{"url_path":"/sec/nklr/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED","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":623,"has_tables":true,"body_markdown":"** **\n\n**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED\nTRANSACTIONS, AND DIRECTOR INDEPENDENCE.**\n\n \n\nDuring the years ended\nDecember 31, 2025 and 2024, Terra Innovatum earned other income of $0 and $129,170, respectively, for engineering consulting services\nprovided to related parties. The consulting services are unrelated to the core business of Terra Innovatum and are included in the statement\nof operations under other income — related parties.\n\n \n\nDuring the years ended\nDecember 31, 2025 and 2024, Terra Innovatum entered into interest-free loan agreements with its legacy quotaholders. The total loan\namounts of $73,635 and $216,212 were provided in cash installments by January 15, 2025. Both loans were repaid in full upon the\nClosing of the Business Combination.\n\n \n\n70\n\n \n\nOn April 1, 2025,\nthe Company entered into a lease agreement with Nine Nuclear and Industrial Engineering S.R.L. (**“Nine”**). The term of\nthe lease runs for 24 months until March 31, 2027; each party may withdraw from the lease agreement at any time before the expiration\ndate. The rent is $12,316 (€11,400 Euros) per annum in addition to a de minimis monthly fee as a flat-rate reimbursement for utilities\nand cleaning costs (the **“Lease Fee”**). The Lease Fee will be updated annually by 75% of the variation in the official\nconsumer price indices for worker and employee families as determined by the Italian Statistics Day (**“ISTAT”**) in the\nprevious year and subsequently year by year, with the first update taking effect on April 1, 2026. During the year ended December\n31, 2025, the Company paid $9,663 in rent.\n\n \n\nOn July 11, 2025,\nthe Company entered into an engineering services agreement with Nine, a related party, to support the design of the SOLO project. Per\nthe terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $214,508 (€183,560)\nplus value added tax (**“VAT”**). The Company paid an initial one-time payment of $131,410 in September 2025.\n\n \n\nOn July 23, 2025, the\nCompany entered into an engineering services agreement with FPoliSolutions LLC (“**FPoliSolutions**”), a related party.\nAs per the terms of the agreement, FPoliSolutions will provide support for the development of the SOLO Micro Modular Reactor including\ntechnical assistance in safety analysis, hazard modeling, radiological consequence evaluation, risk-informed safety assessments, and\ntechno-economic analysis for $89,687 with work completed during September 2025.\n\n \n\nOn October 30, 2025, the Company entered into an amendment to its existing\nengineering services agreement with FPoliSolutions. The amendment extends the scope of work through December 31, 2025 and adds one full-time\nengineer on a fixed-price basis of $106,600.\n\n \n\n**Policies and Procedures for Related Persons\nTransactions**\n\n \n\nThe Company has adopted a policy that requires\nthe review and approval of any transaction, arrangement or relationship where the Company was, is or will be a participant and the amount\ninvolved exceeds $120,000, and in which any “Related Person” (generally defined as any director (or director nominee) or\nexecutive officer of the Company, beneficial owner of more than 5% of the Company’s shares, any immediate family member of the\nforegoing and any entity in which any of the foregoing persons is employed or is a partner or principal or in which that person has a\n10% or greater beneficial ownership interest) had, has or will have a direct or indirect material interest.\n\n \n\nBefore entering any such\ntransaction, arrangement or relationship, the Chief Financial Officer must be notified of the facts and circumstances of the proposed\ntransaction, arrangement or relationship. If the Chief Financial Officer determines that a transaction, arrangement or relationship is\nindeed a related party transaction, then such transaction will be sent to the Audit Committee (or the Chairperson of such committee) for\ntheir review and approval. Only those transactions that are in the best interests of the Company shall be approved.\n\n \n\n71"}