~Solutions”),~~examination abased ~~related~~upon ~~party.~~management’s Asevaluation ~~per~~of the ~~terms~~facts, circumstances and information available as of the ~~agreement,~~reporting ~~FPoliSolutions~~ date. For those tax positions where it is more likely than not that a tax benefit will ~~provide~~be ~~support~~sustained, ~~for~~the Company records the ~~development~~largest amount of ~~the~~tax ~~SOLO~~benefit ~~Micro~~with ~~Modular~~a ~~Reactor~~greater ~~including~~than ~~technical~~50 ~~assistance~~percent inlikelihood ~~safety~~of ~~analysis,~~being ~~hazard~~realized ~~modeling, radiological~~upon ~~consequence~~ultimate ~~evaluation,~~settlement ~~risk-informed~~with ~~safety~~a ~~assessments~~taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, ~~and~~the ~~techno-economic~~Company ~~analysis~~does ~~for~~not ~~$90~~recognize ~~with~~a ~~work~~tax ~~completed~~benefit ~~during September~~in ~~2025~~the financial statements.

~~Note 5.~~Recent ~~Commitment~~Accounting ~~and Contingencies~~Pronouncements

~~Moonshot~~In ~~Agreement~~November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Subsequently, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of this guidance. ASU 2024-03 requires enhanced disclosure regarding specific expense categories, such as inventory costs, employee compensation, and depreciation, within the notes to the financial statements. The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance allows for either prospective or retrospective application. The Company does not expect the adoption of this pronouncement to have a material impact to its interim condensed consolidated financial statements.

OnIn ~~December~~September 182025, ~~2024~~the FASB issued ASU No. 2025-07, ~~the~~Derivatives ~~Company~~and ~~entered~~Hedging ~~into an~~(Topic ~~engagement~~815) ~~letter~~and Revenue from Contracts with ~~Park~~Customers ~~Avenue~~(Topic ~~Capital~~606): ~~Group~~Derivative ~~Corp.~~Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (~~“PAC”~~ASU 2025-07), which ~~was~~refines ~~immediately~~the ~~superseded~~scope of Topic 815 by clarifying which contracts are subject to ~~enter~~derivative accounting and expands the scope exception for certain contracts not traded on an ~~agreement~~exchange to ~~appoint~~ ~~Moonshot~~include ~~Warehouse~~contracts ~~LTD~~for ~~(“Moonshot”)~~which ~~who~~settlement is anbased ~~affiliate~~on operations or activities specific to one of ~~PAC~~the parties to ~~provide~~the ~~financial~~contract. ~~advisory~~The ~~services~~guidance inalso ~~connection with~~provides aclarification ~~potential~~under ~~business~~Topic ~~combination~~606 ~~with~~for share-based payments from a ~~special~~customer ~~purpose~~in ~~acquisition~~a ~~company~~revenue ~~(“SPAC”)~~contract. ~~Under~~The ~~the~~guidance ~~agreement,~~is ~~Moonshot~~effective ~~is engaged~~for toannual ~~assist~~periods ~~with~~beginning ~~negotiation,~~after ~~structuring~~December 15, 2026 and ~~execution~~interim ofperiods ~~the~~within ~~business~~those ~~combination,~~annual ~~preparation~~reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of ~~marketing~~the ~~materials,~~adoption ~~and~~of ~~securing potential~~this ~~backstop~~pronouncement, ~~financing~~if any.

Pursuant to the agreement, the Company has committed to a retainer fee of $50, payable upon execution of the engagement letter, and a LOI signature fee of $25, payable upon signing a mutually exclusive letter of intent with a SPAC.Note ~~Upon the public announcement of the business combination, the Company will be required to pay an announcement milestone fee of $225~~3. ~~Additionally,~~Related ~~upon~~Party the closing of the business combination, Moonshot will be entitled to (i) a cash success fee of $2,500, (ii) 623,000 shares of the SPAC/combined entity’s ordinary shares, of which 223,000 shares shall be issued at the time of the closing of the business combination and the remaining 400,000 shares shall be issued in four tranches, subject to vesting conditions tied to certain milestones, and (iii) one million warrants with a strike price of $7.00 per share, exercisable within 60 months from the business combination closing date.Transactions

~~The~~Lease agreement includes an expense reimbursement provision, under which the Company is responsible for reasonable, pre-approved out-of-pocket expenses incurred by Moonshot, capped at $50 unless otherwise agreed.Agreement

~~Additionally~~ On April 1, 2025, the Company ~~has~~entered ~~agreed~~into a lease agreement with Nine Nuclear and Industrial Engineering S.R.L. (“Nine”), a related party, to ~~indemnify Moonshot~~sublease three office rooms from a property unit located in Lucca, Sorbano del Giudice, Via della Chiesa XXXII n. 759. The three office rooms will be used exclusively for ~~certain~~professional ~~liabilities~~office ~~arising~~purposes and related activities. The term of the lease agreement is 24 months starting from ~~its~~April 1, ~~engagement~~2025 and ending on March 31, 2027. Each party may withdraw from the lease agreement at any time before the expiration date of the contract without any penalty. The rent is $12 (€11) per annum, $1 (€1) monthly and an immaterial monthly fee as a flat-rate reimbursement for utilities and cleaning costs (the “Lease Fee”), with the total monthly amount to be paid no later than the 10th of each month. The Lease Fee will be updated annually by 75% of the variation in the official consumer price indices for worker and employee families as determined by the Italian Statistics Day (“ISTAT”) in the previous year and subsequently year by year, with the first update taking effect on April 1, 2026. During the three months ended March 31, 2026, the Company paid $3 in rent.

~~For~~Engineering ~~the~~Services three and nine months ended September 30, 2025, the Company has incurred $17 and $284, respectively, in advisory fees, related to the Retainer Fee, LOI Signature Fee and announcement milestone payment. Future obligations under this agreement remain contingent upon the execution and closing of the business combination.Agreements

~~Loeb~~ On July &11, ~~Loeb~~2025, ~~LLP~~the ~~Agreement~~Company entered into an engineering services agreement with Nine, a related party, to support the design of the SOLO project. Per the terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $215 (€184) plus value added tax (“VAT”). The costs associated with these services were expensed during the three months ended March 31, 2026. Any unpaid amounts as of quarter-end are included in accrued expenses and other current liabilities.

~~On January~~Note 10, 2025, the Company entered into an engagement letter with Loeb & Loeb LLP (“Loeb”) who has agreed to represent the Company in connection with a SPAC merger, providing legal services including due diligence, drafting and reviewing key documents, and assisting with SEC filings and exchange listings4. ~~The~~Prepaid ~~engagement~~Expenses ~~is capped at $1,250 in fees, with $250 payable in staged retainer payments. For the three~~ and ~~nine~~Other ~~months~~Current ~~ended September 30, 2025, the Company incurred $594 and $1,509 in fees, respectively.~~Assets

~~Alliance~~Prepaid ~~Advisors,~~expenses ~~LLC~~and ~~Agreement~~other current assets consisted of the following:

On May 9, 2025, the Company entered into an engagement letter with Alliance Advisors, LLC (“Alliance”) which outlines the terms under which Alliance will provide investor relations and advisory services to the Company starting May 1, 2025. Alliance will implement a financial communications program and receive a monthly fee of approximately $17 consisting of $10 in cash and $7 deferred until the Merger closes. A $75 success fee is also due upon a successful Nasdaq listing. The agreement includes provisions for additional services, expense reimbursements, and a 3% service fee for access to market intelligence tools. The engagement letter expires on April 30, 2026, however, has automatic annual renewals unless terminated with notice. If the Company does not complete the closing of the Merger by October 31, 2025, the Company will pay the deferred monthly fee in the aggregate amount of $39 by November 30th, 2025. For the three and nine months ended September 30, 2025, the Company has incurred $56 and $72 in fees, respectively.

	March 31,		December 31,
	2026		2025
Value added tax	$	1,928	$	407
Technical consultancy		1,150		177
Bank interest accrued		421		375
Membership fees		376		39
Insurance		350		997
Tax receivables		289		757
Advisory fees		164		243
Advertising		10		27
Other		93		126
Total prepaid expenses and other current assets	$	4,781	$	3,148

~~Paragon~~Note 5. ~~Energy~~Equipment, ~~Solutions Agreement~~net

~~On June 17~~Equipment, ~~2025,~~net ~~the~~consisted ~~Company entered~~of into an engineering services agreement with Paragon Energy Solutions (“Paragon”). The agreement outlines a time-and-materials agreement for engineering study and support related to SOLO. Paragon will provide services including defining and documenting reactor protection systems, engineered safety features actuation systems and nuclear instrumentation system requirements, developing specifications, and collaborating with ABB Ltd. on non-safety distributed control systems. The contract allows the ~~Company to suspend work if cost expectations for FOAK and commercial units are misaligned. For the three and nine months ended September 30, 2025, the Company has incurred $51 in fees.~~following:

Senior Advisor Agreement

	March 31,			December 31,
	2026			2025
Fixed assets not in service	$	317		$	113
Computer hardware		117			-
		434			113
Less: accumulated depreciation		(17	)		(11	)
Equipment, net	$	417		$	102

On ~~August~~Depreciation ~~21,~~expense ~~2025,~~for ~~the~~equipment ~~Company entered~~was ~~into~~$6 ~~a senior advisor agreement with Alex Spiro who will engage as an independent contractor to serve as a strategic advisor~~ and ~~promoter~~ ~~for~~$0 ~~the~~during ~~Company, particularly in connection with~~ the ~~Merger.~~three ~~The term of the agreement is 36~~ months ~~and~~ended ~~outlines~~March ~~Spiro’s responsibilities~~31, ~~including~~2026 ~~strategic advisory, business development, investor introductions,~~ and ~~support for commercial agreements related to SOLO. Compensation includes a one-time grant of 180~~2025,~~000~~ ~~restricted shares in the post-combination public entity (vesting over 36 months) and 1% commission on qualifying new business he originates~~respectively.

Note 6. ~~Prepaid~~Accrued Expenses and Other Current ~~Assets~~Liabilities

~~Prepaid~~Accrued expenses and other current ~~assets~~liabilities consisted of the following:

	September 30, 2025		December 31, 2024
	March 31,		December 31,
Value added tax	$	259	$	-
	2026		2025
Prepaid expenses		122		63
Legal, accounting and other professional services	$	2,254	$	947
Tax receivables		-		2
Value added tax payable		739		315
Other		4		-
Technical consultancy		347		238
Total prepaid expenses and other current assets	$	385	$	65
Directors compensation		320		113
Wages payable		202		329
Other		156		67
Total accrued expenses and other current liabilities	$	4,018	$	2,009

~~Note 7. Accrued Expenses and Other Current Liabilities~~10

~~Accrued~~Note 7. ~~expenses~~Fair ~~and~~Value ~~other current liabilities consisted of the following:~~Measurements

	September 30, 2025		December 31, 2024
Deferred payable	$	175	$	-
Wages payable		37		10
Value added tax payable		5		-
Corporate and regional taxes payable		-		11
Other		4		-
Total accrued expenses and other current liabilities	$	221	$	21

Financial Instruments Not Recorded at Fair Value

10Due to their short-term nature, the carrying value of the Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts receivable, accounts payable and other non-current liabilities approximate fair value.

~~Note 8.~~Financial ~~Bridge~~Instruments ~~Loans~~Recorded ~~and~~at ~~Warrants~~Fair Value on a Recurring Basis

~~Bridge~~Share-settled ~~Loans~~Contingent Liability

InAt ~~May,~~the ~~June,~~consummation ~~August~~of ~~and September 2025,~~ the ~~Company~~Business ~~entered~~Combination ~~into~~on aOctober ~~series~~9, of2025 ~~unsecured debt note subscription agreements~~ (~~the~~ “~~Bridge Loans~~Closing”) ~~with multiple lenders~~, ~~generating~~the ~~aggregate~~Company ~~gross~~entered ~~proceeds~~into ofshare-settled ~~$5,687.~~arrangements Ininvolving ~~accordance~~(i) ~~with~~contingently ~~the~~Convertible ~~terms~~Preferred ofShares ~~the~~issued ~~agreements,~~to ~~the~~former ~~Bridge~~Terra ~~Loans bear~~Innovatum ~~interest~~Global atSrl. aquotaholders ~~fixed~~and ~~annual~~(ii) ~~rate~~contingently ofvesting ~~15%,~~GSR ~~payable~~III inSponsor ~~kind~~LLC (“~~PIK~~Sponsor”) ~~calculated~~ordinary onshares ~~the~~subject ~~outstanding~~to ~~principal~~market-based ~~balance.~~and ~~The Bridge~~regulatory ~~Loans~~milestones. ~~mature~~These ~~one~~arrangements ~~year~~may ~~from~~result ~~their~~in ~~respective~~the issuance ~~dates~~or ~~and~~vesting ~~are~~of ~~subject~~a tovariable ~~mandatory~~number ~~early~~of ~~redemption~~ordinary ~~upon~~shares ~~the~~and ~~consummation of~~are anot ~~qualifying~~solely ~~business~~indexed ~~combination,~~to ~~such~~the asCompany’s ~~the~~stock ~~Merger~~price. InAs ~~such~~a ~~an event~~result, ~~all~~they ~~accrued~~were initially classified and ~~unaccrued~~measured ~~interest~~as ~~becomes~~liabilities ~~immediately~~at ~~due and~~fair ~~payable~~value, onwith the ~~30th day~~related ~~following~~amounts ~~the~~recorded ~~completion~~within ofshare-settled contingent liability in the ~~qualifying~~consolidated ~~transaction~~balance sheet.

~~During~~On ~~May,~~October ~~June~~16, ~~August~~ ~~and September~~ 2025, ~~the~~certain ~~company~~milestones ~~entered~~were ~~into multiple letter agreements to convert the Bridge Loans into ordinary shares of Terra Innovatum Global~~achieved, ~~Srl.~~resulting ifin the ~~Merger~~settlement ~~is completed (the “Bridge Loan Conversion”). If the Bridge Loan Conversion happens at the time~~ of ~~the Merger, the shares will be priced at $7.00 each. If the Merger does not occur by April 30, 2026, the Bridge Loan Conversion price will instead be based on~~ a ~~valuation~~portion of ~~$100,000~~these ~~divided by the fully diluted equity of Terra Innovatum Global, Srl~~arrangements. If ~~the~~Immediately ~~Merger~~prior isto ~~successful~~settlement, the ~~shares~~corresponding ~~will~~share-settled becontingent ~~issued~~liability bywas ~~the~~remeasured ~~Company;~~to iffair ~~not, they will be issued by Terra Innovatum, Srl~~value. orUpon ~~its parent company. If the Merger is completed~~settlement, ~~Terra Innovatum, Srl. is released from its obligations, and~~ the ~~Company~~related ~~assumes~~liability ~~them.~~was ~~The~~reclassified ~~lender is also entitled~~ to ~~a liquidation preference for shares received upon conversion, receiving either 150% of the conversion price or a pro rata share of the liquidation proceeds, whichever is greater~~equity.

