{"url_path":"/sec/nklr/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.**","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":17760,"has_tables":true,"body_markdown":"**ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.**\n\n \n\n**(a) List of Documents Filed as a Part of\nThis Report:**\n\n \n\nThe Company’s financial statements, as\nindicated by the Index to Consolidated Financial Statements set forth below, begin on page F-1. Financial statement schedules have been\nomitted because they are not applicable or the required information is included in the financial statements or notes thereto.\n\n \n\n**INDEX TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n    **Page**\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID 1012)](#fin_001)   F-1\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID 206)](#KSA_001)   F-2\n\n[Consolidated Balance Sheets](#fin_002)   F-3\n\n[Consolidated Statement of Operations and Comprehensive Loss](#fin_003)   F-4\n\n[Consolidated Statement of Changes in Shareholders’ Deficit](#fin_004)   F-5\n\n[Consolidated Statements of Cash Flows](#fin_005)   F-6\n\n[Notes to Consolidated Financial Statements ](#fin_006)   F-7\n\n \n\n(2) Index *to Financial Statement Schedules:*\n\n \n\nAll schedules have been omitted because the required\ninformation is included in the financial statements or the notes thereto, or because it is not required.\n\n \n\n(3) Index *to Exhibits:*\n\n \n\nSee exhibits listed under Part (b) below.\n\n \n\n(b) *Exhibits:*\n\n \n\n**Exhibit No.**\n \n**Description**\n\n2.1†\n \n[Business Combination Agreement, dated as of April 21, 2025, by and among GSR III Acquisition Corp. and Terra Innovatum, s.r.l. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 25, 2025).](http://www.sec.gov/Archives/edgar/data/2029023/000121390025035639/ea023953601ex2-1_gsr3acq.htm)\n\n2.2\n \n[Plan of Merger, dated as of October 9, 2025, by and among GSR III Acquisition Corp., GSR III Cayman Merger Sub and Terra Innovatum Global, N.V. (incorporated by reference to Annex B to the Registration Statement on Form S-4 (File No. 333-287271) filed on September 11, 2025.](http://www.sec.gov/Archives/edgar/data/2029023/000121390025086741/ea0241384-10.htm#T2024)\n\n3.1\n \n[English Translation of Certified Articles of Association of Terra Innovatum Global, N.V. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex3-1_terra.htm)\n\n3.2\n \n[Board Regulations of Terra Innovatum Global, N.V. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex3-2_terra.htm)\n\n4.1\n \n[Form of Terra Innovatum Global, N.V. Half Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 29, 2025).](http://www.sec.gov/Archives/edgar/data/2029023/000121390025093094/ea025925401ex4-1_gsracq3.htm)\n\n4.2\n \n[Form of Terra Innovatum Global, N.V. Quarter Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on September 29, 2025).](http://www.sec.gov/Archives/edgar/data/2029023/000121390025093094/ea025925401ex4-2_gsracq3.htm)\n\n4.3\n \n[Form of Bridge Warrants (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex4-3_terra.htm)\n\n4.4*\n \n[Description of Securities.](ea028585001ex4-4.htm)\n\n \n\n74\n\n \n\n10.1\n \n[Form of Amended and Restated Registration Rights Agreement, dated October 9, 2025 by and among Terra Innovatum Global, N.V. and the holders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex10-1_terra.htm)\n\n10.2\n \n[Sponsor Support Agreement, dated as of April 21, 2025, by and among GSR III Acquisition Corp., Terra Innovatum s.r.l, and GSR III Sponsor LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 25, 2025).](http://www.sec.gov/Archives/edgar/data/2029023/000121390025035639/ea023953601ex10-1_gsr3acq.htm)\n\n10.3\n \n[First Amendment to the Sponsor Support Agreement, dated October 9, 2025, by and among GSR III Acquisition Corp., Terra Innovatum s.r.l, and GSR III Sponsor LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 16, 2025)](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex10-3_terra.htm)\n\n10.4+\n \n[Form of Securities Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 29, 2025).](http://www.sec.gov/Archives/edgar/data/2029023/000121390025093094/ea025925401ex10-1_gsracq3.htm)\n\n10.5\n \n[Assignment and Assumption Agreement, dated October 9, 2025 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex10-5_terra.htm)\n\n10.6+\n \n[Terra Innovatum Global, N.V. 2025 Equity Incentive Plan (incorporated by reference to Annex G to the Registration Statement on Form S-4 (File No. 333-287271) filed on September 11, 2025).](http://www.sec.gov/Archives/edgar/data/2029023/000121390025086741/ea0241384-10.htm#T556)\n\n10.7+\n \n[Form of Directorship Agreement between Terra Innovatum Global N.V. and Alessandro Petruzzi (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 23, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025125453/ea027086001ex10-1_terra.htm)\n\n10.8+\n \n[Form of Directorship Agreement between Terra Innovatum Global N.V. and Massimo Morichi (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 23, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025125453/ea027086001ex10-2_terra.htm)\n\n10.9+\n \n[Form of Directorship Agreement between Terra Innovatum Global N.V. and Cesare Frepoli (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 23, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025125453/ea027086001ex10-3_terra.htm)\n\n10.10+*\n \n[Appointment Letter between Terra Innovatum Global N.V. and Peter Hastings, dated December 2, 2025.](ea028585001ex10-10.htm)\n\n10.11+*\n \n[Appointment Letter between Terra Innovatum Global N.V. and Rex Jackson, dated December 1, 2025.](ea028585001ex10-11.htm)\n\n10.12+*\n \n[Appointment Letter between Terra Innovatum Global N.V. and Michael Howard, dated December 2, 2025.](ea028585001ex10-12.htm)\n\n10.13+*\n \n[Appointment Letter between Terra Innovatum Global N.V. and Katherine Williams, dated December 4, 2025.](ea028585001ex10-13.htm)\n\n10.14+*\n \n[Addendum Service Agreement between Terra Innovatum Global N.V. and Katherine Williams, dated December 10, 2025.](ea028585001ex10-14.htm)\n\n19.1\n \n[Insider Trading Policy (incorporated by reference to Exhibit 99.7 to the Current Report on Form 8-K filed on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex99-7_terra.htm)\n\n21.1*\n \n[List of Subsidiaries](ea028585001ex21-1.htm)\n\n23.1*\n \n[Consent of KPMG Accountants N.V., Independent Registered Accounting Firm.](ea028585001ex23-1.htm)\n\n31.1*\n \n[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.](ea028585001ex31-1.htm)\n\n31.2*\n \n[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.](ea028585001ex31-2.htm)\n\n32.1*\n \n[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.](ea028585001ex32-1.htm)\n\n32.2*\n \n[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.](ea028585001ex32-2.htm)\n\n97.1\n \n[Compensation Recovery Policy (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K filed on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/2067627/000121390025099636/ea026131601ex99-6_terra.htm)\n\n101.INS*\n \nInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).\n\n101.SCH*\n \nInline XBRL Taxonomy Extension Schema Document\n\n101.CAL*\n \nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF*\n \nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB*\n \nInline XBRL Taxonomy Extension Labels Linkbase Document\n\n101.PRE*\n \nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104*\n \nCover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL (included in Exhibit 101).\n\n \n\n*Filed herewith\n\n+Indicates a management or compensatory plan.\n\n†Certain schedules and similar attachments\nto this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The\nregistrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to\nthe SEC upon request.\n\n \n\n75\n\n \n\n**REPORT OF INDEPENDENT\nREGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo the Shareholders and Board of Directors of\n\nTerra Innovatum Global N.V.\n\n \n\nOpinion on the Consolidated Financial Statements\n\n \n\nWe have audited the accompanying consolidated balance sheet of Terra\nInnovatum Global N.V. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations and\ncomprehensive loss, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025, and the related notes\n(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material\nrespects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for\nthe year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.