{"url_path":"/sec/nklr/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 BUSINESS.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","accession_number":"0001213900-26-068933","cik":"0002067627","ticker":"NKLR","issuer_name":"Terra Innovatum Global N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","primary_entity_key":"0002067627","primary_entity_name":"Terra Innovatum Global N.V."},"word_count":4838,"has_tables":true,"body_markdown":"**ITEM 1. BUSINESS.**\n\n \n\n**The Company**\n\n \n\nTerra Innovatum Global\nN.V. (**“we,” “us,” “our,” “Terra,” “Terra Innovatum”** or the **“Company”**)\nwas formed in connection with Terra Innovatum Global s.r.l.’s conversion into a Dutch public limited liability company (*naamloze\nvennootschap*), as contemplated by the Business Combination Agreement, and is headquartered in Lucca, Italy. Terra is a leading micro-modular\nnuclear solutions company that aims to deliver reliable, low-cost and zero-carbon power wherever energy demand is present through its\nfirst-of-a-kind reactor SOLO. SOLO is compact yet extremely powerful with one unit generating 1MWe of power, while designed with significant\nsafety characteristics and the ability to run 24/7 without the need to refuel for 15 years. Its modular design aims to achieve maximum\nenergy efficiency while significantly reducing the levelized cost of energy (LCOE). SOLO is built predominantly using off-the-shelf components\nand widely available fuel, low-enriched uranium (**“LEU”**), which de-risks its regulatory and commercial pathway. Terra\nInnovatum aims to deploy SOLO by 2028 to address the growing global demand for sustainable and reliable energy.\n\n \n\n**Business Combination**\n\n \n\nOn October 9, 2025, we\nconsummated our previously announced business combination with GSR III Acquisition Corp. (**“GSR III”**), pursuant to the\nbusiness combination agreement (the **“Business Combination Agreement”**), dated April 21, 2025, between GSR III and Terra\nInnovatum s.r.l., an Italian limited liability company (Italian Società a responsabilità limitata) (**“Terra OpCo”**),\nwhich contemplated several transactions and reorganizations through which Terra became the parent of GSR III. Pursuant to the terms of\nthe Business Combination Agreement, Terra OpCo caused to be formed Terra Innovatum Global s.r.l., an Italian limited liability company\n(*Italian Società a responsabilità limitata*) with the same quotaholders in the same ownership percentages as Terra\nOpCo (**“Terra Global”**); Terra Global converted into a public limited liability company organized under Dutch law, referred\nto herein as “**Terra**”; GSR III was merged with and into Terra MergerCo (a wholly-owned Subsidiary of Terra), with GSR\nIII surviving the merger as a wholly owned Subsidiary of Terra (the **“Merger”** and, together with the other transactions\ncontemplated by the Business Combination Agreement, the **“Business Combination”**).\n\n \n\nOn October 10, 2025,\nour Ordinary Shares commenced trading on Nasdaq, under the symbol “NKLR.”\n\n ** **\n\n**Our Mission**\n\n \n\nTerra Innovatum’s mission is to make nuclear\npower accessible by delivering simple and safe micro-reactor solutions that are scalable, affordable and deployable anywhere, 1MWe at\na time.\n\n** **\n\n**Overview**\n\n \n\nTerra Innovatum srl was incorporated under the\nlaws of Italy on September 23, 2021 (**“Inception”**) and is headquartered in Lucca, Italy. Before Terra Innovatum’s\nincorporation, from 2018 to 2021 a team of engineers, who are now part of Terra Innovatum, contributed their time, effort and resources\nto advance the SOLO concept to design, demonstrating the feasibility and the innovative aspects.\n\n \n\nTerra Innovatum is a nuclear reactor developer,\nfocused on smaller, cheaper, and safer advanced clean energy solutions. Terra Innovatum’s flagship product, the SOLO Micro-Modular\nNuclear Reactor (SOLO), is designed to operate continuously at full power for 15 years without refueling, with the potential for core/reactor\nswaps to extend the operational cycle up to 45 years. Its modular design aims to achieve maximum energy efficiency while significantly\nreducing the levelized cost of energy (**“LCOE”**). Terra Innovatum is committed to delivering carbon-free energy solutions\nand aims to achieve commercial deployment of SOLO by 2028 to address the growing global demand for sustainable and reliable energy.