InAs ~~August 2025, we amended our Bridge Loan agreements. The liquidation preference in each agreement was modified to apply only upon termination~~ of ~~the~~March ~~Merger and entitles lenders to the greater of 150% of the conversion price~~31, ~~as defined~~2026, orunearned amilestone ~~pro~~tranches ~~rata~~remain ~~share~~classified ~~of the equity issuer’s assets based on their ownership percentage. Upon consummation of the Merger, the liquidation preference will terminate. The amendment defines the coverage amount~~ as ~~100%~~share-settled ofcontingent ~~the~~liabilities total number of shares issued upon conversion. Following the Merger, lenders will receive two sets of warrants to subscribe to a number of ordinary shares of the Company equal to the coverage amount, priced at $11.50 and ~~$15.00 per share respectively. These warrants~~ are ~~exercisable~~remeasured ~~within~~at ~~36 months~~fair ~~and~~value doat ~~not~~each ~~include~~reporting ~~anti-dilution rights. Additionally~~date, ~~lenders~~with ~~are~~changes ~~obligated~~recognized ~~to use their best efforts to actively support PIPE fundraising efforts and will earn a 3% commission on the funds raised through their efforts, payable~~ in ~~cash~~earnings oruntil ~~ordinary shares of Terra Innovatum Global N.V.(see “Note 13 – Subsequent Events) at~~ the applicable ~~conversion price~~milestones ifare ~~the~~achieved ~~Merger~~or ~~is consummated~~expire.

~~Following~~The ~~the~~following ~~closing~~tables ofprovide ~~the Merger,~~a ~~the~~summary ~~lenders~~of ~~will~~changes bein ~~issued~~the ~~Company~~estimated ~~warrants~~fair ~~(also~~value ~~see Note 10 — Quotaholders’ Deficit). The issuance~~ of ~~certain of~~the ~~these~~Share-Settled ~~warrants~~Contingent ~~was~~Liability ~~contingent~~using ~~upon~~significant ~~meeting funding thresholds specified within those Bridge Loan agreements on June~~Level 6,3 ~~2025.~~inputs:

The Company incurred a total debt discount of $2,870 for the Bridge Loans as a result of the allocation of proceeds to the warrants that will be issued following consummation of the Merger, and we incurred total debt issuance costs of $14 which are being amortized over the term of the loans using the effective interest method. The effective interest rates on the Bridge Loans range from 22.72% to 153.73%. The weighted average interest rate as of September 30, 2025 is 98.80%.

Balance - January 1, 2026	$	186,323
Loss recognized in earnings due to change of fair value, net of foreign currency remeasurement impact		3,335
Foreign currency translation		(3,798	)
Balance - March 31, 2026	$	185,860

AsThe ofCompany ~~September 30,~~estimated ~~2025,~~ the ~~aggregate~~fair ~~principal~~value ~~amount outstanding~~ of the ~~Bridge~~Share-Settled ~~Loans,~~Contingent ~~including~~Liability ~~interest~~using ~~paid~~the inMonte ~~kind,~~Carlo ~~was~~option ~~$5,938.~~pricing ~~The~~model ~~Bridge~~with ~~Loans~~the ~~are~~following ~~presented net of unamortized debt discount of $2,370 and issuance costs of $11, resulting in a net carrying value of $3,557.~~inputs:

Note 9. Fair Value Measurements

Weighted average expected term (years)	6.5
Weighted average expected volatility	125.0	%
Risk-free interest rate	3.61 - 4.74	%
Dividend yield	0	%

The ~~authoritative~~fair ~~guidance on~~value measurement of the Share-settled Contingent Liability is classified within Level 3 of the fair value ~~measurements~~hierarchy ~~establishes~~due ato ~~three~~the use of significant unobservable inputs. The valuation is sensitive to changes in expected volatility and the probability-~~tier~~weighted outcomes associated with achieving the applicable market-based and regulatory milestones, such that increases in these assumptions would generally result in a higher fair value ~~hierarchy~~measurement ~~for~~and ~~disclosure~~decreases would result in a lower fair value measurement. Certain unobservable inputs are interrelated, and changes in one assumption may magnify or mitigate the effects of changes in other assumptions. Changes in these unobservable inputs are subject to estimation uncertainty, and reasonably different assumptions could have resulted in a materially different fair value ~~measurements~~measurement asat ~~follows:~~the reporting date.

~~Level~~Liability 1Classified ~~— Quoted prices for identical assets or liabilities in active markets.~~Warrants

~~Level~~The 2warrants —issued ~~Inputs~~to ~~other~~the ~~than~~PIPE ~~quoted~~Investor ~~prices~~and ~~within~~Bridge ~~Level~~Loan 1lenders ~~that~~in connection with the Merger are ~~observable~~accounted ~~either~~for ~~directly~~as orliabilities ~~indirectly,~~in ~~including~~accordance ~~quoted~~with ~~prices~~ASC 815-40 and are presented within warrant liabilities in ~~markets~~the ~~that~~consolidated balance sheets. Warrant liabilities are ~~not~~measured ~~active~~at fair value at inception and on a recurring basis, ~~quoted~~with ~~prices~~changes in ~~active~~fair ~~markets~~value ~~for~~presented ~~similar~~within ~~assets~~change orin ~~liabilities,~~fair ~~and~~value ~~observable~~of ~~inputs~~warrant ~~other~~liabilities ~~than~~in ~~quoted~~the ~~prices~~interim ~~such~~condensed asconsolidated ~~interest~~statements ~~rates~~of oroperations ~~yield~~and ~~curves~~comprehensive income (loss).

~~Level 3 — Unobservable inputs reflecting management’s view about the assumptions that market participants would use in pricing the asset or liability.~~11

11The fair value of the liability-classified warrants is estimated using a Monte Carlo simulation model, which considers the probability-weighted outcomes of future share price paths. Significant inputs used in the valuation include the Company’s share price at the valuation date, expected share price volatility, risk-free interest rate, expected term of the warrants, and expected dividend yield.

~~Assets~~Because ~~and~~the ~~liabilities~~valuation ~~measured at~~relies ~~fair value are classified in their entirety based~~ on ~~the lowest level of input that is~~ significant tounobservable inputs, the ~~fair~~liability-classified ~~value~~warrants ~~measurement.~~are ~~The Company’s~~classified ~~assessment~~within ofLevel ~~the~~3 ~~significance~~ of ~~a particular input to~~ the fair value ~~measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability~~hierarchy.

~~Financial~~The ~~Instruments~~valuation ~~Not~~of ~~Recorded~~the liability-classified warrants is sensitive to changes in key unobservable inputs, particularly expected share price volatility and the probability-weighted outcomes of future share price paths. Increases in expected volatility would generally result in a higher fair value measurement, while decreases would result in a lower fair value. Additionally, changes in assumptions regarding the Company’s expected share price performance could materially affect the estimated fair value. Although management believes the assumptions used are reasonable and consistent with available market information, different assumptions could have resulted in a materially different fair value measurement at ~~Fair~~the ~~Value~~reporting date.

The ~~Company’s~~following ~~financial instruments~~table ~~include~~summarizes ~~cash~~the ~~and~~significant ~~cash~~assumptions ~~equivalents,~~used ~~accounts~~in ~~payable,~~the ~~prepaids,~~valuation ~~accrued~~of ~~expenses, due to related parties,~~ the ~~Bridge~~liability-classified ~~Loans, and~~warrants aas ~~note payable — related party. The recorded carrying amounts~~ of ~~these~~March ~~accounts~~31, ~~approximate their fair value due to their short-term nature.~~2026:

Financial Instruments Recorded at Fair Value

	PIPE Warrant			Bridge Loan Warrant
Weighted average expected term (years)		4.53			2.53
Weighted average expected volatility		125.0	%		125.0	%
Risk-free interest rate		3.8	%		3.7	%
Dividend yield		0	%		0	%

AsDuring ~~discussed in Note 8 — Bridge Loans and Warrants, certain warrants that will, under~~ the ~~terms~~periods ~~of the Bridge Loan agreements~~presented, bethere ~~issued~~were ~~following the~~no ~~Merger~~transfers ~~(the~~between ~~“Bridge~~levels ~~Package Contingent Warrants”) contained provisions whereby the number~~ of ~~shares issuable was contingent upon~~ the ~~achievement~~fair ofvalue ~~specified funding thresholds by June 6, 2025~~hierarchy. Due to this potential variability in the number of shares subject to the warrants, the Company initially classified the Bridge Package Contingent Warrants as liabilities in accordance with the guidance in ASC ~~815-40. The Bridge Package Contingent Warrants are classified as Level 3.~~

~~On June~~Note ~~6, 2025, the funding threshold was not met, thereby resolving the contingency that affected the number of shares subject to the warrants~~8. ~~As a result, the Company performed a final fair value measurement of the Bridge Package Contingent~~ Warrants, which resulted in recognition of a gain of $1,260, which is presented as change in fair value — warrant liability in the consolidated statement of operations and comprehensive loss. Immediately thereafter, the Bridge Package Contingent Warrants were reclassified to permanent equity in accordance with ASC 815-40-35. At September, 2025 and December 31, 2024, the Bridge Package Contingent Warrant liability was zero.

~~The~~Equity-Classified ~~following tables provide a summary of changes in the estimated fair value of the financial instruments using significant Level 3 inputs:~~Warrants

Balance - January 1, 2025	$	-
Issuance of Bridge Package Contingent Warrants		1,485
Change in fair value of Bridge Package Contingent Warrants		(1,260	)
Reclassification to permanent equity on June 6, 2025		(193	)
Impact as a result of foreign exchange rates		(32	)
Balance - September 30, 2025	$	-

In connection with the Business Combination, the Company issued warrants to certain investors to purchase up to 1,000,000 ordinary shares at an exercise price of $7.00 per share. The warrants are exercisable for a term of five years and are classified as equity. These warrants were issued in exchange for advisory services and accounted for as share-based compensation under ASC 718.

~~The Company estimated the fair value of Bridge Package Contingent Warrants using the Black~~Liability-~~Scholes~~Classified ~~option pricing model with the following inputs:~~Warrants

Warrants:
Expected term (in years)	3
Expected volatility	106% - 108%
Risk-free interest rate	3.89% - 4.01%
Expected dividend yield	0	%

The Company has outstanding warrants issued in connection with the PIPE financing and prior bridge arrangements. These warrants are exercisable at prices ranging from $11.50 to $16.00 per share and have terms of up to five years.

~~During~~The ~~the~~warrants ~~periods~~are ~~presented,~~classified ~~the~~as ~~Company~~liabilities ~~has~~as they are not ~~changed~~considered indexed to the ~~manner~~ Company’s functional currency in ~~which~~accordance itwith ~~values~~ASC ~~the~~815-40. ~~liabilities~~As ~~that~~a result, the warrants are ~~measured~~recorded at ~~estimated~~fair value upon issuance and remeasured at fair value ~~using~~at ~~Level 3~~each ~~inputs.~~reporting ~~There~~date, ~~were~~with nochanges ~~transfers~~in ~~within the~~fair ~~hierarchy~~value ~~during~~recognized in the ~~periods~~interim ~~presented~~condensed consolidated statements of operations.

~~Note 10. Quotaholders’~~Certain ~~Deficit~~of these warrants were issued in connection with bridge loans that were outstanding prior to the Business Combination and were converted into equity at Closing.

The Company is an Srl., which is an Italian limited liability company similar to a limited liability company in the United States. Unlike corporations that issue shares of stock, the Company’s Articles of Incorporation designate ownership in the form of quotas, which represent its corporate capital.12

~~Corporate~~The ~~Capital~~following table summarizes the activity in the Company’s warrant liabilities for the period ended March 31, 2026:

As an Srl., the Company’s ownership structure is defined by “corporate capital” and “quotas” rather than shares, stock or units. As of September 30, 2025 and December 31, 2024, the total authorized, subscribed and paid-up capital was $15 and $3, respectively, consisting of quotas from founders and investors. Voting rights are proportional to the percentage of quotas owned, and members are entitled to a share of profit and losses based on their ownership percentage.

	PIPE Warrant			Bridge Loan Warrant
Balance - January 1, 2026	$	5,931		$	4,305
Loss (gain) recognized in earnings due to change in fair value, net of foreign currency remeasurement impact		71			(154	)
Foreign currency translation		(121	)		(83	)
Balance - March 31, 2026	$	5,881		$	4,068

12Refer to Note 7 – Fair Value Measurements for additional information regarding the valuation of the warrant liabilities.

InNote ~~March 2024, certain quotaholders transferred portions of their holdings to new and existing quotaholders, resulting in a revised ownership structure~~9. ~~On June~~ ~~23, 2025,~~Shareholders’ the Terra Innovatum, Srl. quotaholders, who collectively own 100% of both Terra Innovatum Global, Srl. and Terra Innovatum, Srl. completed the Contribution, in accordance with their existing ownership percentages in Terra Innovatum, Srl. This Contribution was executed as part of the pre-closing restructuring related to the Merger. As a result, Terra Innovatum, Srl. became a wholly owned subsidiary of Terra Innovatum Global, Srl.Deficit

~~The~~Authorized ~~transfer~~Share of quotas is subject to member approval, as outlined in the Company’s articles of incorporation. No dividends or distributions were declared for the year, in accordance with Italian regulations for early-stage “start-up innovative” companies.Capital

~~Legal~~ ~~Reserve~~The –Company ~~Italian~~is ~~Civil~~authorized ~~Code~~to issue 500,000,000 ordinary shares with a par value of €0.01 per share and 8,040 convertible preferred shares with a par value of €100 per share. Upon conversion of one or more of the convertible preferred shares into ordinary shares, the authorized share capital shall decrease with the number of convertible preferred shares so converted and shall increase with the number of ordinary shares into which such convertible preferred shares were converted.

InVesting ~~accordance~~Sponsor with Article 2430 of the Italian Civil Code, the Company is required to allocate 5% of its annual net profit or loss to a legal reserve until such reserve reaches 20% of the Company’s share capital. As of September 30, 2025, the legal reserve amounted to $2, representing approximately 16% of share capital. This reserve is recorded as an appropriation of retained earnings and does not impact net income. The legal reserve is not distributable as dividends.Shares

~~Appropriation~~ In connection with the Business Combination, 549,500 ordinary shares were issued as vesting Sponsor shares. As of March 31, 2026, approximately 50% of these shares have vested, with the remaining shares subject to ~~Statutory~~vesting ~~Reserve~~conditions. The unvested shares are classified as a share-settled contingent liability in the consolidated balance sheets.

InConvertible ~~accordance~~Preferred with the Company’s bylaws and following the approval of the FY 2024 financial statements, a portion of the December 31, 2024 net loss was allocated to a statutory reserve. This reserve is distinct from the legal reserve required under Article 2430 of the Italian Civil Code and is intended to strengthen the Company’s equity base. The appropriation was recorded as a reclassification within equity and did not involve any cash movement.Shares

~~Use~~ The Company issued 8,000 convertible preferred shares that are mandatorily convertible into ordinary shares upon achievement of ~~Prior~~specified ~~Year~~milestones. ~~Profit~~As toof ~~Offset~~March ~~Accumulated Deficit~~31, 2026, 4,000 shares have converted into ordinary shares, and the remaining 4,000 shares are outstanding and classified as share-settled contingent liabilities.