\n\n \n\nBasis for Opinion\n\n \n\nThese consolidated financial statements are the responsibility of the\nCompany’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.\nWe are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required\nto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations\nof the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB.\nThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements\nare free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,\nan audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal\ncontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal\ncontrol over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess the risks of material\nmisstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those\nrisks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial\nstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as\nevaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for\nour opinion.\n\n \n\n/s/ KPMG Accountants N.V.\n\n \n\nWe have served as the Company’s auditor since 2025.\n\nAmstelveen, the Netherlands\n\nJune 15, 2026\n\n \n\nF-1\n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM**\n\n \n\nTo the Quotaholders and Board of Directors of\n\nTerra Innovatum S.R.L.\n\n** **\n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying balance sheet\nof Terra Innovatum S.R.L. (the “Company”) as of December 31, 2024, and the related statements of operations and\ncomprehensive loss, changes in quotaholders’ deficit, and cash flows for the year then ended, and the related notes (collectively\nreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,\nthe financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year\nthen ended, in conformity with accounting principles generally accepted in the United States of America.\n\n** **\n\n**Going Concern Matter**\n\n \n\nThe accompanying financial statements have been\nprepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has\nsuffered recurring losses from operations and negative cash flows from operations which raises substantial doubt about its ability to\ncontinue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements\ndo not include any adjustments that might result from the outcome of this uncertainty.\n\n** **\n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our\naudit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)\nand are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable\nrules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n* *\n\n*/s/ MaloneBailey, LLP*www.malonebailey.com\n\nWe served as the Company’s auditor from 2025 through 2026.\n\nHouston, Texas\n\nMay 14, 2025\n\n \n\nF-2\n\n \n\n**Terra Innovatum Global\nN.V.\n(formerly Terra Innovatum Global Srl.)\nConsolidated Balance Sheets\n(all amounts in USD)(in thousands)**\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nAssets \n   \n  \n\nCurrent assets: \n   \n  \n\nCash and cash equivalents \n$102,882  \n$69 \n\nAccounts receivable, net \n 4  \n \n-\n \n\nPrepaid expenses and other current assets \n 3,148  \n 65 \n\nTotal current assets \n 106,034  \n 134 \n\nEquipment, net \n 102  \n \n-\n \n\nTotal assets \n$106,136  \n$134 \n\nLiabilities and shareholders’ deficit \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable \n$1,150  \n$32 \n\nAccrued expenses and other current liabilities \n 2,009  \n 21 \n\nTotal current liabilities \n 3,159  \n 53 \n\nRelated party loan, non-current \n \n-\n  \n 107 \n\nShare-settled contingent liability \n 186,323  \n \n-\n \n\nWarrant liabilities \n 10,236  \n \n-\n \n\nOther non-current liabilities \n 8  \n 6 \n\nTotal liabilities \n 199,726  \n 166 \n\nCommitments and contingencies (Note 11) \n \n \n  \n \n \n \n\nShareholders’ deficit: \n    \n   \n\nOrdinary shares (€0.01 par value, 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 110,226,198 shares issued and outstanding as of December 31, 2025 and 47,500,000 issued and outstanding as of December 31, 2024) \n 1,281  \n 551 \n\nConvertible Preferred Shares (€100 par value, 8,040 shares authorized as of December 31, 2025 and no shares authorized at December 31, 2024; 20 shares issued and outstanding as of December 31, 2025 and no issued and outstanding as of December 31, 2024) \n 3,086  \n \n-\n \n\n  \n    \n   \n\nAdditional paid-in capital \n 519,422  \n (548)\n\nAccumulated deficit \n (607,276) \n (37)\n\nAccumulated other comprehensive income \n (10,103) \n 2 \n\nTotal shareholders’ deficit \n (93,590) \n (32)\n\nTotal liabilities and shareholders’ deficit \n$106,136  \n$134 \n\n \n\n*The accompanying notes\nare an integral part of these consolidated financial statements.*\n\n \n\nF-3\n\n \n\n**Terra Innovatum Global\nN.V.\n(formerly Terra Innovatum Global Srl.)\nConsolidated Statements of Operations and Comprehensive Income\n(all amounts in USD)(in thousands, except share and per share amounts)**\n\n \n\n  \nFor The Years Ended\nDecember 31, \n\n  \n2025  \n2024 \n\nOperating expenses: \n   \n  \n\nGeneral and administrative \n$32,311  \n$78 \n\nDevelopment costs \n 1,388  \n 75 \n\nTotal operating expenses \n 33,699  \n 153 \n\nLoss from operations \n (33,699) \n (153)\n\n  \n    \n   \n\nOther income (expenses): \n    \n   \n\nOther income - related party \n \n-\n  \n 129 \n\nOther expense, net \n (1,906) \n \n-\n \n\nInterest expense \n (1,426) \n \n-\n \n\nChange in fair value - share settled contingent liability \n 559,967  \n \n-\n \n\nChange in fair value - warrant liabilities \n 16,588  \n \n-\n \n\nTotal other income, net \n 573,223  \n 129 \n\nIncome (loss) before income taxes \n 539,524  \n (24)\n\n(Provision) benefit for income taxes \n \n-\n  \n (10)\n\nNet income (loss) \n$539,524  \n$(34)\n\nOther comprehensive income (loss) \n    \n   \n\nChange in foreign currency translation adjustment \n (10,105) \n 1 \n\nTotal comprehensive income (loss) \n$529,419  \n$(33)\n\n  \n    \n   \n\nNet income per share - basic \n$9.74  \n$\n-\n \n\nWeighted-average ordinary shares outstanding - basic \n 55,407,007  \n 47,500,000 \n\nNet income per share - diluted \n$9.74  \n$\n-\n \n\nWeighted-average ordinary shares outstanding - dilutive \n 55,420,642  \n 47,500,000 \n\n \n\n*The accompanying notes\nare an integral part of these consolidated financial statements.*\n\n \n\nF-4\n\n \n\n**Terra Innovatum Global\nN.V.\n(Formerly Terra Innovatum Global Srl.)\nConsolidated Statements of Changes in Shareholders’ Deficit**\n\n**(all amounts in USD)(in\nthousands)**\n\n** **\n\n  \n   \nConvertible  \n   \n   \n   \n   \nAccumulated  \n  \n\n  \n   \nPreferred  \n   \n   \n**Additional**  \n   \nother  \nTotal \n\n  \nCorporate  \nShares  \nOrdinary\nshares  \npaid-in  \nAccumulated  \ncomprehensive  \nshareholders’ \n\n  \ncapital  \nShares  \nAmount  \nShares  \nAmount  \ncapital  \ndeficit  \n(loss)\nincome  \ndeficit \n\nBalance\nat January 1, 2024 \n$         3  \n -  \n$-  \n -  \n$-  \n$-  \n$(3) \n$-  \n$- \n\nRetrospective\napplication of the Business Combination \n (3) \n -  \n -  \n 47,500,000  \n 551  \n (548) \n -   \n -  \n - \n\nAdjusted\nbalances at beginning of period \n$-  \n -  \n$-  \n 47,500,000  \n$551  \n$(548) \n$(3) \n$-  \n$- \n\nNet\nloss \n -  \n -  \n -  \n -  \n -  \n -  \n (34) \n -  \n (34)\n\nForeign\ncurrency translation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 2  \n 2 \n\nBalance\nat December 31, 2024 \n$-  \n -  \n$-  \n 47,500,000  \n$551  \n$(548) \n$(37) \n$2  \n$(32)\n\nNet\nincome \n -  \n -  \n -  \n -  \n -  \n -  \n 539,524  \n -  \n 539,524 \n\nIssuance\nof Convertible Preferred Shares \n -  \n 40  \n 6,208  \n -  \n -  \n -  \n -  \n -  \n 6,208 \n\nIssuance\nof share-settled contingent liability \n -  \n -  \n -  \n -  \n -  \n (1,250,223) \n -  \n -  \n (1,250,223)\n\nBusiness\nCombination, net of redemptions and transaction costs \n -  \n -  \n -  \n 17,716,465  \n 206  \n 74,065  \n -  \n -  \n 74,271 \n\nIssuance\nof ordinary shares and warrants in connection with PIPE Financing \n -  \n -  \n -  \n 3,683,500  \n 43  \n 15,360  \n -  \n -  \n 15,403 \n\nIssuance\nof Advisor warrants \n -  \n -  \n -  \n -  \n -  \n 14,036  \n -  \n -  \n 14,036 \n\nReclassification\nof excess of fair value of share-settled