\n\n \n\n1\n\n \n\nTerra Innovatum believes the following characteristics\nmake SOLO unique and position the Company well for successful regulatory approval and commercialization:\n\n \n\n \n●\n\nThe SOLO reactor uses Low Enriched Uranium (**“LEU”**)\nfuel which is commercially available and for which a well-established supply chain exists today.\n\n \n\n \n●\nSOLO’s design inhibits the possibility of meltdown or explosion due to the use of a helium\ncoolant instead of water and low thermal output.\n\n \n\n \n●\n\nEmergency Planning Zone (**“EPZ”**) expected to be limited\nto “Operations Boundary.”\n\n \n\n \n●\nProliferant resistance due to safeguards implemented by design.\n\n \n\n \n●\n\nLong lasting: each SOLO reactor is designed to operate for 15 years\nwithout refueling with a total potential lifespan of 45 years following core/reactor swaps; when High Assay Low Enriched Uranium (**“HALEU”**)\nbecomes commercially available, SOLO reactors could operate for up to 45 years without refueling.\n\n \n\n \n●\nModularity by design: from 1MWe with 1 SOLO to 1GWe with approximately 1000 SOLOs.\n\n \n\n \n●\nRedundancy by design: on a fleet of 100 SOLOs (100Mwe), 1 reactor under maintenance leaves 99%\nof the power generation available during its outage.\n\n \n\n \n●\n\nDesigned to be assembled in factories and transported for erection\non site in a cost efficient manner.\n\n \n \n \n\n \n●\n\nSOLO’s compact and modular design allows potential usage\non smaller customer sites that would not typically be suitable for traditional nuclear power.\n\n \n\nTerra Innovatum’s primary business model\nis centered on the direct sale of SOLO reactors to customers seeking reliable and sustainable energy solutions, such as industrial operations,\nmanufacturing facilities, remote locations, healthcare facilities, and data centers, among many others. We intend to manufacture these\nunits by contracting with existing nuclear component suppliers, with final assembly expected to be completed in established facilities\nin the U.S., Europe and Asia before transporting them to customer sites. Each SOLO reactor is designed to be easily transported via standard\nhighways and installed using pre-fabricated components, with the goal of dramatically reducing deployment time and costs compared to\nconventional nuclear facilities. In addition to reactor sales, we intend to offer service packages and periodic maintenance services\nthroughout each unit’s operational lifetime.\n\n \n\nInnovation is central to our mission. Our breakthrough\nability to reach criticality using LEU fuel should enable expedited regulatory approval. The SOLO reactor incorporates redundant shutdown\nmechanisms and is encased in a 2.5 meter thick concrete housing (known as the **“monolith”**) providing biological shielding;\nhence, no EPZ beyond the operational boundary is expected to be required. This design should allow the deployment of SOLO in highly populated\nareas and sensitive locations where conventional nuclear plants and other Small Modular Reactors (**“SMRs”**) cannot be\ndeployed, notably due to their larger footprints and associated EPZ.\n\n \n\nThe SOLO reactor is designed to deliver a highly\ncompetitive and stable LCOE over a 45-year period, with potential for further reduction when waste heat is utilized for industrial or\ncommercial applications, a process known as “cogeneration”. Our regulatory engagement plan was submitted to the Nuclear Regulatory\nCommission in early 2025, and we are targeting licensing and commercial deployment of our First-of-a-Kind (FOAK) reactor by 2028.\n\n \n\nOur target customer base spans a number of diverse\nsectors — including industrial operations, manufacturing facilities, remote locations, healthcare facilities, and data centers,\namong many others. SOLO is designed to allow customers to purchase nuclear power generating capacity that can be deployed virtually anywhere\nit’s needed, providing point-of-use power and heat without reliance on transmission infrastructure. Focusing on using commercially\nproven materials and existing supply chains in the nuclear field, we are positioned to deliver reliable, affordable, and sustainable\nenergy solutions to customers worldwide through our reactor sales and associated services.\n\n** **\n\n2\n\n** **\n\n**Expected Timeline and Costs for Deployment**\n\n \n\nThe following summarizes our estimated key dates\nin our timeline for deployment:\n\n \n\n \n\n \n\n**Industry Overview**\n\n \n\nThe nuclear energy industry is experiencing renewed\ninterest as countries worldwide seek reliable, carbon-free energy solutions to address climate change concerns while meeting growing\nenergy demands. SMRs and microreactors, like our SOLO technology, represent a new generation of nuclear solutions designed to overcome\ntraditional barriers to nuclear deployment.