InSPAC ~~accordance~~Financial ~~with~~Advisor ~~Article 2430~~Preferred of the Italian Civil Code and subject to approval by the quotaholders, the Company applied a portion of its FY 2024 net profit to offset the accumulated deficit from FY 2023. This reallocation was made prior to any appropriations to statutory reserves and was executed following the legal sequence prescribed by Italian law. The transaction did not involve cash and is recorded as a non-cash equity reclassification within retained earnings.Shares

~~Warrants~~ The Company issued 40 convertible preferred shares to a financial advisor as share-based compensation. As of March 31, 2026, 20 shares have converted into ordinary shares and 20 remain outstanding. These awards are classified in equity and accounted for under ASC 718.

As of September 30, 2025, all of the Company’s warrants are classified as permanent equity in accordance with ASC 815-40-25. As of that date, the Company had the following equity-classified warrants related to the Bridge Loan (also see Note 8 — Bridge Loans and Warrants):

			Shares Issuable		Weighted
	Contractual Term	Balance Sheet	Upon Exercise of		Average Exercise
Issuance Date	(in years)	Classification	Warrant		Price
5/20/2025	3	Equity		30,286	$	13.25
5/6/2025	3	Equity		150,762	$	13.25
5/23/2025	3	Equity		75,304	$	13.25
5/22/2025	3	Equity		602,662	$	13.25
5/4/2025	3	Equity		150,606	$	13.25
5/30/2025	3	Equity		75,156	$	13.25
6/6/2025	3	Equity		44,882	$	13.25
6/5/2025	3	Equity		29,910	$	13.25
6/9/2025	3	Equity		252,032	$	13.25
6/6/2025	3	Equity		17,954	$	13.25
6/5/2025	3	Equity		75,098	$	13.25
8/29/2025	3	Equity		14,444	$	13.25
8/29/2025	3	Equity		11,476	$	13.25
8/29/2025	3	Equity		11,508	$	13.25
9/23/2025	3	Equity		143,680	$	13.25
9/27/2025	3	Equity		17,206	$	13.25

See Note 8 – Warrants for additional information.

~~Warrant Valuation Methodology~~ 13

~~The~~Note 10. ~~fair~~Commitments ~~value of each equity classified warrant is estimated on the date of grant using the Black-Scholes option-pricing model~~ and ~~the weighted-average assumptions noted in the table below for the warrants issued during the nine months ended September 30, 2025:~~Contingencies

~~Equity~~Investor ~~Classified~~Relations ~~Warrants~~and Advisory Services Agreements

Warrants:
Expected term (in years)	(3 - 4)
Expected volatility	110% - 108%
Risk-free interest rate	4.02	%
Expected dividend yield	0	%

The Company has an investor relations and advisory agreement under which it pays a fixed monthly fee, along with certain variable charges. The agreement remains in effect through April 30, 2026 and automatically renews unless terminated.

13Capital Markets Advisory Agreements

~~Note 11~~The Company has entered into various capital markets advisory agreements with third-party service providers. ~~Segment~~These ~~Information~~agreements include fixed fee commitments payable over contractual terms ranging from approximately one to two years. Certain agreements include customary termination and change-in-control provisions.

~~When~~Engineering ~~evaluating the Company’s performance~~ and ~~making~~Development ~~key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:~~Agreements

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(Unaudited)				(Unaudited)
Operating expenses:
General and administrative	$	2,135	$	2	$	5,655	$	7
Development costs		155		16		244		53
Total operating expenses	$	2,290	$	18	$	5,899	$	60

The Company has entered into agreements with third-party vendors to support engineering, licensing, and development activities related to the SOLO project. Payments under these agreements are based on contractual milestones, time-based services, or invoiced amounts.

~~The~~Senior ~~key~~Advisor measures of segment profit or loss reviewed by the CODM are general and administrative expenses and development costs. General and administrative expenses and development costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a potential business combination with a SPAC. The CODM also reviews general and administrative and development costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.Agreement

~~Note 12~~ The Company has an agreement with an independent contractor providing strategic advisory services. ~~Income~~Compensation ~~Taxes~~under the agreement includes potential equity-based awards and a commission on qualifying business opportunities. As of March 31, 2026, no equity awards have been granted under this arrangement.

~~The~~Lease ~~Company recorded no provision for income taxes for the three and nine months ended September 30, 2025 and 2024.~~Agreement

~~Deferred~~ On ~~tax~~January ~~assets~~2, ~~and~~2026, ~~deferred tax liabilities are recognized based on temporary differences between~~ the ~~financial reporting and tax basis of assets and liabilities using statutory rates. Management of the~~ Company ~~has~~entered ~~evaluated~~into ~~the~~a ~~positive~~lease ~~and~~for ~~negative~~office ~~evidence~~space ~~bearing~~in ~~upon~~Lucca, ~~the~~Italy, ~~realizability~~with ofa ~~its deferred~~noncancelable ~~tax~~term ~~assets.~~commencing ~~Under~~April ~~the applicable accounting standards~~1, ~~management~~2026 ~~has considered the Company’s history of losses~~ and ~~concluded that~~expiring itMarch is31, ~~more~~2032. ~~likely~~The ~~than~~lease ~~not~~provides ~~that~~for ~~the~~annual ~~Company~~base ~~will~~rent ~~not recognize the benefits~~ of ~~the~~approximately ~~deferred~~$88 ~~tax assets. Accordingly~~(€75), asubject ~~full~~to ~~valuation allowance has been established against the Company’s otherwise recognizable net deferred tax assets~~escalation.

Note 13 11. ~~Subsequent~~Net ~~Events~~Loss Per Share

The Company ~~has~~completed ~~evaluated~~a ~~subsequent events~~business ~~through~~combination ~~the~~on ~~date~~October ~~the~~9, ~~financial statements were available to be issued~~2025, ~~and~~which ~~determined~~was ~~that~~accounted ~~there~~for ~~have~~as ~~been~~a norecapitalization. ~~events~~Accordingly, ~~that~~historical ~~have occurred~~share ~~that~~information ~~would~~has ~~require~~been ~~adjustments~~retroactively restated to ~~disclosures~~reflect in47,500,000 ~~the~~ordinary ~~financial~~shares ~~statements~~for ~~other~~periods ~~than~~prior ~~the~~to ~~following:~~Closing.

14Basic and diluted net loss per share attributable to ordinary shareholders were calculated as follows (in thousands except share and per share amounts):

Conversion of Bridge Loans

	For The Three Months Ended March 31,
	2026			2025
Numerator:
Net loss	$	(7,106	)	$	(1,448	)
Denominator:
Weighted-average ordinary shares outstanding – basic and diluted		110,226,198			47,500,000
Net loss per share attributable to ordinary shareholders:
Basic and diluted net loss per share	$	(0.06	)	$	(0.03	)

~~Upon~~ ~~the~~For ~~closing of~~ the ~~Merger (see~~three ~~“Business~~months ~~Combination~~ended ~~and~~March ~~Public~~31, ~~Listing” below)~~2026, ~~all~~no ofinstruments ~~the~~were ~~Bridge~~dilutive. ~~Loans~~Potential ~~(the~~ordinary Q3shares ~~Bridge~~related ~~Loans~~to ~~and~~share-settled ~~the~~contingent ~~Bridge Loans~~liabilities, ~~discussed~~unvested inSponsor ~~Note~~shares, 8and -certain ~~Bridge~~equity ~~Loans~~awards ~~and Warrants)~~ were ~~converted~~excluded ~~into~~from andiluted ~~aggregate~~EPS ofas ~~851,483~~the ~~ordinary~~applicable ~~shares~~issuance ofor ~~Terra~~vesting ~~Innovatum Global~~conditions ~~N.V.~~were atnot asatisfied ~~conversion~~as ~~price~~ of ~~$7.00~~the ~~per~~reporting ~~share~~date. ~~In connection with the conversion, the Company issued to the lenders:~~

~~● Warrants to purchase up to 851,483 ordinary shares at an exercise price of $11.50 per share; and~~14

●In addition, liability-classified PIPE and Bridge Warrants toand ~~purchase~~equity-classified upwarrants towere ~~851~~evaluated under the treasury stock method. For the three months ended March 31,~~483~~ 2026, the average market price of the Company’s ordinary shares atwas anbelow the exercise ~~price~~prices of ~~$15.00~~all ~~per~~outstanding ~~share~~warrants; accordingly, all such instruments were anti-dilutive and therefore excluded from diluted EPS.

These ~~warrants~~anti-dilutive ~~have~~instruments arepresented ~~term of~~approximately 365,475,591 ~~months~~potential ~~from~~ordinary ~~the~~shares ~~date~~as of ~~issuance~~March ~~and~~31, ~~were~~2026. ~~issued~~As ~~pursuant~~a toresult, ~~the~~diluted ~~terms~~net ofloss ~~the~~per ~~amended~~share ~~bridge~~equals ~~loan~~basic ~~agreements~~net loss per share for the period.

~~Business~~Note 12. ~~Combination~~Segment ~~and Public Listing~~Information

In ~~October~~The ~~2025~~Company is a development-stage nuclear energy technology company focused on the research, ~~Terra~~development, ~~Innovatum Global~~and Nfuture commercialization of its SOLO micro-modular nuclear reactor.V. ~~consummated~~The ~~the~~chief ~~Merger~~operating decision maker (“CODM”), ~~pursuant~~consisting toof the ~~Business~~Company’s ~~Combination~~chief ~~Agreement~~executive ~~dated~~officer ~~April~~and 21founding officers acting collectively, ~~2025~~reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. The CODM does not review discrete financial information by product, function, or geographic location. As ~~part~~a ofresult, the ~~transaction~~Company has determined that it operates as a single operating segment, ~~Terra Innovatum~~which ~~Global~~is ~~Srl~~also its sole reportable segment. ~~converted~~The ~~into~~measure of segment profit or loss and segment assets is the same as that presented in the interim condensed consolidated financial statements. The CODM primarily uses consolidated general and administrative expenses and development costs to assess operating performance and liquidity. Because the Company operates as a ~~Dutch~~single ~~public~~reportable ~~limited~~segment, ~~liability~~no ~~company~~reconciliation of segment information to consolidated results is required. The Company has not generated revenue from external customers, ~~Terra~~as ~~Innovatum~~its ~~Global~~SOLO Nproduct remains under development.V.

~~Following the Merger, GSR III merged with and into GSR III Cayman Merger Sub, a wholly owned subsidiary, with GSR III surviving as a wholly owned subsidiary of Terra Innovatum Global N~~Note 13.V. ~~whose~~Income ordinary shares commenced trading on The Nasdaq Stock Market LLC under the ticker symbol “NKLR” on October 10, 2025. Also on October 9, 2025, GSR III changed its name to “XIT Corp.” via special resolution, which name change was certified on October 14, 2025.Taxes

In ~~connection~~For ~~with~~the three months ended March 31, 2026, the ~~Merger~~Company recognized no income tax benefit or expense on a pretax loss of $7, ~~Terra~~106, ~~Innovatum~~resulting ~~Global~~in Nan effective tax rate of 0%.V The Company maintained a full valuation allowance against its net deferred tax assets as of March 31, 2026, based on its determination that it is more likely than not that the Company’s net deferred tax assets will not be realized.:

●Note 14. ~~Issued~~Subsequent ~~70,300,948 ordinary shares.~~Events

●The ~~Received~~Company ~~PIPE~~has ~~proceeds~~evaluated ~~totaling~~subsequent ~~$36,790,~~events ~~pursuant~~through toJune ~~subscription~~30, ~~agreements~~2026, ~~consisting~~the ofdate the ~~issuance~~interim ofcondensed ~~3,683,500~~consolidated ~~PIPE~~financial ~~shares,~~statements ~~half~~were ~~warrants~~available to ~~purchase~~be ~~up to 1~~issued,~~841,750~~ ~~ordinary~~and ~~shares~~determined atthat anthere ~~exercise~~have ~~price~~been ofno ~~$12.00~~events ~~per~~that ~~share,~~have ~~and~~occurred ~~quarter~~that ~~warrants~~would torequire ~~purchase~~adjustments up to ~~920,875~~disclosures ~~ordinary shares at an exercise price of $16.00 per share. Additionally, converted $5,690~~ in ~~bridge~~the ~~loans~~interim ~~into~~condensed ~~851,483~~consolidated ~~ordinary~~financial ~~shares at a conversion price of $7~~statements.~~00 per share.~~

~~● Issued bridge warrants to purchase 851,483 ordinary shares at $11.50 per share and 851,483 ordinary shares at $~~15~~.00 per share, each exercisable for 36 months.~~

●ITEM ~~Implemented~~2. ~~governance~~MANAGEMENT’S ~~structures~~DISCUSSION ~~including~~AND ~~Audit,~~ANALYSIS ~~Compensation,~~OF ~~and~~FINANCIAL CONDITION ~~Nominating/Corporate~~AND ~~Governance~~RESULTS ~~Committees~~OF OPERATIONS.

~~Engagement~~The following discussion and analysis provides information that Terra Innovatum Global N.V. management believes is relevant to an assessment and understanding of ~~Investor~~Terra ~~Relations~~Innovatum Global N.V.’s results of operations and ~~Advisory~~financial condition. This discussion should be read together with Terra ~~Services~~Innovatum Global N.V.’s unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025, and the related notes included elsewhere in this Form 10-Q.

InThis ~~October~~discussion ~~2025,~~may ~~Terra~~contain ~~Innovatum~~forward-looking ~~Global~~statements ~~N.V.~~based ~~entered~~upon ~~into~~current anexpectations ~~agreement~~that ~~with~~involve ~~Alliance~~risks ~~to provide investor relations~~ and ~~advisory services~~uncertainties. ~~Under~~Terra ~~the~~Innovatum ~~terms~~Global ofN.V.’s ~~the~~actual ~~agreement,~~results may ~~Alliance~~differ ~~will~~materially ~~commence~~from ~~services~~those onanticipated ~~November~~in 1,these ~~2025,~~forward-looking ~~and~~statements ~~the~~as ~~initial~~a ~~term~~result ~~will~~of ~~continue~~various ~~through April 30~~factors, ~~2026,~~including ~~with~~those ~~automatic~~set ~~annual~~forth ~~renewals~~under ~~thereafter~~“Risk ~~unless~~Factors” ~~terminated~~or byin ~~either~~other ~~party~~parts ~~with~~of 60this ~~days’~~Form ~~notice~~10-Q.

APresentation ~~fixed monthly fee~~ of ~~$25~~Financial ~~is due, which includes up to 84 hours of services per month allocated as follows:~~Information

●Beginning ~~Investor~~with ~~relations,~~the ~~public~~quarterly ~~relations~~report on Form 10-Q for the three and ~~media~~nine months ended September 30, ~~capital~~2025, ~~markets~~we have elected to present all dollar amounts rounded to the nearest thousand dollars, unless otherwise indicated. In prior periods, including those presented in the Form S-4 Amendment No. 5 filed on September 11, 2025, financial information was presented in whole dollars. This change has been made to enhance the readability and ~~market~~consistency ~~intelligence:~~of 50financial disclosures. ~~hours~~As ~~for~~a ~~$17~~result, certain prior period amounts may not be directly comparable due to rounding differences.