contingent liability over additional paid-in capital to accumulated deficit \n -  \n -  \n -  \n -  \n -  \n 1,146,763  \n (1,146,763) \n -  \n - \n\nConversion\nof Bridge Loan \n -  \n -  \n -  \n 851,483  \n 9  \n 2,809  \n -  \n -  \n 2,818 \n\nConversion\nof share settled contingent liability into ordinary shares upon milestone event \n -  \n -  \n -  \n 40,000,000  \n 467  \n 510,533  \n -  \n -  \n 511,000 \n\nConversion\nof Preferred Shares into ordinary shares upon milestone event \n \n \n  \n (20) \n (3,122) \n 200,000  \n 2  \n 3,120  \n -  \n -  \n - \n\nContingently\nvested Sponsor ordinary shares \n -  \n -  \n -  \n 274,750  \n 3  \n 3,507  \n -  \n -  \n 3,510 \n\nForeign\ncurrency translation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (10,105) \n (10,105)\n\nBalance\nat December 31, 2025 \n$-  \n 20  \n$3,086  \n 110,226,198  \n$1,281  \n$519,422  \n$(607,276) \n$(10,103) \n$(93,590)\n\n \n\n *The accompanying\nnotes are an integral part of these consolidated financial statements.*\n\n \n\nF-5\n\n \n\n**Terra Innovatum\nGlobal N.V.\n(formerly Terra Innovatum Global Srl.)\nConsolidated Statements of Cash Flows\n(all amounts in USD)(in thousands)**\n\n \n\n  \nFor The Years Ended\nDecember 31, \n\n  \n2025  \n2024 \n\nCash flows from operating activities \n   \n  \n\nNet income (loss) \n$539,524  \n$(34)\n\nAdjustments to reconcile net loss to net cash provided by (used in) operating activities \n    \n   \n\nUnrealized foreign exchange gain \n 54  \n \n-\n \n\nLoss on issuance of bridge loan and warrant liability \n 1,363  \n   \n\nChange in fair value of warrants \n (16,588) \n \n-\n \n\nChange in fair value of share-settled contingent liability \n (559,967) \n \n-\n \n\nShare-based compensation \n 19,725  \n \n-\n \n\nRemeasurement of bridge loan \n (16) \n \n-\n \n\nInterest expense - non-cash \n 1,414  \n \n-\n \n\nDepreciation expense \n 10  \n \n-\n \n\nIssuance costs allocated to liability classified warrants \n 9  \n \n \n \n\nChanges in operating assets and liabilities: \n    \n   \n\nDue from related parties \n \n-\n  \n 9 \n\nPrepaid expenses and other current assets \n (2,674) \n (67)\n\nAccounts receivable, net \n (5) \n \n-\n \n\nAccounts payable \n 4,940  \n 33 \n\nAccrued expenses and other current liabilities \n 1,912  \n 13 \n\nOther non-current liabilities \n 2  \n 4 \n\nNet cash used in operating activities \n (10,297) \n (42)\n\nCash flows from investing activities \n    \n   \n\nPurchases of equipment \n (108) \n \n-\n \n\nNet cash used in investing activities \n (108) \n \n-\n \n\nCash flows from financing activities \n    \n   \n\nProceeds from Bridge Loans \n 5,690  \n \n-\n \n\nPayment of debt issuance costs for Bridge Loans \n (24) \n \n-\n \n\nProceeds from Business Combination, net of transaction costs \n 69,878  \n \n-\n \n\nProceeds from PIPE financing \n 36,835  \n \n-\n \n\nPayments to related party loans \n (116) \n 112 \n\nNet cash provided by financing activities \n 112,263  \n 112 \n\nEffect of exchange rate changes on cash and cash equivalents \n 955  \n (3)\n\nNet change in cash and cash equivalents \n 101,858  \n 70 \n\nCash and cash equivalents at beginning of the period \n 69  \n 2 \n\nCash and cash equivalents at end of the period \n$102,882  \n$69 \n\nSupplemental disclosures of cash flow information: \n    \n   \n\nCash paid for interest \n$\n-\n  \n$\n-\n \n\nCash paid for income taxes \n$\n-\n  \n$\n-\n \n\nNon-cash investing and financing activities: \n    \n   \n\nInitial value of warrant liabilities issued in connection with Bridge Loans \n$5,703  \n$\n-\n \n\nConversion of Bridge Loans \n$2,747  \n$\n-\n \n\nReclassification of excess of fair value of share-settled contingent\nliability over additional paid-in capital to accumulated deficit \n$1,146,762  \n$\n-\n \n\nIssuance of Share-settled Contingent Liability \n$1,250,223  \n$\n-\n \n\nConversion of share-settled Contingent Liability into ordinary shares upon milestone achievement \n$514,510  \n$\n-\n \n\nIssuance of ordinary shares and Advisor Warrant in exchange for services \n$14,039  \n$\n-\n \n\n  \n\n *The accompanying\nnotes are an integral part of these consolidated financial statements*\n\n \n\nF-6\n\n \n\n**Terra Innovatum Global\nN.V.