\n\n \n\nThe successful execution of our business model depends, among other\nconsiderations, on favorable regulatory environments, public acceptance of nuclear power, and continued policy support for advanced nuclear\ntechnologies. Recently, in the United States and globally, governments have demonstrated increased support for next-generation nuclear\ntechnologies through initiatives such as the Nuclear Regulatory Commission’s improved frameworks for reviewing innovative designs\nand the Department of Energy’s programs supporting advanced reactor development. However, the regulatory and political landscape\ncould shift at any time due to factors beyond our control, including changes in administrations, public perception shifts following nuclear-related\nincidents, or evolving energy priorities.\n\n \n\nMicroreactor deployment faces unique challenges\nand opportunities compared to traditional nuclear plants and larger SMRs. While our SOLO reactor’s inherent safety features, small\nfootprint, and envisioned absence of an EPZ requirement position us favorably for widespread adoption, we must navigate complex regulatory\npathways that are still evolving for this new class of nuclear technology. Our ability to use commercially available LEU fuel provides\na significant advantage over competitors requiring HALEU looking into the commercial readiness aspect.\n\n \n\nMarket adoption of microreactor technologies like SOLO will depend\nin part on our ability to demonstrate safety, reliability, and economic competitiveness against both traditional energy sources and other\nemerging technologies. The current market shift toward distributed energy resources and increasing demand for reliable, carbon-free power\nin applications ranging from data centers to remote industrial operations presents significant opportunities for our technology. However,\npublic perception about nuclear energy, local community reaction to the installation of nuclear reactors, delays in regulatory approvals,\nor changes in energy economics could impact the pace of adoption and our overall business performance.\n\n \n\nAs we work toward commercializing our SOLO reactor,\nour performance will depend in part on factors affecting the broader nuclear industry and energy markets, which remain subject to technological,\nregulatory, and political influences that are difficult to predict over the long term.\n\n** **\n\n**Our markets**\n\n \n\nSOLO is intended to provide transformative micro-modular\nnuclear reactor solutions for industries requiring reliable, scalable, and carbon-free energy. The SOLO platform delivers electricity\nand/or heat (e.g. by means of high-temperature steam) to markets where conventional infrastructure is constrained, costly, or environmentally\nunsustainable. We believe that the SOLO solution can address six critical industry sectors through standardized, modular deployment,\nincluding: Industrial Applications, Logistics and Transportation, Data Centers, Energy Storage, Civil and Commercial Facilities and Underserved\nCommunities.\n\n \n\nWe work with nuclear component suppliers, engineering\nfirms, and construction partners to deliver complete SOLO reactor systems. By focusing on commercially available components and simplified\ndesign, we can address these diverse sectors with a standardized product that can be deployed virtually anywhere energy is needed and\nwe can be flexible in the project development business model.\n\n \n\nOne key element of SOLO is its modularity. The\nSOLO provides energy production upon installation of the first module, allowing customers to scale as needed in a cost-effective manner\nwithout sacrificing its energy needs. As the reactor is expected to have a small EPZ, we can satisfy any demand ranging from MW to GW\nby replicating the reactor as many times is needed to cover the customer needs.\n\n** **\n\n3\n\n** **\n\n**Industrial Applications**\n\n \n\nThe SOLO reactor is designed to serve a wide range\nof industrial customers requiring both electricity and process heat. Our 1MWe power generation capability combined with 4MW of 55°C\nheat or 5MW of 450°C steam addresses critical energy needs across industries including cement production, food processing, paper mills,\nchemical plants, pharmaceutical facilities, and mining operations.