●Company ~~Social media and communications: 14 hours for $4~~Overview

●We ~~Business~~are a pioneering nuclear energy technology company developing the SOLOTM Micro-Modular Nuclear Reactor (“SOLO”), a breakthrough solution designed to address critical challenges in affordable, clean, decentralized energy production. Our reactor represents a significant technological and engineering advancement, offering a compact, safe, and economically compelling alternative to traditional energy generation and supply solutions. 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, with a fixed and competitive projected levelized cost of energy. Our strategic roadmap targets commercial deployment by 2028, with a clear focus on delivering a scalable, modular nuclear solution that can be deployed across diverse geographies and markets — from industrial and infrastructure to remote and off-grid applications. Key differentiators include a gas-cooled design, multiple safety shutdown mechanisms, safeguard-by-design, small footprint, and the ability to use commercially available Low Enriched Uranium (“LEU”), which significantly reduces regulatory and technological barriers typical in nuclear energy development. We have made substantial progress in de-risking our First-of-a-Kind (“FOAK”) reactor, including initiating regulatory engagement with the U.S. Nuclear Regulatory Commission (“NRC”), and establishing a robust supply chain strategy. We have completed the reactor design sufficiently to support: 20component ~~hours~~fabrication ~~for~~and $5NRC licensing, validated key technological components, and are targeting licensing and deployment of the FOAK reactor by 2028.

InRecent ~~addition, a monthly service fee of 3% of the monthly fee of $1 is due for access to market intelligence platforms and other support services.~~Developments

16Lease Agreement

~~The~~On ~~agreement~~January ~~also provides~~2, ~~for~~2026, ~~additional~~we ~~fees~~entered ~~for~~into ~~services~~a ~~beyond~~lease ~~the~~for office ~~scope~~space ofin ~~the~~Lucca, ~~engagement~~Italy, ~~including~~with ~~special~~a ~~situations~~noncancelable ~~such~~term ascommencing ~~merger~~April 1, 2026 and ~~acquisition~~ orexpiring ~~crisis~~March ~~management~~31, ~~which~~2032. ~~will~~The belease ~~billed~~provides atfor ~~Alliance’s~~annual base ~~standard~~rent ~~hourly~~of ~~rates~~approximately ~~ranging up to~~ $188 ~~per~~(€75), ~~hour~~subject ~~depending on~~to ~~personnel level~~escalation.

~~Engagement of Canaccord Genuity as Capital Markets Advisor~~16

InFinancial October 2025, Terra Innovatum Global N.V. entered into an agreement with Canaccord Genuity LLC (“CG”) to serve as its financial and capital markets advisor for a one-year term. Under the agreement, CG will provide advisory services including investor positioning, coordination of investor meetings, and participation in investor conferences, among other mutually agreed services.Performance

AsFor ~~consideration~~the ~~for~~three ~~its~~months ended ~~services~~March 31, an2026 ~~advisory~~and ~~fee~~2025, we reported a net loss of $~~700~~7,106 isand ~~due~~$1,448, ~~payable~~respectively. Net cash used in operating activities was $3,856 for the three ~~installments:~~months ended March 31, 2026 compared to net cash used of $199 for the three months ended March 31, 2025.

●Key ~~$233~~Factors ~~which~~and ~~was~~Trends ~~paid~~Affecting ~~upon~~Our ~~execution~~Business ofand ~~the~~Results ~~agreement~~of ~~in October 2025,~~Operations

●We ~~$233~~believe onthe ~~March~~following ~~15,~~factors ~~2026,~~ and trends may cause previously reported financial information not to be necessarily indicative of future operating results or future financial conditions:

● ~~$233~~Product ~~upon~~Development ~~the end of the term October 23, 2026.~~Plan

The ~~agreement~~commercial ~~includes~~rollout ~~standard~~of ~~indemnification~~advanced ~~provisions~~nuclear reactors depends on securing regulatory approvals for its design, construction, and ~~confidentiality~~operation. ~~obligations~~Our regulatory engagement plan was submitted to the NRC, and ~~may~~the beNRC ~~terminated~~is bycurrently ~~either~~reviewing ~~party~~a ~~with~~number 10of ~~days’~~safety ~~written~~related ~~notice~~topics ~~for~~related to SOLO. Although our ~~cause,~~team ashas ~~defined~~significant inprior experience working with the ~~agreement~~NRC, we cannot control NRC’s review process and review periods may take longer than anticipated.

~~Capital~~● ~~Markets~~Funding ~~Advisory~~and ~~Agreement with The Benchmark Company~~Investment

InWe ~~October~~have ~~2025,~~limited ~~Terra~~financial ~~Innovatum~~resources. There can ~~Global~~be Nno assurance that sufficient funding will be available to us to fund our operating expenses and to further develop our business.V. ~~entered~~We anticipate ~~into~~that awe will likely need to raise additional capital ~~markets~~to ~~advisory~~fund ~~agreement~~our ~~with~~operations ~~The~~while ~~Benchmark~~we ~~Company~~implement and execute our business plan. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our reactor development, ~~LLC~~to ~~(“Benchmark”)~~successfully market our reactors and to achieve commerciality for aour ~~term~~reactors. ofWe have encountered and expect to continue to encounter risks and uncertainties 24frequently ~~months.~~experienced ~~Under~~by ~~the~~companies ~~agreement~~in rapidly evolving industries. Accordingly, ~~Benchmark~~we ~~will~~may ~~provide~~be ~~advisory~~unable ~~services~~to ~~including~~prepare ~~assistance~~accurate ~~with~~internal ~~research~~financial forecasts ~~coverage~~or replace anticipated revenue that we do not receive as a result of delays, ~~investor~~changed ~~meetings~~circumstances, or changed market conditions ~~non-deal~~arising ~~roadshows~~from these factors, and ~~participation~~our results of operations in ~~Benchmark-hosted~~future ~~investor~~reporting ~~conferences~~periods may be below the expectations of investors or analysts.

As● ~~compensation~~Macroeconomic ~~for~~Conditions ~~these services,~~and aGlobal ~~total~~Market ~~of $600 is due, structured as follows:~~Dynamics

●Our ~~$300~~business operates in ~~cash~~a complex global environment with multiple interconnected economic factors that can significantly impact our technological development, ~~payable~~regulatory 12trajectory, ~~months~~and potential ~~from~~market ~~the~~penetration. ~~agreement~~As ~~date~~a ~~(“Advisory~~nuclear ~~Fee~~technology ~~Year~~company ~~1”)~~with an international human capital strategy and multinational supply chain, we are sensitive to macroeconomic trends and risks.

● ~~$300~~Global inSupply ~~cash,~~Chain ~~payable 24 months from the agreement date (“Advisory Fee Year 2”).~~Dynamics

~~These~~We ~~fees~~utilize ~~are~~a ~~subject~~strategic tooutsourced manufacturing ~~reduction~~approach byfor ~~any~~the ~~fees~~SOLO ~~paid~~project, toleveraging ~~Benchmark~~international human resources and implementing an international manufacturing model for ~~other~~our FOAK ~~transactions~~reactor. ~~during~~This ~~the~~strategy ~~term,~~exposes upus to aglobal ~~maximum~~supply ~~offset~~chain ofvulnerabilities, ~~$600~~including potential impacts from geopolitical tensions, trade agreements, tariffs, and manufacturing disruptions. InOur ~~the~~current ~~event~~assembly ofpreparation ain ~~change of~~Europe ~~control~~for ~~during~~reactor ~~the~~deployment ~~term,~~in the ~~full~~U.S. introduces additional ~~Advisory~~complexity ~~Fee~~in ~~becomes~~navigating ~~immediately~~international ~~due~~trade regulations, currency exchange risks, and ~~payable~~logistical challenges.

~~Engagement~~By ofpartnering ~~Roth~~with ~~Capital~~specialized ~~Partners~~suppliers certified in nuclear engineering and precision manufacturing, we aim to avoid significant capital investments in manufacturing facilities and concentrate our resources on core competencies such as ~~Capital~~reactor design, technological innovation, and regulatory compliance. Our procurement strategy ~~Markets~~involves ~~Advisor~~direct engagement with multiple suppliers for critical components, ensuring supply chain reliability and maintaining the flexibility to adapt our technology to evolving market and regulatory requirements.

In October 2025, Terra Innovatum Global N.V. entered into a capital markets advisory agreement with Roth Capital Partners, LLC (“Roth”) for a 12-month engagement period beginning January 1, 2026. Under the agreement, Roth will provide strategic capital markets advisory services, including:17

● ~~Development~~Inflation ofand ~~capital~~Cost ~~market strategy,~~Pressures

●Inflationary ~~Institutional~~trends ~~investor~~represent ~~relationship~~a risk to our development trajectory. Escalating costs in specialized manufacturing, regulatory compliance, technical talent acquisition, and raw material procurement could potentially erode our projected economic advantages.

● ~~Participation~~Energy inMarket ~~Roth conferences and investor meetings,~~Evolution

●The ~~Non~~global energy transition, driven by decarbonization efforts and increasing demand for reliable low-~~deal~~carbon ~~roadshows~~baseload power, creates both opportunities and ~~related~~challenges. ~~support~~The explosive growth in data center energy requirements, particularly with artificial intelligence (“AI”) and computational infrastructure expansion, presents a promising market segment. However, economic growth cycles, shifts in energy policy, and potential slowdowns in technological adoption could materially affect our market positioning and revenue projections.

17To mitigate the AI-driven market concentration risks, we have strategically designed SOLO with multi-sector versatility, targeting a diverse range of energy-intensive industries including industrial manufacturing (cement, steel, mining, paper production), critical infrastructure services (airports, ports, logistics hubs), agricultural and food processing applications (greenhouses, vertical farming, food processing plants), energy storage (ammonia production, pink hydrogen) and essential utility services like desalination and water treatment. This intentional market diversification allows us to create resilience against sector-specific economic fluctuations, leveraging SOLO’s ability to provide both electricity and thermal energy across multiple high-demand sectors, including emerging opportunities in medical radioisotope production.

As● ~~compensation~~Regulatory ~~for~~and ~~these services,~~Geopolitical ~~an advisory fee of $350 is due, structured as follows:~~Landscape

●Our ~~$105,~~multinational ~~which~~operational ~~was~~model ~~paid~~requires ~~upon~~navigating complex ~~execution~~regulatory ofenvironments ~~the~~across ~~agreement~~different ~~(October~~jurisdictions. 27Changes in nuclear energy policies and geopolitical tensions could significantly impact our potential market access. The evolving global stance on nuclear energy, ~~2025)~~particularly small modular reactors, introduces both strategic opportunities and potential regulatory constraints.

● ~~$245,~~Technological ~~payable~~and onLabor ~~January~~Market ~~1, 2026.~~Dynamics

The ~~agreement~~specialized ~~includes~~nature ~~standard indemnification~~of ~~provisions~~our ~~and~~technology ~~arbitration~~demands access ~~clauses~~to ~~and~~a ~~may~~global bepool ~~terminated~~of ~~with~~highly 90skilled ~~days’~~technical ~~written notice~~talent. ~~Certain~~Potential ~~provisions~~labor market shifts, ~~including~~competition for specialized nuclear engineering ~~indemnification~~expertise, ~~confidentiality,~~and varying international education and ~~fee~~training ~~obligations,~~standards ~~survive~~could ~~termination~~influence our human resource strategy and technology development velocity.

~~Engagement~~● ofEconomic ~~Outside~~Uncertainty ~~The Box Capital for Marketing Services~~Factors

InMacroeconomic ~~October 2025~~uncertainties, ~~Terra~~including ~~Innovatum~~potential ~~Global~~recessionary ~~N.V.~~periods, ~~entered~~fluctuations ~~into~~in ainvestment ~~marketing~~trends ~~services~~in ~~agreement~~energy ~~with~~related ~~Outside~~technology, ~~The~~and ~~Box~~broader ~~Capital~~economic ~~Inc.~~growth ~~(“OTBC”)~~patterns, tocould ~~provide marketing and~~affect ~~distribution~~our ~~services~~funding ~~for~~capabilities, acustomer ~~three-month~~acquisition ~~initial term beginning on November 3~~strategies, ~~2025~~ and ~~ending~~overall onbusiness ~~May~~development ~~3, 2026~~trajectory.

~~Under~~Emerging ~~the~~Growth ~~agreement,~~Company ~~OTBC will~~and ~~provide~~Smaller ~~services~~Reporting ~~including:~~Company Status

●Section 102(b)(1) of ~~Strategic~~the ~~planning~~Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~campaign~~comply ~~checkpoints~~with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Until we are no longer considered to be an emerging growth company, we have elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, as an emerging growth company we can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~● Social media and community engagement,~~18

●We ~~Distribution~~are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-~~approved~~voting ~~materials~~ordinary ~~across~~shares ~~platforms~~held ~~such~~by asnon-affiliates ~~Reddit,~~is ~~Discord~~$250,000 or more ~~Telegram~~measured on the last business day of our second fiscal quarter, ~~Twitter~~or our annual revenues are less than $100,000 during the most recently completed fiscal year and ~~StockTwits~~our voting and non-voting ordinary shares held by non-affiliates is $700,000 or more measured on the last business day of our second fiscal quarter.

●Segment ~~Influencer-based video features and Q&A content.~~Reporting

We are a development-stage nuclear energy technology company focused on the research, development, and future commercialization of our SOLO micro-modular nuclear reactor. Our chief operating decision maker (“CODM”), consisting of our chief executive officer and founding officers acting collectively, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. The CODM does not review discrete financial information by product, function, or geographic location. As ~~compensation~~a result, we have determined that we operate as a ~~total~~single operating segment, which is also our sole reportable segment. The measure of ~~$100~~segment profit or loss and segment assets is ~~due,~~the ~~payable~~same as that presented in ~~three~~the ~~equal~~interim condensed ~~monthly~~consolidated ~~installments~~financial ofstatements. ~~$33~~The CODM primarily uses consolidated general and administrative expenses and development costs to assess operating performance and liquidity. We have not generated revenue from external customers, as our SOLO product remains under development.

~~Execution~~Results of ~~Engineering and Feasibility Agreement for SOLO Reactor~~Operations

InThe ~~November 2025, Terra Innovatum Global N.V. entered into an agreement with ATB Riva Calzoni S.p.A. (“ATB”)~~ period-to-period ~~conduct~~comparisons aof ~~feasibility~~our ~~and industrialization~~results ~~study~~of ~~(“Phase~~operations ~~1”)~~have ~~for~~been prepared using the ~~SOLO~~historical ~~Micro~~periods ~~Modular~~included ~~Nuclear~~in ~~Reactor~~our ~~project~~financial statements. The ~~agreement~~following ~~outlines~~discussion ashould ~~comprehensive~~be read ~~scope~~in ofconjunction ~~engineering, fabrication~~with ~~planning,~~the ~~cost~~financial ~~analysis,~~statements and ~~regulatory~~related ~~support~~notes ~~activities~~included toelsewhere bein ~~performed~~this byForm ~~ATB~~10-Q.

~~Under~~Key ~~the~~Components ~~agreement,~~of ~~total consideration~~Results ~~based~~of ~~on estimated man-hours and hourly rates as defined in the agreement is due. The payment structure includes:~~Operations

~~● 10% of the total price payable within 7 days of execution.~~Revenue

●To ~~The~~date, ~~remaining~~we ~~balance~~have ~~payable~~not ~~monthly~~generated ~~based~~any onrevenue ~~progress~~from product ~~milestones~~sales and ~~time~~do ~~sheets~~not expect to generate any revenue from the sale of products for the foreseeable future.