\n\n \n\nWe believe that our reactors will provide industrial\ncustomers with stable energy costs, reduced carbon emissions, and enhanced reliability, particularly in remote locations or regions with\nexpensive grid electricity.\n\n \n\nSOLO is designed to support industrial processes\nthat traditionally rely on fossil fuel boilers, offering significant decarbonization opportunities. This energy source is specifically\nrelevant for sugar refiners, breweries and distilleries (other than food processing industries).\n\n** **\n\n**Logistics and Transportation**\n\n \n\nThe logistics sector requires consistent power\nfor frozen storage facilities, automated distribution centers, shipping ports, airports, and Electric Vehicle (**“EV”**)\ncharging infrastructure, among a number of other applications. SOLO reactors provide the reliable electricity needed for these operations\nwhile offering waste heat utilization for facility climate control or specific process applications.\n\n \n\nBy eliminating dependency on diesel generators\nor unreliable grid connections, our technology can enable more sustainable and cost-effective logistics operations.\n\n** **\n\n**Data Centers**\n\n \n\nThe rapidly growing data center market faces\nsignificant challenges including power availability constraints, land use and water restrictions, and grid capacity limitations. SOLO\nreactors address these challenges through their compact 10m2 footprint, which dramatically reduces land requirements compared\nto conventional power generation facilities and helps avoid the increasing land use conflicts seen in specific densely populated areas\nin the United States and Europe where data center development has faced restrictions due to competing community needs.\n\n \n\nOur behind-the-meter, off-grid capability can\nreduce reliance on strained electrical infrastructure, allowing data centers to bypass the typical long waiting period for grid power\naccess experienced in the United States and Europe.\n\n \n\nThe SOLO reactor’s modular approach may\nenable data center operators to deploy power capacity incrementally at 1MWe per module, aligning energy supply with facility construction\nphases and commercial ramp-up rather than waiting for full commissioning of large-scale power plants and its design features allows for\nload-follows operation with a very limited battery energy storage capacity.\n\n \n\nThis scalability supports both colocation and\nhyperscale facilities with the ability to deploy multiple units to meet capacity requirements up to 1GW. Our approach offers superior\nreliability and redundancy compared to traditional grid connections while simultaneously eliminating carbon emissions.\n\n \n\nThe waste heat from SOLO reactors can be utilized\nfor building heating or sold to district heating systems or through heat pumps generating air conditioning, further enhancing efficiency\nand creating additional revenue streams.\n\n** **\n\n**Energy Storage**\n\n \n\nOur SOLO micro nuclear reactor platform is ideally\nsuited to enable advanced energy storage.\n\n \n\n4\n\n \n\nBy providing reliable, carbon-free electricity,\nSOLO can support the production of pink hydrogen through electrolysis.\n\n \n\nIn ammonia and fertilizer plants, SOLO’s\nelectricity and heat can replace fossil-fuel boilers, enabling large-scale decarbonization of ammonia synthesis — critical\nsteps for both food security and emerging clean energy markets.\n\n \n\nBiofuel refineries can also benefit from SOLO’s\nprocess heat and power, which can efficiently drive distillation, fermentation, and pumping, lowering the carbon intensity of ethanol\nand biodiesel production while displacing diesel or natural gas.\n\n** **\n\n**Civil and Commercial Facilities**\n\n \n\nCritical facilities such as hospitals, airports,\nwater treatment facilities and hotels require uninterrupted power for continuous operation.\n\n \n\nThe SOLO reactor is designed to deliver 1MWe\nof baseload power with additional thermal energy that can be utilized for space heating, water heating, and other facility needs.\n\n \n\nFor hospitals specifically, our technology is\ndesigned to enable both reliable power and the production of radioisotopes for medical applications such as cancer treatment and diagnostics,\nbringing these capabilities to facilities that might otherwise lack access to such resources.\n\n** **\n\n**Underserved Communities**\n\n \n\nRemote locations, islands, and communities with\nlimited grid access traditionally rely on expensive, polluting diesel generation. SOLO reactors offer transformative energy solutions\nfor these markets, providing stable electricity at predictable costs for basic needs, agricultural irrigation and water desalination.\nBy eliminating dependence on diesel fuel logistics, price fluctuations and negative environmental impacts, our technology can enable\nsustainable energy independence and economic development in underserved regions.\n\n** **\n\n**Our Technology**\n\n** **\n\n**Electricity and Thermal Capacity**\n\n \n\nSOLO outputs 1MW electric produced by transforming\n4MW of heat powered by the same type of LEU fuel that powers most nuclear facilities in the world today.\n\n** **\n\n**Overall Dimensions**\n\n \n\nThe reactor is compact with overall dimensions of approximately 6.5m\nin height, a cross section of 2.4 m and weighing 60 metric tons in total (reactor core is less than 20 metric tons). SOLO can be assembled\nin many existing nuclear manufacturing facilities and can be transported on most U.S. and European highways.\n\n \n\n**Fuel**\n\n \n\nSOLO can use LEU, leveraging the vast operational experience accumulated\nby the various fuel vendors over the past decades.\n\n \n\n5\n\n \n\nSOLO is prepared to accommodate future technologies\nnotably on fuel perspective, being compatible with HALEU products when licensed and commercially available.\n\n \n\nSOLO provides a platform able to transition to\nnew developments e.g. potentially benefitting of significant extension of its fuel cycle employing HALEU or adopting current and future\naccident tolerant fuel (ATF) solutions related to new clad material, which would allow an increase of the thermodynamic efficiency and\npossibly extending its industrial applications. \n\n \n\n**\n\n \n\n*(1)*\n*Based on the neutronics analysis, with the use of HALEU, SOLO could either (i) operate\nat a large power output of 20MWt for 15-years, or (ii) operate at the same power output of 4MWt for ~70 years. Increasing\nthe power output, however, would require a change to the design of the reactor, while operating at the same power for a longer period\nof time would not require such design changes.*\n\n \n\nSOLO can also benefit from current and future\naccident tolerant fuel (ATF) solutions related to new clad material, which would allow an increase of the average working temperature,\nconsequently improving the thermodynamic efficiency and possibly extending its industrial applications.\n\n** **\n\n**Fuel Rods/Moderator**\n\n \n\nThe fuel rods contain UO2 Pellets\nat 4.95% U-235 enrichment level in Zircalloy clad (same as operating Light Water Reactors). The moderator is a made of a solid heterogeneous\nBeryllium and Graphite matrix.\n\n \n\n6\n\n \n\n**Coolant**\n\n \n\nSOLO is a gas cooled reactor. The coolant, which\nis helium gas, enters the bottom of the reactor, is heated while passing through dedicated channels adjacent to the fuel rods and collected\ninto the upper plenum. Keeping a physical separation between the coolant and the fuel rods is a very important design feature. After\nbeing heated, the helium moves from the upper plenum to a heat exchanger transferring the heat to the secondary circuit for the production\nof electricity.\n\n \n\n** **\n\n**Multiple Redundant Shutdown Mechanisms**\n\n \n\nThe reactor is controlled when everything is\noperating normally using 12 control drums. The control drums are built with a N+3 redundancy: 9 out of 12 drums are sufficient to ensure\nthe control function up to shut down the reactor. In addition to the control system, we built 3 different active and passive and diverse\nshutdown mechanisms; each of which has its own redundancy. These 3 shutdown systems can be relied upon in case of malfunction or incident:\n\n \n\n●12 shutdown drums: 9 of which are enough to shut down the\nreactor.\n\n \n\n●6 shutdown rods, 5 of which are enough to shut down the reactor.\n\n \n\n●6 shutdown rodlets, 5 of which are enough to shut down the\nreactor.\n\n \n\n** **\n\n7\n\n** **\n\n**Monolith: Biological Shield**\n\n \n\nSOLO is encased in all sides by the about 2.5m\nthick concrete block, the Monolith, which serves as a biological shield from radiation and the decay heat removal system. With the Monolith,\ndecay heat is removed by natural convection. Since the radiation that reaches the outside of the Monolith is almost non-existent, we expect\nthat an EPZ will be limited to the external boundary of the Monolith.