~~The~~Operating agreement allows for price adjustments if actual man-hours exceed estimates by more than 5%, or if additional activities are agreed upon. Any such adjustments will be subject to separate written agreement.Expenses

~~The~~General ~~term of the agreement is a minimum of 6 months~~ and ~~up to 24 months, effective upon receipt of the advance payment. Either party may terminate the agreement under specified conditions, including non-payment or breach.~~administrative

18Our general and administrative expenses consist primarily of advisory fees, legal fees, audit, accounting, professional services fees, insurance, Board of Director compensation, development costs, transportation, food and lodging, conference and seminar registration fees, advertising, rental, filing fees, employee benefits, consultancy fees, representation expenses, commissions, and other miscellaneous expenses.

~~Item~~Development ~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~costs

~~MANAGEMENT’S~~Development ~~DISCUSSION~~costs ~~AND~~represent ~~ANALYSIS~~costs OFincurred to ~~FINANCIAL~~design ~~CONDITION~~and ~~AND~~engineer SOLO. These costs include technical consulting and personnel-related expenses (such as salaries, employee benefits, ~~RESULTS~~and OFbonuses), ~~OPERATIONS~~software OFand ~~TERRA~~computing ~~INNOVATUM~~costs, ~~GLOBAL~~hardware and experimental supplies, ~~SRL~~and fees for outside engineering, analytical, and consulting services.

The following discussion and analysis provides information that Terra Innovatum Global, Srl. (“Terra Innovatum Global”) management believes is relevant to an assessment and understanding of Terra Innovatum Global’s results of operations and financial condition. This discussion should be read together with Terra Innovatum Global’s unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2025 and September 30, 2024, and the related notes included elsewhere in this Form 10-Q.19

~~This~~Other ~~discussion~~Income may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Terra Innovatum Global’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Form 10-Q.(Expenses)

~~Presentation~~Other ofincome, ~~Financial Information~~net

~~Beginning~~Our ~~with~~other ~~this quarterly report on Form 10-Q for the three and nine months ended September 30~~income, ~~2025,~~net weprimarily ~~have~~consists ~~elected~~of toforeign ~~present~~currency ~~all~~transaction ~~dollar~~gains amounts rounded to the nearest thousand dollars, unless otherwise indicated. In prior periods, including those presented in the Form S-4 Amendment No. 5 filed on September 11, 2025, financial information was presented in whole dollars. This change has been made to enhance the readability and ~~consistency~~ ~~of financial disclosures. As a result~~losses, ~~certain~~as ~~prior~~well ~~period~~as ~~amounts~~interest ~~may not be directly comparable due to rounding differences~~income.

~~Company~~Change ~~Overview~~in fair value – share settled contingent liability

~~Terra~~The ~~Innovatum~~change ~~Global~~in isfair avalue — share ~~pioneering~~settled ~~nuclear~~contingent ~~energy~~liability ~~technology~~consists ~~company~~of ~~developing~~ the ~~SOLO~~change ~~Micro-Modular Nuclear Reactor (“SOLO”), a breakthrough solution designed to address critical challenges~~ in ~~clean~~fair ~~energy~~value production. Our reactor represents a significant technological and engineering advancement, offering a compact, safe, and economically compelling alternative to traditional energy infrastructure. The SOLO reactor’s core innovation lies in its ability to generate 1 MWe of ~~electricity~~certain ~~baseload~~issuances ~~with a continuous operational cycle~~ of upConvertible toPreferred ~~15 years, extendable to 45 years through strategic refueling, with a fixed and competitive projected levelized cost of energy~~Shares. ~~SOLO design is characterized by a small footprint and a highly modularity able to cover carbon-free energy needs ranging from MW to GW.~~

~~Our~~Change ~~strategic~~in ~~roadmap~~fair ~~targets commercial deployment by 2028, with a clear focus on delivering a scalable, modular nuclear solution that can be deployed across diverse markets~~value — ~~from~~warrant industrial and infrastructure to remote and off-grid applications. Key differentiators include our gas-cooled design, multiple safety shutdown mechanisms, safeguard-by-design, small footprint, and the ability to use commercially available Low Enriched Uranium (“LEU”), which significantly reduces regulatory and technological barriers typical in nuclear energy development.liabilities

WeThe ~~have~~change ~~made substantial progress~~ in ~~de-risking~~fair ~~its First-of-a-Kind (“FOAK”) reactor, including initiating regulatory engagement with the U.S.~~value ~~Nuclear~~— warrant ~~Regulatory~~liabilities ~~Commission~~consists (“NRC”), and establishing a robust supply chain strategy. We have completed our reactor design, validated key technological components, and are advancing through critical regulatory milestones to achieve our 2028 FOAK reactor completion target. On July 9, we disclosed that a Memorandum of ~~Understanding (“MOU”) had been signed with Rock City Admiral Parkway Development (“Rock City”) to host~~ the ~~FOAK~~change ~~reactor, subject to customary approvals including, but not limited to, NRC approval. As a number of conditions are expected to be required~~ in ~~order~~fair ~~for~~value ~~Rock City to host the FOAK, we are concurrently examining potential alternative sites, including other locations owned by the owner and developer~~ of ~~Rock~~certain ~~City.~~PIPE ~~To that effect, we signed an amendment to the original MoU on September 3, 2025 which provides us with an additional potential FOAK site~~warrants.

~~Recent~~Provision ~~Developments~~for income taxes

~~Engineering~~Provision ~~Services~~(or ~~Agreement~~benefit) for income taxes consists of the expense or income related to income taxes.

OnResults ~~July 11, 2025, we entered into an engineering services agreement with Nine, a related party, to support the design~~ of the SOLO project. Per the terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $215 (€184 Euros) plus value added tax (“VAT”), including an initial payment of $131 that was paid in September 2025.Operations

19The Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

~~FPoliSolutions~~The ~~LLC~~following ~~Agreement~~table sets forth our results for the periods indicated and the changes between periods:

On July 23, 2025, we entered into an engineering services agreement with FPoliSolutions LLC (FPoli Solutions), a related party. As per the terms of the agreement, FPoliSolutions will provide support for the development of the SOLO Micro Modular Reactor including technical assistance in safety analysis, hazard modeling, radiological consequence evaluation, risk-informed safety assessments, and techno-economic analysis. The work was completed in September 2025.

	For The Three Months Ended March 31,
	2026			2025			$ Variance			% Variance
Operating expenses:
General and administrative	$	5,396		$	1,416		$	3,980			281	%
Development costs		1,238			33			1,205			3,652	%
Total operating expenses		6,634			1,449			5,185			358	%
Loss from operations		(6,634	)		(1,449	)		5,185			358	%

Other income (expenses):
Other income, net		2,780			1			2,779			NM
Change in fair value - share settled contingent liability		(3,335	)		-			(3,335	)		NM
Change in fair value - warrant liabilities		83			-			83			NM
Total other (expense) income, net		(472	)		1			(473	)		NM
Loss before income taxes		(7,106	)		(1,448	)		(5,658	)		(391	)%
(Provision) benefit for income taxes		-			-			-			0	%
Net loss	$	(7,106	)	$	(1,448	)	$	(5,658	)		(391	)%

Q3NM ~~2025~~– ~~Bridge~~not ~~Loans~~meaningful

InOperating August and September 2025, multiple lenders committed to loan $690 to the Company, in the aggregate, to be evidenced by unsecured debt note subscription agreements (the “Q3 2025 Bridge Loans”). In August and September 2025, each of the lenders entered into an unsecured debt note subscription agreement. In accordance with the terms of the agreements, the Q3 2025 Bridge Loans bear interest at a fixed annual rate of 15%, PIK and calculated on the outstanding principal balance. The Q3 2025 Bridge Loans mature one year from their respective issuance dates and are subject to mandatory early redemption upon the consummation of a qualifying business combination, such as the Merger. In such an event, all accrued and unaccrued interest becomes immediately due and payable on the 30th day following the completion of the qualifying transaction.Expenses

InGeneral ~~August~~ and September 2025, the Company entered into letter agreements to convert the Q3 2025 Bridge Loans into ordinary shares of Terra Innovatum Global N.V. if the Merger is completed (the “Q3 2025 Bridge Loan Conversion”). Per the terms of the agreements, if the Q3 2025 Bridge Loan Conversion happens at the time of the Merger, the shares will be priced at $7.00 each. If the Merger does not occur by April 30, 2026, the August Bridge Loan Conversion price will instead be based on a valuation of $100,000 divided by the fully diluted equity of Terra. If the Merger is successful, the shares will be issued by Terra Innovatum Global N.V.; if not, they will be issued by Terra or its parent company. If the Merger is completed, Terra is released from its obligations, and Terra Innovatum Global N.V. assumes them. If the Merger is not completed, the lenders are also entitled to a liquidation preference for shares received upon conversion, the lender is also entitled to a liquidation preference, receiving either 150% of the conversion price or a pro rata share of the liquidation proceeds, whichever is greater.administrative

~~Bridge~~General ~~Loan~~and ~~Amendments~~administrative expenses increased by $3,980 for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases of (i) $2,359 for compensation to third parties, (ii) $644 for insurance, (iii) $458 for Board of Director compensation, (iv) $144 for development costs, (v) $125 for transportation, (vi) $69 for food and lodging, (vii) $51 for conference and seminar registration fees, (viii) $33 for advertising, (ix) $31 for professional fees, (x) $23 for rental, and (xi) $21 for filing fees. The remaining $22 net change is primarily driven by employee benefits, consultancy fees, representation expenses, commissions, and other miscellaneous expenses.

In August 2025, we amended our Bridge Loan agreements that were in effect at the time. The liquidation preference in each agreement was modified to apply only upon termination of the Merger and entitles lenders to the greater of 150% of the conversion price, as defined, or a pro rata share of the equity issuer’s assets based on their ownership percentage. Upon consummation of the Merger, the liquidation preference will terminate. The amendment defines the coverage amount as 100% of the total number of shares issued upon conversion. Following the Merger, lenders will receive two sets of warrants to subscribe to a number of ordinary shares of the Company equal to the coverage amount, priced at $11.50 and $15.00 per share respectively. These warrants are exercisable within 36 months and do not include anti-dilution rights.20

~~Additionally,~~We ~~lenders~~expect ~~are obligated~~ to ~~use~~continue ~~their~~to incur ~~best~~additional ~~efforts~~general toand ~~actively~~administrative ~~support~~expenses ~~PIPE~~as ~~fundraising~~a ~~efforts~~result ~~and~~of ~~will~~operating ~~earn~~as a 3%public ~~commission~~company, onincluding expenses related to compliance with the ~~funds~~rules ~~raised~~and ~~through~~regulations ~~their efforts~~of the SEC and Nasdaq Stock Market, ~~payable~~additional ininsurance ~~cash~~costs, orinvestor ~~ordinary~~relations ~~shares~~activities ofand ~~Terra~~other administrative ~~Innovatum~~and ~~Global~~professional atservices. ~~the~~As ~~applicable~~a ~~conversion~~result, ~~price~~we ifexpect ~~the~~general ~~Merger~~and isadministrative ~~consummated~~expenses to increase in absolute dollars in future periods.

~~Senior~~Development ~~Advisor Agreement~~costs

InDevelopment ~~August~~costs ~~2025, we entered~~increased ~~into~~by a$1,205 ~~senior~~for ~~advisor~~the ~~agreement~~three ~~with~~months ~~Alex~~ended ~~Spiro~~March ~~who~~31, ~~will~~2026 ~~engage~~compared ~~as an independent contractor~~ to ~~serve as a strategic advisor and promoter for~~ the ~~Company,~~same ~~particularly~~period in ~~connection~~2025 ~~with~~primarily ~~the~~due ~~Merger.~~to ~~The~~increases ~~term~~ of ~~the~~(i) ~~agreement~~$1,059 isin ~~36 months and outlines Mr. Spiro’s responsibilities,~~technical ~~including~~consultancy ~~strategic advisory~~fees, ~~business~~(ii) ~~development,~~$68 ~~investor~~in ~~introductions,~~salaries and ~~support~~wages, ~~for~~(iii) ~~commercial~~$53 ~~agreements~~in ~~related~~other topayroll ~~SOLO.~~and ~~Compensation includes a one-time grant of 180~~benefits,~~000~~ ~~restricted~~and ~~shares~~(iv) $24 in ~~the~~employee ~~post-combination~~income ~~public~~tax ~~entity~~withholding. The ~~(vesting~~remaining ~~over 36 months) and~~ $1% ~~commission on~~increase ~~qualifying~~is ~~new~~primarily ~~business~~driven heby ~~originates~~travel costs.

20Other Income (Expense)

~~Advisory~~Other ~~Engagement~~income, ~~with B. Riley Securities~~net

InOther ~~September 2025~~income, ~~Terra Innovatum~~net ~~Global~~was ~~N.V.~~$2,780 for ~~entered~~the ~~into~~three anmonths ~~agreement~~ended ~~with~~March B.31, ~~Riley Securities~~2026, ~~Inc.~~which ~~(“B.~~primarily ~~Riley”)~~consists toof ~~serve~~$2,168 asof ~~its~~net ~~financial~~foreign ~~advisor in~~currency ~~connection~~gains ~~with the Company’s business combination~~ and ~~transition~~$612 toof ainterest ~~public company~~income. ~~The engagement commenced retroactively~~ onOther ~~August 19~~income, ~~2025,~~net ~~and~~was is$1 ~~set~~ for athe ~~12-month~~three ~~term,~~months ~~subject~~ended toMarch ~~termination~~31, ~~by either party with 10 days’ written notice~~2025.

~~Under~~Change ~~the~~in ~~terms~~fair ofvalue ~~the~~– ~~agreement, the~~share ~~following~~settled ~~cash~~contingent ~~fees are due:~~liability

●There was a $~~150~~3,335 ~~that~~unrealized ~~was~~loss ~~paid~~in ~~immediately~~fair ~~upon~~value attributable to the ~~close~~change in fair value of the ~~business~~share ~~combination;~~settled contingent liability for the three months ended March 31, 2026. There was no share settled contingent liability during the same period in 2025.

●Change ~~$125,~~in ~~payable~~fair 90value — warrant ~~days after the close;~~liabilities

●The $~~125~~83 unrealized gain in fair value attributable to warrant liabilities for the three months ended March 31, ~~payable~~2026 ~~180~~consists ~~days~~of ~~after~~the change in fair value of certain PIPE warrants. There was no warrant liability during the ~~close~~same period in 2025.

~~These~~Provision ~~fees~~for ~~are~~income ~~in consideration of B. Riley’s services, which include advising on the business combination, capital markets strategy, and other customary investment banking services.~~taxes

The ~~agreement~~provision ~~also includes standard indemnification provisions and limitations of liability, and provides~~ for ~~additional~~income ~~compensation~~taxes ofwas $20 ~~per~~for ~~person, per day,~~the ~~plus~~three ~~expenses,~~months ifended B.March ~~Riley~~31, ~~personnel~~2026 ~~are~~and ~~required to testify in any proceedings related to the engagement~~2025.