\n\n \n\n**Competitive Strengths**\n\n** **\n\n**Unique Technology and Safety Features**\n\n \n\nSOLO has been purposefully engineered as a compact 1MWe+4Mwt at 55°C/5MWt\nat 450°C reactor to prioritize safety. Its low thermal power output eliminates the risk of core meltdown. By using helium as a coolant\ninstead of water, SOLO also avoids the danger of hydrogen explosions. Beside the elimination by physics of such catastrophic events the\ndesign benefits of the helium’s inert nature which allow the exclusion of corrosion issues on any reactor and coolant piping components.\nThe reactor is equipped with multiple independent shutdown mechanisms and is enclosed within the Monolith, potentially allowing it to\noperate without the need for an EPZ to increase safety and regulatory compliance.\n\n \n\n**Supply Chain Certainty and Fast Time to Market**\n\n \n\nEvery safety-related component of SOLO, including\nfuel, is sourced from the existing nuclear supply chain. Non safety-related components such as turbines, heat exchangers, condensers,\netc. are commercially-off-the-shelf components from tradition non-nuclear suppliers. This approach promotes predictable regulatory pathways,\nreliable commercialization, and cost visibility. Multiple suppliers are available for each key component, reducing supply chain risk and\nsupporting rapid deployment. The simulations associated with the design and components can be executed with existing codes licensed for\nnuclear applications.\n\n \n\nSOLO’s simple design and use of off-the-shelf\nmaterials minimize R&D requirements and streamline the licensing process. The regulatory engagement plan with the NRC is already underway,\ntargeting commercial deployment in 2028.\n\n** **\n\n8\n\n** **\n\n**Economic Competitiveness**\n\n \n\nSOLO’s LCOE is expected to be highly competitive\nglobally, especially in the U.S. and European markets.\n\n \n\nThe reactor’s co-generation capability\n(simultaneous production of electricity and usable heat) allows customers to offset heating costs, potentially reducing the effective\nelectricity price further. We believe additional savings might be obtained where carbon credits are available for emission reductions.\n\n \n\nFurthermore, SOLO’s modularity enables\ncustomers to scale installations precisely to their needs, with significant cost savings due to reduced transmission infrastructure and\non-site assembly.\n\n** **\n\n**Operational Flexibility and Market Reach**\n\n \n\nSOLO can be a source of electricity, heat, co-generation,\nor radioisotopes, serving a diverse range of sectors: industrial, infrastructure, medical, data centers, and more.\n\n \n\nThe modular, factory-assembled design allows\nSOLO to be shipped globally and installed quickly, even in challenging environments. Its compact size and limited weight support transport\non standard highways and fast on-site installation.\n\n \n\nThe SOLO reactor is compatible with both LEU and,\nwhen available, HALEU, ensuring future-proof fuel flexibility, potentially excluding the need of core/reactor replacement to cover the\n45 year life span of the system.\n\n** **\n\n**Scalability and Redundancy**\n\n \n\nSOLO’s modularity means installations\ncan be scaled from a single unit to hundreds or even thousands, providing energy redundancy and minimizing the impact of individual\nreactor outages. A 1,000-unit SOLO installation occupies less dedicated land (including EPZ) than a typical 1 GW reactor (when inclusive of a reactor’s required EPZ), at a\nfraction of the cost and with enhanced reliability.\n\n** **\n\n**Regulations**\n\n \n\nWe are subject to extensive U.S. federal,\nstate, and local laws and regulations, as well as foreign laws, covering a broad range of areas relevant to our operations. These regulatory\nrequirements are continually evolving, both domestically and internationally, resulting in an expanding scope of compliance obligations.\nKey areas of regulation include nuclear energy and materials, environmental protection, export controls, national security, and other\nlegal domains. Like other participants in the commercial nuclear industry, we operate under significant scrutiny from regulatory authorities\nin the U.S. and abroad, and many applicable laws and regulations are subject to ongoing interpretation and change by agencies and\ncourts. Compliance with these requirements can be complex and costly, potentially affecting our business model, competitive position,\nand financial results.\n\n \n\nThe nuclear industry is highly regulated worldwide,\nand the design, construction, and operation of nuclear facilities require regulatory approval in each jurisdiction. Nuclear safety regulators\ntypically assess design safety, resilience to internal and external hazards, and environmental impacts. Regulatory processes are country-specific,\nthough international collaboration among regulators is common, especially when a design is deployed in multiple markets. Our licensing\nstrategy aims to secure timely approvals by engaging early with regulators and maintaining a consistent design across markets, leveraging\nthe U.S. Nuclear Regulatory Commission’s (**“NRC”**) approval of the design as a foundation.\n\n \n\nInternationally, most countries restrict license\napplications to the proposed plant owner or operator. We intend to engage proactively with regulators in each target country, consistent\nwith our approach in the U.S. The NRC’s established relationships with foreign regulators and participation in international\norganizations such as the International Atomic Energy Agency (**“IAEA”**) are expected to support our efforts to obtain\nregulatory approvals abroad and provide additional confidence in our technology. We also anticipate benefiting from the NRC’s regulatory\nassistance programs, which facilitate collaboration and information sharing with other national regulators. Beyond nuclear safety, our\nactivities are also subject to other regulatory controls, including export control laws, nuclear material safeguards, non-proliferation\nobligations, and liability insurance regimes such as the Price-Anderson Act and international conventions. Compliance with these additional\nrequirements may further impact our operations, costs, and risk profile.\n\n** **\n\n9\n\n \n\n**Patents and Proprietary Rights**\n\n \n\nWe strategically protect our intellectual property\nthrough a combination of patents, trademarks, trade secrets, confidentiality agreements, and licensing arrangements both domestically\nand internationally, with plans to strengthen this protection framework as our technology portfolio expands.\n\n \n\nOur pending and filed patent applications specifically\naddress our advanced reactor designs, passive safety systems, digital twin technology, and specialized nuclear instrumentation and control\nsystems critical to our micro-modular reactor technologies. Patent Protection is expected to last until approximately 21 years from\nthe earliest provisional filing date, which would be in 2046 taking into consideration the possibility of a short-term patent term extension\nand full payment of all fees.\n\n \n\nProvisional patents expire one year from their\nfiling date, however such patents remain patent pending as long as a Patent Cooperation Treaty or National phase application claiming\na benefit to that provisional patent was filed on or before the one year deadline. The filing of the Regular, PCT or National phase application\nstarts the 20 year available patent term. Together with the one year term of the Provisional Patent, the potential patent term will be\napproximately 21 years from the filing dates of the provisional applications. There are various factors that might extend or shorten\npatent terms, including without limitation, (i) excessive delays within the patent office that could result in extensions to the\npatent term, (ii) Terminal disclaimers that tie patent terms to other patents, and (iii) timely payment of maintenance fees\nto retain the patent(s) after issue.\n\n \n\nThe Company filed PCT filings for two provisional\npatents on April 20, 2026.\n\n \n\nU.S. Patent Application FOR: \nFile Date \nRegular/PCT\nDue \nPotential\nPatent\nExpiration\n\nSmall And Micro Nuclear Reactors And Conductive Solid Moderator Assemblies With Embedded Nuclear Fuel Used Therein \n8/25/2024 \n8/25/2025 \n8/25/2045\n\nControl And Shutdown System For Small And Micro Nuclear Reactors \n8/25/2024 \n8/25/2025 \n8/25/2045\n\nControl And Shutdown System For Small And Micro Nuclear Reactors \n1/10/2025 \n1/10/2026 \n1/10/2046\n\nSmall and Micro Nuclear Reactor with Real Time Integrated Safeguard Systems \n1/13/2025 \n1/13/2026 \n1/13/2046\n\nReactor Vessel Shell And Integrated Radiological Containment For Small And Micro Nuclear Reactors \n4/20/2025 \n4/20/2026 \n4/20/2046\n\nRadioisotopes Production with Nuclear Micro-Reactor \n4/20/2025 \n4/20/2026 \n4/20/2046\n\n \n\nWe also engage with international and local regulatory\nbodies and existing frameworks to safeguard our innovations across various jurisdictions. However, certain countries where our reactor\ncomponents may be manufactured or where our reactor systems may be deployed may offer less robust protection for nuclear intellectual\nproperty compared to the United States or European Union regulatory environments.