~~Business~~Net ~~Combination and Public Listing~~loss

OnNet ~~October~~loss 9,for ~~2025,~~the ~~Terra~~three months ~~Innovatum~~ended ~~Global~~March ~~consummated~~31, ~~its~~2026 ~~previously~~was ~~announced~~$7,106 ~~business~~compared ~~combination~~to ~~with~~$1,448 ~~GSR~~for ~~III~~the ~~Acquisition~~three ~~Corp~~months ended March 31, 2025. ~~(“GSR~~The ~~III”)~~$5,658 ~~pursuant~~net change was primarily due to the ~~Merger~~$5,185 ~~Agreement~~increase ~~dated~~in ~~April~~operating ~~21,~~expenses ~~2025~~and $3,335 ~~among~~change ~~Terra~~in fair value of the share settled contingent liability. These increases were partially offset by increases of $2,779 ~~GSR~~in ~~III~~other income, net and ~~other~~$83 ~~parties~~in ~~thereto~~fair ~~(the~~value ~~“Merger”)~~of warrant liabilities.

~~Pre-Closing~~Liquidity ~~Restructuring~~and Capital Resources

~~Prior~~Liquidity represents our ability to ~~the~~generate ~~Merger~~sufficient cash to support ongoing operations, ~~Terra~~meet obligations, and fund future growth. Since inception, we have financed our activities primarily ~~completed~~through acapital ~~series~~contributions, as we have not yet generated revenue from our core operations. We do not expect to generate meaningful revenue unless and until we complete development, obtain regulatory licenses, and enter the commercialization phase of ~~restructuring~~the ~~steps~~SOLO, (which we do not anticipate before 2028. Accordingly, we are dependent on our existing cash resources to fund operations while we advance toward commercialization. In the ~~“Terra~~short ~~Pre-Closing~~term, ~~Restructuring~~our liquidity is supported by the proceeds received upon closing the Business Combination on October 9, 2025 (“Closing”), ~~designed~~which, totogether ~~facilitate~~with the ~~transaction:~~related PIPE financing, generated net proceeds of approximately $106,713. At Closing, all outstanding Bridge Loans converted into 851,483 ordinary shares at a price of $7.00 per share, eliminating near-term debt service commitments. We expect to outsource manufacturing activities, which reduces near-term capital expenditure requirements.

●As ~~Formation~~ of ~~Terra~~March ~~Innovatum~~31, ~~Global~~2026, ~~Srl:~~we had Oncash ~~April~~of 29$96,701 ~~2025~~and an accumulated deficit of approximately $614,382. ~~Terra~~Net ~~Innovatum~~cash ~~Global~~used in operating activities was ~~formed~~$3,856 ~~with~~for the ~~same~~three months ~~ownership~~ended ~~structure~~March as31, ~~Terra~~2026. We have historically incurred recurring operating losses and generated negative cash flows from operations.

● Contribution of Ownership Interests: On June 23, 2025, the quotaholders of Terra contributed 100% of their ownership interests in Terra to Terra Innovatum Global, resulting in Terra becoming a wholly owned subsidiary of Terra Innovatum Global.21

~~Merger~~We continue to evaluate and pursue potential liquidity-enhancing actions, which may include equity or debt financing, strategic transactions, or other funding arrangements; however, no definitive agreements are currently in place. Until sufficient funding is obtained or obligations are otherwise satisfied, we may be required to limit discretionary spending and defer or scale back certain planned activities.

~~Following~~Our ~~the~~primary ~~Merger,~~sources ~~Terra Innovatum~~of ~~Global~~liquidity ~~was~~are ~~converted~~cash ~~from~~on ~~an Italian limited liability company into a Dutch public limited company~~hand, ~~Terra Innovatum N.V. and~~ ~~GSR III merged with~~ and ~~into~~our ~~GSR~~primary ~~III~~uses ~~Cayman~~of ~~Merger~~liquidity ~~Sub,~~are aoperating ~~wholly~~expenses ~~owned~~and ~~subsidiary,~~licensing ~~with~~activities. ~~GSR~~We ~~III~~continue ~~surviving~~to asactively amonitor ~~wholly~~our ~~owned~~liquidity ~~subsidiary~~position ofand ~~Terra~~may ~~Innovatum~~seek ~~Global~~additional ~~N.V.~~financing, ~~whose~~including ~~ordinary~~future ~~shares~~equity ~~commenced~~offerings, ~~trading~~strategic onarrangements, ~~The~~or ~~Nasdaq~~other ~~Stock~~capital-raising ~~Market~~transactions, ~~LLC~~to support ~~under~~our ~~the~~long-term ~~ticker~~development ~~symbol~~and ~~“NKLR” on~~commercialization ~~October 10, 2025~~strategy.

InCash ~~connection with the Merger, Terra Innovatum Global N.V.:~~Flows

●The ~~Issued~~following 70table provides detailed information about our net cash flows for the three months ended March 31,~~300,948~~ ~~ordinary~~2026 ~~shares.~~and 2025:

● Received PIPE proceeds totaling $36,790, pursuant to subscription agreements, consisting of the issuance of 3,683,500 PIPE shares, half warrants to purchase up to 1,841,750 ordinary shares at an exercise price of $12.00 per share, and quarter warrants to purchase up to 920,875 ordinary shares at an exercise price of $16.00 per share. Additionally, converted $5,690 in bridge loans into 851,483 ordinary shares at a conversion price of $7.00 per share.

	Three Months Ended March 31,
	2026			2025
Net cash provided by (used in):
Operating activities	$	(3,856	)	$	(199	)
Investing activities		(328	)		-
Financing activities		-			172
Net increase in cash	$	(4,184	)	$	(27	)

●Operating ~~Issued bridge warrants to purchase 851,483 ordinary shares at $11.50 per share and 851,483 ordinary shares at $15.00 per share, each exercisable for 36 months.~~Activities

●Net ~~Implemented~~cash ~~governance~~used ~~structures~~by ~~including~~operating activities ~~Audit~~for the three months ended March 31, ~~Compensation~~2026 was $3,856. This amount was primarily driven by (i) net loss of $7,106, (ii) non-cash adjustments of $3,038, (iii) net working capital decreases of $195, and ~~Nominating/Corporate~~(iv) ~~Governance~~an ~~Committees~~increase in other non-current liabilities of $17.

~~Conversion~~Net cash used by operating activities for the three months ended March 31, 2025 was $199. This amount was primarily attributable to (i) net loss of ~~Bridge~~$1,448, (ii) ~~Loans~~non-cash adjustments of $46, and (iii) net working capital decreases of $1,203.

~~Upon~~Investing the closing of the Merger, all outstanding bridge loans were converted into an aggregate of 851,483 ordinary shares of Terra Innovatum Global N.V. at a conversion price of $7.00 per share. In connection with the conversion, the Company issued to the lenders:Activities

●Net ~~Warrants~~cash toused ~~purchase~~by upinvesting toactivities ~~851~~for the three months ended March 31,~~483~~ ~~ordinary~~2026 ~~shares~~was at$328, anwhich ~~exercise~~was ~~price~~related to the purchases of ~~$11~~equipment.50 ~~per~~There ~~share;~~was ~~and~~no net cash from investing activities during the three months ended March 31, 2025.

●Financing ~~Warrants to purchase up to 851,483 ordinary shares at an exercise price of $15.00 per share.~~Activities

~~These~~There ~~warrants~~was ~~have~~no anet ~~term~~cash from offinancing 36activities during the three months ~~from~~ended ~~the~~March ~~date~~31, of2026. ~~issuance~~Net ~~and~~cash ~~were~~provided ~~issued~~by ~~pursuant~~financing toactivities for the ~~terms~~three months ended March 31, 2025 consisted of ~~the~~proceeds ~~amended~~of ~~bridge~~$172 from an interest-free loan ~~agreements~~agreement that we entered into with our shareholders on December 18, 2024.

2122

~~Engagement~~Critical ofAccounting ~~Investor~~Policies ~~Relations~~ and ~~Advisory Services~~Estimates

OnThere ~~October~~have ~~30,~~been ~~2025,~~no ~~Terra Innovatum~~material ~~Global~~changes ~~N.V. entered into an agreement with Alliance~~ to ~~provide~~our ~~investor~~critical accounting ~~relations~~policies and ~~advisory~~estimates ~~services.~~from ~~Under~~those ~~the~~disclosed ~~terms~~in ~~of the~~our ~~agreement,~~Annual ~~Alliance~~Report ~~will commence services~~ on ~~November~~Form 1,10-K ~~2025,~~for ~~and~~ the ~~initial~~year ~~term~~ended ~~will~~December ~~continue through April 30~~31, ~~2026, with automatic annual renewals thereafter unless terminated by either party with 60 days’ notice~~2025.

~~Terra~~Off-Balance ~~Innovatum~~Sheet ~~Global N.V. has agreed to pay Alliance a fixed monthly fee of $25, which includes up to 84 hours of services per month allocated as follows:~~Arrangements

●We ~~Investor~~do ~~relations,~~not ~~public~~have ~~relations~~any ~~and~~off-balance ~~media,~~sheet ~~capital~~arrangements (as ~~markets~~that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, ~~and~~expenses, ~~market~~results ~~intelligence:~~of 50operations, ~~hours~~liquidity, ~~for~~or ~~$17~~capital resources.

●Related ~~Social~~Party ~~media and communications: 14 hours for $4~~Transactions

●Refer ~~Business~~to ~~development~~Note ~~support:~~3. 20“Related ~~hours~~Party Transactions” of the Notes to our Financial Statements included elsewhere in this Form 10-Q for $5a discussion of related party transactions.

InRecent ~~addition,~~Accounting aStandards ~~monthly service fee of 3% of the monthly fee of $1 for access to market intelligence platforms~~ and ~~other support services.~~Pronouncements

~~The~~Refer ~~agreement~~to ~~also~~Note 2. “Summary of Significant ~~provides~~Accounting ~~for~~Policies” ~~additional~~of ~~fees~~the ~~for~~Notes ~~services~~to ~~beyond~~our ~~the~~Financial ~~scope~~Statements ofincluded ~~the~~elsewhere ~~engagement,~~in ~~including~~this ~~special~~Form ~~situations~~10-Q ~~such~~for asa ~~merger~~discussion ~~and acquisition~~of orrecent ~~crisis~~accounting standards ~~management~~and pronouncements.

~~Engagement~~ITEM of3. ~~Canaccord~~QUANTITATIVE ~~Genuity~~AND asQUALITATIVE ~~Capital Markets~~DISCLOSURES ~~Advisor~~ABOUT MARKET RISK

InWe ~~October~~are ~~2025,~~a ~~Terra~~smaller ~~Innovatum Global~~reporting ~~N.V.~~company ~~entered into an agreement with Canaccord Genuity LLC (“CG”) to serve~~ as ~~its~~defined ~~financial~~by ~~and~~Rule ~~capital~~12b-2 ~~markets~~of ~~advisor~~the ~~for~~Exchange aAct ~~one-year~~and ~~term.~~are ~~Under~~not ~~the~~required ~~agreement,~~to ~~CG will~~ provide ~~advisory~~the ~~services~~information ~~including~~otherwise ~~investor~~required ~~positioning,~~under ~~coordination~~this ~~of investor meetings, and participation in investor conferences, among other mutually agreed services~~item.

AsITEM ~~consideration~~4. ~~for~~CONTROLS ~~its services,~~AND ~~a total advisory fee of $700 is due, payable in three installments:~~PROCEDURES.

●(a) ~~$233~~Evaluation ~~which was paid upon execution~~ of ~~the~~Disclosure ~~agreement~~Controls inand ~~October 2025,~~Procedures

●We ~~$233~~conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 1531, 2026, our disclosure controls and procedures were not effective because of certain material weaknesses in our internal control over financial reporting, as further described below.

●(b) ~~$233~~Management’s ~~upon~~Report ~~the~~on ~~end~~Internal ofControl ~~the~~Over ~~term October 23, 2026.~~Financial Reporting

~~The~~Our ~~agreement~~management ~~includes~~is ~~standard~~responsible for establishing ~~indemnification~~and ~~provisions~~maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and ~~confidentiality~~15d-15(f) ~~obligations~~under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and ~~may~~Chief beFinancial ~~terminated~~Officer, or persons performing similar functions, and effected by ~~either~~our ~~party~~Board ~~with~~of 10Directors, ~~days’~~management ~~written~~and ~~notice~~other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). ~~cause~~Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as ~~defined~~necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of our company are being made only in accordance with authorization of management and directors of our company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the ~~agreement~~financial statements.

~~Capital Markets Advisory Agreement with The Benchmark Company~~23

InManagement ~~October~~assessed ~~2025,~~the ~~Terra~~effectiveness ~~Innovatum~~of our internal ~~Global~~control ~~N.V.~~over ~~entered~~financial ~~into~~reporting aas ~~capital~~of ~~markets~~March ~~advisory~~31, ~~agreement~~2026. ~~with~~In ~~The~~making ~~Benchmark~~this ~~Company~~assessment, ~~LLC~~management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework (or “~~Benchmark~~COSO Framework”). Based ~~for~~on aits ~~term~~evaluation, management has concluded that we did not maintain effective internal control over financial reporting as of March 2431, ~~months.~~2026 ~~Under~~due to the ~~agreement~~existence of four material weaknesses, ~~Benchmark~~described ~~will~~further ~~provide~~below. ~~advisory~~A ~~services~~material ~~including~~weakness, ~~assistance~~as ~~with~~defined ~~research~~under ~~coverage~~standards established by the Public Company Accounting Oversight Board’s Auditing Standard No. 2, ~~investor~~is ~~meetings~~a control deficiency, ~~non-deal~~ ~~roadshows~~or a combination of control deficiencies, ~~and~~that ~~participation~~results in ~~Benchmark-hosted~~more ~~investor~~than ~~conferences~~a remote likelihood that material misstatement of annual or interim financial statements would not be prevented or detected. We describe the material weaknesses in the following section.

As(c) ~~compensation~~Material ~~for~~Weakness ~~these~~in ~~services,~~Internal aControls ~~total~~Over ofFinancial ~~$600 fees are due, structured as follows:~~Reporting

●We ~~$300~~did not maintain effective internal controls over financial reporting, based on the criteria established in ~~cash~~the COSO Framework, ~~payable~~which 12resulted ~~months~~in ~~from~~deficiencies in principles associated with the ~~agreement~~control ~~date~~environment ~~(“Advisory~~and ~~Fee~~its ~~Year~~ongoing ~~1”)~~evaluation by management. These control deficiencies constituted material weaknesses, either individually or in the aggregate, relating to:

● ~~$300~~The inlack ~~cash~~of sufficient Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) control environment, ~~payable~~including: 24(i) ~~months~~insufficient ~~from~~structured reporting to our Board of Directors and Audit Committee on the ~~agreement~~design ~~date~~and operating effectiveness of internal controls over financial reporting; (~~“Advisory~~ii) ~~Fee~~the ~~Year~~organization 2”has not attracted, developed, or retained personnel with the competence required to design and execute SOX-compliant controls, including the competence to scope, review and challenge the work of the external accounting valuation and tax specialists on which it relies; (iii) organizational structures, reporting lines and authorities for the financial reporting function have not been formally defined, which is the structural driver of the segregation of duties condition; and (iv) no individual has been formally designated as accountable for our Sarbanes-Oxley compliance program.