\n\n \n\nOur intellectual property strategy employs a\nsystematic assessment framework considering:\n\n \n\n \n—\nCritical component manufacturing locations and supply chain considerations;\n\n \n\n \n—\nStrategic nuclear technology development pathways across different regulatory regimes;\n\n \n\n10\n\n \n\n \n—\nNuclear-specific intellectual property enforcement mechanisms in target deployment jurisdictions;\nand\n\n \n\n \n—\nCommercial significance relative to established and emerging competitors in specific nuclear markets\nand regions.\n\n \n\nWe plan to establish licensing agreements for\ncertain specialized nuclear technologies from third-party developers and anticipate continued expansion of such arrangements as our reactor\ndeployment roadmap advances.\n\n \n\n**Manufacturing and supply chain**\n\n \n\nWe implement a fabless and contract manufacturing\nstrategy, and expect to contract with key suppliers for all phases of the manufacturing process. We expect that this will eliminate the\nneed for an in-house factory and will allow us to use existing manufacturing facilities. We leverage the expertise of industry-leading\nsuppliers that comply with nuclear quality assurance standards  — including 10 CFR 50 Appendix B — in\nareas including fabrication, assembly, quality control, reliability testing, and licensing. We expect micro reactors like SOLO be regulated\nunder the pending 10 CFR Part 57, a new regulation tailored to reactors like SOLO. This approach may allow Terra Innovatum to avoid the\nsignificant costs and risks associated with owning and operating manufacturing facilities while enabling scalability and rapid response\nto markets changing conditions.\n\n \n\nWhile we plan to directly procure certain critical\nraw materials used in our products, such as moderators, fuel, and specialized components, our suppliers are expected to manage procurement\nfor most other components. This enables us to focus our resources on product design, licensing, quality assurance, marketing, and customer\nengagement.\n\n \n\nTo anticipate high growth periods, we may place\nnon-cancellable inventory orders for certain components ahead of historical lead times, pay premiums, or provide deposits to secure future\nsupply and manufacturing capacity.\n\n \n\nOur supply chain will be positioned for deployment, with manufacturing\nrisks mitigated through qualification testing of key components in advance of both First-of-a-Kind (FOAK) and Nth-of-a-Kind (NOAK) installations.\nWe will actively secure long-lead materials and have established long-term agreements with critical supply chain partners to ensure operational\ncontinuity.\n\n** **\n\n**Human Capital**\n\n \n\nAs of December 31, 2025, we had 5 employees, four executive directors\nproviding services to us (of whom three entered into a written directorship agreement), as well as contractors engaged on a full time\nbasis depending on the needs.\n\n \n\n**Available Information**\n\n \n\nOur main corporate website address is https://terrainnovatum.com/.\nCopies of our filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form\n8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Act, are available free of charge on our\nwebsite within the “Investors” section as soon as reasonably practicable after having been electronically filed or furnished\nto the SEC. All SEC filings are also available on the SEC’s website at www.sec.gov. The information contained on these websites\nas referenced is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended\nto be inactive textual references only.\n\n \n\nInvestors and others should note that we announce\nmaterial financial information to our investors using our investor relations website, SEC filings, press releases, public conference\ncalls, and webcasts. We use these channels, including our website, to communicate with our investors and the public about our company,\nour products and solutions and other issues. It is possible that the information we post on our website could be deemed to be material\ninformation. Therefore, we encourage investors, the media and others interested in our company to review the information we make available\non our website.\n\n \n\n11"}