~~These~~● ~~fees~~Following ~~are~~completion ~~subject~~of toour ~~reduction~~de-SPAC bytransaction ~~any~~we ~~fees paid~~did tonot ~~Benchmark~~perform ~~for~~a ~~other~~formal ~~transactions~~assessment ~~during~~of the ~~term,~~impact upof tothis achange ~~maximum~~on ~~offset~~our ofinternal ~~$600~~control environment. InAs a result: (i) financial reporting objectives have not been defined in the ~~event~~context of apublic ~~change~~company ofobligations; ~~control~~(ii) ~~during~~ risks to achieving those objectives have not been formally identified or assessed; (iii) no fraud risk assessment has been performed; (iv) accountability for the ~~term,~~risk-assessment process has not been assigned; and (v) no evaluation was performed to assess the ~~full~~delta ~~Advisory~~between ~~Fee~~our ~~becomes~~existing ~~immediately~~control ~~due~~environment and ~~payable~~the requirements of an SEC registrant.

22● Our failure to uplift our internal controls following our de-SPAC transaction. Specifically: (i) key controls lack documented evidence of review sufficient for audit purposes; (ii) data used in controls has not been validated for completeness and accuracy; (iii) third-party data is relied upon without evaluation of service organization controls or mapping of complementary user entity controls, and reliance on external specialists engaged for complex accounting, valuation and tax matters is not subject to structured internal review and challenge; (iv) no formal SOX policies or procedures have been documented; and (v) IT General Controls have not been scoped or evaluated.

~~Engagement~~● ofWe ~~Roth~~do ~~Capital~~not ~~Partners~~have asa ~~Capital~~monitoring ~~Markets~~program ~~Advisor~~to assess whether internal controls over financial reporting are present and operating effectively on an ongoing basis.

●These ~~Development~~material weaknesses created a reasonable possibility that a material misstatement of ~~capital~~our ~~market~~annual ~~strategy~~or interim financial statements will not be prevented or detected on a timely basis as of March 31, 2026.

●Management ~~Institutional~~has ~~investor~~developed ~~relationship~~a ~~development~~plan to remediate the identified material weaknesses, and we expect to begin implementing these remediation efforts in 2026 and to include the following measures:

● ~~Participation~~designating ina ~~Roth~~Sarbanes-Oxley ~~conferences~~compliance ~~and~~program ~~investor meetings,~~owner;

● ~~Non~~engaging external Sarbanes-~~deal~~Oxley ~~roadshows~~advisors to provide training and ~~related~~advisory support.;

As● ~~compensation~~evaluating ~~for~~the ~~these~~need ~~services,~~for ~~advisory~~additional ~~fees of~~qualified ~~$350~~finance ~~are due, structured as follows:~~headcount;

● ~~$105,~~establishing ~~payable~~audit ~~upon~~committee ~~execution~~reporting ofon ~~the~~internal ~~agreement~~control ~~(October 27, 2025),~~status;

● ~~$245,~~performing ~~payable~~a formal de-SPAC transition impact assessment on ~~January~~internal 1controls, ~~2026.~~including documenting the gap between current-state controls and SOX requirements as the baseline for the remediation roadmap;

~~The~~● ~~agreement~~performing ~~includes~~a ~~standard~~formal ~~indemnification provisions~~fraud ~~and~~risk ~~arbitration~~assessment ~~clauses~~over ~~and~~financial ~~may~~reporting beand ~~terminated~~reporting ~~with~~the 90results ~~days’~~to ~~written~~the ~~notice.~~Audit Committee;

~~Engagement~~● ofdeveloping ~~Outside~~SOX ~~The~~policies ~~Box~~and ~~Capital~~procedures ~~for~~and ~~Marketing~~control ~~Services~~templates;

In● ~~October~~implementing ~~2025,~~data ~~Terra~~validation ~~Innovatum~~protocols ~~Global N.V. entered into a marketing services agreement with Outside The Box Capital Inc. (“OTBC”) to provide marketing and distribution services~~ for aall ~~three-month~~control ~~initial term beginning on November 3, 2025 and ending on May 3, 2026.~~inputs;

~~Under~~● ~~the~~obtaining ~~agreement,~~and ~~OTBC~~reviewing ~~will~~SOC-1 ~~provide~~reports ~~services including:~~for key third-party vendors and completing CUEC mapping; and

● ~~Strategic~~scoping ~~planning~~ and ~~campaign~~commencing ~~checkpoints,~~an IT general controls assessment with support from an IT audit specialist.

●(d) ~~Social~~Changes ~~media~~in ~~and~~Internal ~~community~~Control ~~engagement,~~over Financial Reporting

●There ~~Distribution~~were ofno ~~company-approved~~changes ~~materials~~during ~~across~~the ~~platforms~~quarter ~~such~~ended March ~~as Reddit~~31, ~~Discord~~2026, ~~Telegram,~~in ~~Twitter~~our internal control over financial reporting that materially affected, ~~and~~or ~~StockTwits~~are reasonably likely to materially affect, our internal control over financial reporting.

~~● Influencer-based video features and Q&A content.~~25

AsPART ~~compensation,~~II a– ~~total~~OTHER ~~of $100 is payable in three equal monthly installments of $33.~~INFORMATION

~~Execution~~ITEM of1. ~~Engineering~~LEGAL ~~and Feasibility Agreement for SOLO Reactor~~PROCEEDINGS.

InWe ~~November~~are, ~~2025~~and from time to time, ~~Terra~~we ~~Innovatum~~may ~~Global~~become ~~N.V.~~involved in legal proceedings ~~entered~~or ~~into~~be ansubject ~~agreement~~to ~~with~~claims ~~ATB~~arising ~~Riva~~in ~~Calzoni~~the Sordinary course of our business.~~p.A.~~ ~~(“ATB”)~~We toare ~~conduct~~not presently a ~~feasibility~~party ~~and~~to ~~industrialization~~any ~~study~~legal ~~(“Phase 1”)~~proceedings ~~for~~that in the ~~SOLO~~opinion ~~Micro~~of ~~Modular~~our ~~Nuclear~~management, ~~Reactor~~if ~~project.~~determined ~~The~~adversely ~~agreement~~to ~~outlines~~us, awould ~~comprehensive~~individually ~~scope~~or oftaken ~~engineering,~~together ~~fabrication planning,~~have ~~cost~~a ~~analysis,~~material ~~and~~adverse ~~regulatory~~effect ~~support~~on ~~activities~~our business, tofinancial becondition ~~performed~~or byoperating ~~ATB~~results.

23Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

~~Under~~ITEM ~~the agreement, total consideration based on estimated man-hours and hourly rates as defined in the agreement is due~~1A. ~~The~~RISK ~~payment structure includes:~~FACTORS.

●We ~~10%~~are a smaller reporting company as defined by Rule 12b-2 of the ~~total~~Exchange ~~price~~Act ~~payable~~and ~~within~~are 7not ~~days~~required ofto ~~execution~~provide the information otherwise required under this item.

●ITEM ~~The~~2. ~~remaining~~UNREGISTERED ~~balance~~SALES ~~payable~~OF ~~monthly~~EQUITY ~~based~~SECURITIES, onUSE ~~progress~~OF ~~milestones~~PROCEEDS AND ~~and~~ISSUER ~~time~~PURCHASES ~~sheets.~~OF EQUITY SECURITIES

~~The~~Not ~~agreement allows for price adjustments if actual man-hours exceed estimates by more than 5%, or if additional activities are agreed upon~~applicable. ~~Any such adjustments will be subject to separate written agreement.~~

~~The~~ITEM ~~term of the agreement is a minimum of 6 months and up to 24 months, effective upon receipt of the advance payment~~3. ~~Either~~DEFAULTS ~~party~~UPON ~~may~~SENIOR ~~terminate the agreement under specified conditions, including non-payment or breach.~~SECURITIES

WeNot may enter into additional advisor agreements with other independent contractors to provide strategic advisory, business development, investor introductions, and support for commercial agreements related to SOLOapplicable. ~~Compensation may include equity interests in the post-combination public entity.~~

~~Financial~~ITEM ~~Performance~~4. MINE SAFETY DISCLOSURES.

~~For~~Not ~~the three months ended September 30, 2025 and 2024, we reported a net loss of $2,987 and net income of $16, respectively~~applicable. For the nine months ended September 30, 2025 and 2024, we reported a net loss of $5,580 and net income of $36, respectively. Net cash used in operating activities was $3,688 for the nine months ended September 30, 2025, and net cash provided by operating activities was $12 for the nine months ended September 30, 2024. As noted in our financial statements, we had an accumulated deficit of $5,617 as of September 30, 2025.

~~Key~~ITEM ~~Factors~~5. ~~and~~OTHER ~~Trends Affecting Our Business and Results of Operations~~INFORMATION.

We ~~believe~~None. ~~the following factors and trends may cause previously reported financial information not to be necessarily indicative of future operating results or future financial conditions:~~

~~● Product Development Plan~~26

~~The~~ITEM ~~commercial rollout of any advanced nuclear reactors depends on securing regulatory approvals for its design, construction, and operation~~6. ~~Our regulatory engagement plan was submitted to the NRC, and the NRC is currently reviewing a number of safety related topics related to SOLO~~EXHIBITS. ~~Although our team has significant prior experience working with the NRC, we cannot control NRC’s review process and review periods may take longer than anticipated.~~

● Macroeconomic Conditions and Global Market Dynamics

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover page from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 formatted in Inline XBRL (included in Exhibit 101).

~~Our~~* ~~business~~Filed operates in a complex global environment with multiple interconnected economic factors that can significantly impact our technological development, regulatory trajectory, and potential market penetration. As a nuclear technology company with an international human capital strategy and multinational supply chain, we are sensitive to macroeconomic trends and risks.herewith

~~● Global Supply Chain Dynamics~~27

We utilize a strategic outsourced manufacturing approach for the SOLO Micro-Modular Nuclear Reactor, leveraging international human resources and implementing an international manufacturing model for our FOAK reactor. This strategy exposes us to global supply chain vulnerabilities, including potential impacts from geopolitical tensions, trade agreements, tariffs, and manufacturing disruptions. Our current assembly preparation in Europe for reactor deployment in the U.S. introduces additional complexity in navigating international trade regulations, currency exchange risks, and logistical challenges.SIGNATURES

24Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By partnering with specialized suppliers certified in nuclear engineering and precision manufacturing, we aim to avoid significant capital investments in manufacturing facilities and concentrate our resources on core competencies such as reactor design, technological innovation, and regulatory compliance. Our procurement strategy involves direct engagement with multiple suppliers for critical components, ensuring supply chain reliability and maintaining the flexibility to adapt our technology to evolving market and regulatory requirements.

Date: June 30, 2026	Terra Innovatum Global N.V.

	/s/ Alessandro Petruzzi
	Name: Alessandro Petruzzi
	Title: Chief Executive Officer
	(Principal Executive Officer)

	/s/ Katherine Williams
	Name: Katherine Williams
	Title: Chief Financial Officer
	(Principal Financial and Accounting Officer)

~~● Inflation and Cost Pressures~~28

Inflationary trends represent a risk to our development trajectory. Escalating costs in specialized manufacturing, regulatory compliance, technical talent acquisition, and raw material procurement could potentially erode our projected economic advantages.

● Energy Market Evolution

The global energy transition, driven by decarbonization efforts and increasing demand for reliable low-carbon baseload power, creates both opportunities and challenges. The explosive growth in data center energy requirements, particularly with artificial intelligence (“AI”) and computational infrastructure expansion, presents a promising market segment. However, economic growth cycles, shifts in energy policy, and potential slowdowns in technological adoption could materially affect our market positioning and revenue projections.

To mitigate the AI driven market concentration risks, we have strategically designed SOLO with multi-sector versatility, targeting a diverse range of energy-intensive industries including industrial manufacturing (cement, steel, mining, paper production), critical infrastructure services (airports, ports, logistics hubs), agricultural and food processing applications (greenhouses, vertical farming, food processing plants), energy storage (ammonia production, pink hydrogen) and essential utility services like desalination and water treatment. This intentional market diversification allows us to create resilience against sector-specific economic fluctuations, leveraging SOLO’s ability to provide both electricity and thermal energy across multiple high-demand sectors, including emerging opportunities in medical radioisotope production.

● Regulatory and Geopolitical Landscape

Our multinational operational model requires navigating complex regulatory environments across different jurisdictions. Changes in nuclear energy policies and geopolitical tensions could significantly impact our potential market access. The evolving global stance on nuclear energy, particularly small modular reactors, introduces both strategic opportunities and potential regulatory constraints.

● Technological and Labor Market Dynamics

The specialized nature of our technology demands access to a global pool of highly skilled technical talent. Potential labor market shifts, competition for specialized nuclear engineering expertise, and varying international education and training standards could influence our human resource strategy and technology development velocity.

● Economic Uncertainty Factors

Macroeconomic uncertainties, including potential recessionary periods, fluctuations in investment trends in energy related technology, and broader economic growth patterns, could affect our funding capabilities, customer acquisition strategies, and overall business development trajectory.

● Funding and Investment

We have limited financial resources. There can be no assurance that sufficient funding will be available to us to fund our operating expenses and to further develop our business. We anticipate that we will likely need to raise additional capital to fund our operations while we implement and execute our business plan.

Emerging Growth Company and Smaller Reporting Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Until the company is considered to be an emerging growth company, the company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting ordinary shares held by non-affiliates is $250,000 or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100,000 during the most recently completed fiscal year and our voting and non-voting ordinary shares held by non-affiliates is $700,000 or more measured on the last business day of our second fiscal quarter.

Segment Reporting

We operate as one operating segment with a focus on nuclear energy. Our Chief Executive Office (“CEO”) and founding officers are the Chief Operating Decision Makers as this committee is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole.

Results of Operations

The period to period comparisons of our results of operations have been prepared using the historical periods included in our financial statements. The following discussion should be read in conjunction with the financial statements and related notes included elsewhere in this Form 10-Q.

Key Components of Results of Operations

Revenue

To date, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products for the foreseeable future.

Operating Expenses

General and administrative

Our general and administrative consists primarily of advisory fees in connection with the Merger, legal fees, audit and accounting services fees, board of directors compensation, fees for management consultancy services, fees for public relations consultancy services, fees for compliance and regulatory, fees for food and lodging, fees for other professional services, software fees, bank fees, taxes, and employee benefit expense.

Development costs

Our development costs consist of salaries, personnel costs, and technical and engineering studies.

Other income (expenses)

Other income — related party

Our other income-related party consists of fees from engineering consulting services that we provide to related parties that are unrelated to our core business. We do not expect to earn these fees following the Business Combination.

Other income (expenses)

Our other income (expenses) consists primarily of foreign currency transaction gains and losses and interest on value added tax.

Interest expense

Our interest expense consists of interest recorded for the outstanding Bridge Loans.

Change in fair value — warrant liability

Our change in fair value — warrant liability consists of the change in fair value of certain Bridge Loan warrants, which were initially recorded at fair value as a warrant liability.

Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following table sets forth our historical results for the periods indicated and the changes between periods:

	Three Months Ended September 30
	2025			2024			$ Variance			% Variance
Operating expenses:
General and administrative	$	2,135		$	2		$	2,133			NM
Development costs		155			16			139			NM
Total operating expenses		2,290			18			2,272			NM
Loss from operations		(2,290	)		(18	)		(2,272	)		NM
Other income (expenses):
Other income - related party		-			34			(34	)		(100	)%
Other expense		(160	)		-			(160	)		NM
Interest expense		(537	)		-			(537	)		NM
Change in fair value - warrant liability		-			-			-			NM
Total other (expense) income, net		(697	)		34			(731	)		NM
Net (loss) income	$	(2,987	)	$	16		$	(3,003	)		NM
Other comprehensive (loss) income
Change in foreign currency translation adjustment		(49	)		27			(76	)		NM
Total comprehensive (loss) income	$	(3,036	)	$	43		$	(3,079	)		NM

Operating Expenses

General and administrative

General and administrative increased by $2,133 for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to increases of $913 for fees for management consultancy services, $743 due to legal services, $181 due to audit and accounting services, $147 due to other professional fees, $95 due to board of directors compensation, $59 due to fees for public relations consultancy services, $56 due to compliance and regulatory fees, $18 due to food and lodging expenses, $11 due to advisory fees in connection with the SPAC transaction discussed in the “Business Combination and Public Listing” section above, offset by a net decrease of $90 of miscellaneous expenses.

We expect to continue to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq Stock Market, additional insurance costs, investor relations activities and other administrative and professional services. As a result, we expect general and administrative expenses to increase in absolute dollars in future periods.

Development costs

Development costs increased by $139 for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to increases in travel and entertainment expenses of $67 and $72 due to technical and engineering studies.

Other income (expenses)

Other income — related party

Other income — related party decreased by $34 for the three months ended September 30, 2025 compared to the same period in 2024. We provided engineering consulting services unrelated to our core business during the three months ended September 30, 2024. No such services were provided during the three months ended September 30, 2025.

Other income (expense)

Other income increased by $160 during the three months ended September 30, 2025 compared to the same period in 2024. The increase was primarily due to $159 of foreign currency transaction losses.

Interest expense

Interest expense totaled $537 for the three months ended September 30, 2025, attributable to the Bridge Loans. There was no interest expense during the same period in 2024.

Net loss

Net loss for the three months ended September 30, 2025 was $2,987 as compared to net income of $16 for the three months ended September 30, 2024. The $3,003 net change was due to an increase of $2,272 in loss from operations and an increase of $731 in other expense, net.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following table sets forth our historical results for the periods indicated and the changes between periods:

	Nine Months Ended September 30,
	2025			2024			$ Variance			% Variance
Operating expenses:
General and administrative	$	5,655		$	7		$	5,648			NM
Development costs		244			53			191			NM
Total operating expenses		5,899			60			5,839			NM
Loss from operations		(5,899	)		(60	)		(5,839	)		NM
Other income (expenses):
Other income - related party		-			96			(96	)		(100	)%
Other expense		(215	)		-			(215	)		NM
Interest expense		(726	)		-			(726	)		NM
Change in fair value - warrant liability		1,260			-			1,260			NM
Total other income (expense), net		319			96			223			NM
Net (loss) income	$	(5,580	)	$	36		$	(5,616	)		NM
Other comprehensive (loss) income
Change in foreign currency translation adjustment		(32	)		26			(58	)		NM
Total comprehensive (loss) income	$	(5,612	)	$	62		$	(5,674	)		NM

Operating Expenses

General and administrative

General and administrative increased by $5,648 for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to increases of $2,366 for fees for legal services, $1,234 due to fees for management consultancy services, $796 due to fees for audit and accounting services, $322 due to board of directors compensation, $284 due to advisory fees in connection with the SPAC transaction discussed in the “Business Combination and Public Listing” section above, $168 due to fees for public relations consultancy services, $154 due to other professional fees, $74 due to compliance and regulatory fees, $64 due to food and lodging expenses, and $186 of miscellaneous expenses.

Development costs

Development costs increased by $191 for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to increases in travel and entertainment expenses of $119 and $72 due to technical and engineering studies.

Other income (expenses)

Other income — related party

Other income — related party decreased by $96 for the nine months ended September 30, 2025 compared to the same period in 2024. We provided engineering consulting services unrelated to our core business during the nine months ended September 30, 2024. No such services were provided during the nine months ended September 30, 2025.

Other expense

Other expense increased by $215 during the nine months ended September 30, 2025 compared to the same period in 2024. The increase was primarily due to $249 of foreign currency transaction losses and an increase of $3 of miscellaneous expenses, partially offset by $37 foreign currency transaction gains.

Interest expense

Interest expense totaled $726 for the nine months ended September 30, 2025, attributable to the Bridge Loans. There was no interest expense during the same period in 2024.

Change in fair value — warrant liability

Our change in fair value — warrant liability consists of the change in fair value of certain Bridge Loan warrants, which were initially recorded at fair value as a warrant liability and were reclassified to permanent equity during the period.

Net loss

Net loss for the nine months ended September 30, 2025 was $5,580 as compared to net income of $36 for the nine months ended September 30, 2024. The $5,616 net change was due to an increase of $5,839 in loss from operations and an increase of $223 in other income, net.

Liquidity, Going Concern, and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Since inception, we have financed our operations primarily through cash flows from capital contributions. To date, we have not generated any revenue from our core business operations. We do not expect to generate any meaningful revenue unless and until we are able to complete development, regulatory licensing and entering into the effective commercialization phase of the SOLO Micro-Modular Nuclear Reactor which we do not anticipate occurring before 2028. We will require additional capital to develop the SOLO Micro-Modular Nuclear Reactor and to fund operations for the foreseeable future. In the short term, we will fund our cash needs through funds raised through convertible bridge loans and funds to be received upon the closing of the Business Combination. Subsequent to June 30, 2025, we raised approximately $5,690 in bridge financing. It is a condition to closing that the GSR Available Cash be at least $25,000.

We will be outsourcing manufacturing. Consequently, we will not need to invest heavily in manufacturing facilities for the first 2 to 3 years while scaling up to 1,000 units per year. After that, Terra will most likely require co-investments with suppliers and contract manufacturers. If additional funding was made available earlier, we would be in a position to upfront some of the working capital and capital expenses requirements associated with a faster ramp up of the production capacity.

As of September 30, 2025, we had cash of $2,151 and an accumulated deficit of approximately $5,617. For the nine months ended September 30, 2025, we used approximately $3,688 of cash in operating activities and have historically incurred recurring losses and negative operating cash flows. These conditions initially raised substantial doubt about our ability to continue as a going concern within one year after the date the financial statements were issued.

Subsequent to the balance sheet date, on October 9, 2025, we completed the Merger see “Business Combination and Public Listing” below, which resulted in the conversion of $5,690 of Bridge Loans into equity and warrants and provided significant additional liquidity. Based on our current forecasts, expected cash outflows over the next 12 months to support FOAK development, engineering and licensing activities, and general business operations are not anticipated to exceed available liquidity. We therefore believe that existing cash will be sufficient to our working capital and capital expenditure requirements for at least the next 12 months.

Our primary sources of liquidity are cash on hand, and our primary uses of liquidity are operating expenses, licensing activities, and capital expenditures. We continue to monitor our liquidity position and may consider additional financing arrangements, including equity offerings, to support our growth strategy as appropriate.

Q3 2025 Bridge Loans

In August and September 2025, multiple lenders committed to loan $690 to the Company, in the aggregate, to be evidenced by unsecured debt note subscription agreements (the “Q3 2025 Bridge Loans”). In August and September 2025, each of the lenders entered into an unsecured debt note subscription agreement. In accordance with the terms of the agreements, the Q3 2025 Bridge Loans bear interest at a fixed annual rate of 15%, PIK and calculated on the outstanding principal balance. The Q3 2025 Bridge Loans mature one year from their respective issuance dates and are subject to mandatory early redemption upon the consummation of a qualifying business combination, such as the Merger. In such an event, all accrued and unaccrued interest becomes immediately due and payable on the 30th day following the completion of the qualifying transaction.

In August and September 2025, the Company entered into letter agreements to convert the Q3 2025 Bridge Loans into ordinary shares of Terra Innovatum Global N.V. if the Merger is completed (the “Q3 2025 Bridge Loan Conversion”). Per the terms of the agreements, if the Q3 2025 Bridge Loan Conversion happens at the time of the Merger, the shares will be priced at $7.00 each. If the Merger does not occur by April 30, 2026, the August Bridge Loan Conversion price will instead be based on a valuation of $100,000 divided by the fully diluted equity of Terra. If the Merger is successful, the shares will be issued by Terra Innovatum Global N.V.; if not, they will be issued by Terra or its parent company. If the Merger is completed, Terra is released from its obligations, and Terra Innovatum Global N.V. assumes them. If the Merger is not completed, the lenders are also entitled to a liquidation preference for shares received upon conversion, the lender is also entitled to a liquidation preference, receiving either 150% of the conversion price or a pro rata share of the liquidation proceeds, whichever is greater.

Bridge Loan Amendments

In August 2025, we amended our Bridge Loan agreements. The liquidation preference in each agreement was modified to apply only upon termination of the Merger and entitles lenders to the greater of 150% of the conversion price, as defined, or a pro rata share of the equity issuer’s assets based on their ownership percentage. Upon consummation of the Merger, the liquidation preference will terminate. The amendment defines the coverage amount as 100% of the total number of shares issued upon conversion. Following the Merger, lenders will receive two sets of warrants to subscribe to a number of ordinary shares of the Company equal to the coverage amount, priced at $11.50 and $15.00 per share respectively. These warrants are exercisable within 36 months and do not include anti-dilution rights. Additionally, lenders are obligated to use their best efforts to actively support PIPE fundraising efforts and will earn a 3% commission on the funds raised through their efforts, payable in cash or ordinary shares of Terra Innovatum Global at the applicable conversion price if the Merger is consummated.

Business Combination and Public Listing

On October 9, 2025, Terra Innovatum Global consummated its previously announced business combination with GSR III Acquisition Corp. (“GSR III”) pursuant to the Merger Agreement dated April 21, 2025, among Terra, GSR III, and other parties thereto (the “Merger”).

Pre-Closing Restructuring

Prior to the Merger, Terra completed a series of restructuring steps (the “Terra Pre-Closing Restructuring”) designed to facilitate the transaction:

● Formation of Terra Innovatum Global, Srl: On April 29, 2025, Terra Innovatum Global was formed with the same ownership structure as Terra.

Merger

Following the Merger, Terra Innovatum Global was converted from an Italian limited liability company into a Dutch public limited company, Terra Innovatum N.V. and GSR III merged with and into GSR III Cayman Merger Sub, a wholly owned subsidiary, with GSR III surviving as a wholly owned subsidiary of Terra Innovatum Global N.V. whose ordinary shares commenced trading on The Nasdaq Stock Market LLC under the ticker symbol “NKLR” on October 10, 2025.

In connection with the Merger, Terra Innovatum Global N.V.:

● Issued 70,300,948 ordinary shares.

● Issued bridge warrants to purchase 851,483 ordinary shares at $11.50 per share and 851,483 ordinary shares at $15.00 per share, each exercisable for 36 months.

● Implemented governance structures including Audit, Compensation, and Nominating/Corporate Governance Committees.

Conversion of Bridge Loans

Upon the closing of the Merger, all outstanding bridge loans were converted into an aggregate of 851,483 ordinary shares of Terra Innovatum Global N.V. at a conversion price of $7.00 per share. In connection with the conversion, the Company issued to the lenders:

● Warrants to purchase up to 851,483 ordinary shares at an exercise price of $11.50 per share; and

● Warrants to purchase up to 851,483 ordinary shares at an exercise price of $15.00 per share.

These warrants have a term of 36 months from the date of issuance and were issued pursuant to the terms of the amended bridge loan agreements.

Cash Flows

The following table provides detailed information about our net cash flows for the nine months ended September 30, 2025 and 2024:

	Nine Months Ended September 30,
	2025			2024
Net cash (used in) provided by :
Operating activities	$	(3,688	)	$	12
Investing activities		(94	)		-
Financing activities		5,759			-
Effect of exchange rate changes on cash and cash equivalents		105			-
Net increase in cash	$	2,082		$	12

Net Cash used in Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2025 was $3,688. This amount was related to (i) a net loss of $5,580, (ii) adjustments to reconcile net loss to net cash used in operating activities of $599, offset by (iii) working capital changes of $2,394, and (iv) $97 in changes in other non-current liabilities.

Net cash provided by operating activities for the nine months ended September 30, 2024 was $12. This amount was related to (i) net income of $36, offset by (ii) adjustments to reconcile net loss to net cash used in operating activities of $28, offset by working capital changes of $4.

Net Cash Used by Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2025 was $94. This amount was related to purchases of equipment.

Net Cash provided by Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2025 consisted of proceeds of $5,577 from the Bridge Loans, $195 from the 2025 Loan Agreement that we entered into with our quotaholders’ in the first quarter of 2025, capital contributions of $11, offset by payment of debt issuance costs for Bridge Loans of $24.

Critical Accounting Policies and Estimates

Critical Accounting Policy: Warrants

Our financial statements are prepared in accordance with U.S. GAAP. In connection with our financing activities, we have entered into bridge loan agreements that include detachable warrants. The accounting treatment for these instruments is governed by ASC 480-10 (Distinguishing Liabilities from Equity) and ASC 815-40 (Contracts in an Entity’s Own Equity). Based on the terms of the instruments, we first determine whether the warrants should be classified as equity or liability. Warrants that do not meet all criteria for equity classification are initially recorded at fair value, classified as a liability and subsequently remeasured at each reporting period. Warrants that meet all equity classification criteria are recorded at their initial fair value and recognized as a component of additional paid-in capital. This accounting policy is considered critical due to the complexity of the applicable guidance, the judgment required in classification, and the potential for material impact on our financial statements.

Critical Accounting Estimate: Fair Value of Warrants

The valuation of both equity-classified and liability-classified warrants involves significant estimation uncertainty. We use option pricing models that require management to make assumptions about key inputs, including expected volatility, risk-free interest rates, term to expiration, and the fair value of the underlying equity. These inputs are inherently subjective and difficult to predict, and even small changes in any of them can materially affect the resulting fair value. The estimation process is particularly sensitive to market conditions and company-specific developments. For example, the resolution of funding thresholds in June 2025 required a final fair value measurement and reclassification of certain warrants, which impacted earnings. We continuously evaluate these assumptions, and changes in inputs or classification could materially affect our financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, expenses, results of operations, liquidity, or capital resources.

Related Party Transactions

Refer to Note 4. “Related Party Transactions” of the Notes to our Financial Statements included elsewhere in this Form 10-Q for a discussion of related party transactions.

Recent Accounting Standards and Pronouncements

Refer to Note 3. “Summary of Significant Accounting Policies” of the Notes to our Financial included elsewhere in this Form 10-Q for a discussion of recent accounting standards and pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due to two material weaknesses that have been identified by management. Specifically, it was determined that we had inadequate segregation of duties within accounting processes due to limited personnel and we had insufficient written policies and procedures for accounting, IT and financial reporting and record keeping. Having just completed the Business Combination, we have just begun to address these issues.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this report:

No.		Description of Exhibit
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2025	TERRA INNOVATUM GLOBAL N.V.
	By:	/s/ Alessandro Petruzzi
		Name: Alessandro Petruzzi
		Title: Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Guillaume Moyen
		Name: Guillaume Moyen
		Title: Chief Financial Officer
		(Principal Financial and Accounting Officer)

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