\n(formerly Terra Innovatum Global Srl.)\nNotes to the Consolidated Financial Statements\n(in thousands except share and per share amounts)**\n\n** **\n\n**Note 1. Organization**\n\n \n\n**Organization**\n\n \n\nTerra Innovatum Global N.V. (the **“Company”** or **“Terra”**)\nis a Dutch public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands. The Company is registered\nin the Netherlands, and its legal headquarters is in Lucca Italy, San Marco district at Via Matteo Trenta No. 117.\n\n \n\nOn October 9, 2025, the Company consummated a business combination\nwith GSR III Acquisition Corp. (**“GSR III”**) pursuant to a Business Combination Agreement dated April 21, 2025, as amended\n(the **“Business Combination”**) (see Note 2 – Business Combination). As a result of the Business Combination, the\nCompany became a publicly traded parent company of the combined organization. The Company’s ordinary shares commenced trading on\nThe Nasdaq Stock Market LLC (**“Nasdaq”**) under the symbol “NKLR” on October 10, 2025.\n\n \n\nFollowing the Business Combination, Terra Innovatum Srl. (**“Legacy\nTerra”**), the private operating company prior to the Business Combination, continues to operate as a wholly owned subsidiary\nof the Company.\n\n \n\n**Nature of Operations**\n\n \n\nThe Company is engaged in the development of nuclear energy technology\nfocused on the design of a micro-modular nuclear reactor known as the SOLO Micro-Modular Nuclear Reactor (**“SOLO”**).\nThe Company’s activities are currently centered on engineering design, technology validation, regulatory engagement, and supply\nchain planning related to the SOLO reactor. The SOLO reactor is designed to generate approximately 1 megawatt electric (**“MWe”**)\nof baseload power through a gas-cooled system utilizing commercially available low enriched uranium (**“LEU”**). The reactor\ndesign contemplates extended operating cycles, including refueling capabilities, subject to regulatory approval.\n\n \n\nAs of December 31, 2025, the Company has completed the conceptual and\ndetailed design phases of the reactor and has validated certain key technological components. The Company has initiated pre-application\nengagement with the U.S. Nuclear Regulatory Commission (**“NRC”**) and is progressing through regulatory and licensing\nactivities required for future construction and operation. The Company has not yet constructed a commercial reactor and has not generated\nrevenues from operations. All activities to date relate to research and development and preparation for potential future commercialization.\n\n \n\n**Risks and Uncertainties**\n\n \n\nThe Company is an early-stage nuclear energy technology\ncompany and has not generated revenue from its principal activities. The Company’s current activities involve significant risks\nand uncertainties, including, but not limited to, its ability to obtain required regulatory approvals for its reactor technology and its\nability to secure additional financing to fund operations through commercialization. The regulatory approval process for nuclear technologies\nis complex, time-consuming, and subject to factors beyond the Company’s control. In addition, the Company will require substantial\nadditional capital to complete development and achieve commercialization, and there can be no assurance that such financing will be available\non acceptable terms, or at all. These factors raise significant risks and uncertainties that could materially impact the Company’s\nfuture operations and financial condition.\n\n \n\n**Note 2. Business Combination**\n\n** **\n\nOn April 21, 2025, GSR III, Legacy Terra, Terra Innovatum Global Srl.,\nTerra MergerCo, and certain other parties entered into a business combination agreement, as amended (the **“Business Combination\nAgreement”**). GSR III held an extraordinary general meeting of shareholders on October 7, 2025 (the **“Special Meeting”**),\nat which GSR III shareholders approved the transactions contemplated by the Business Combination Agreement. Pursuant to the terms and\nsubject to the conditions set forth in the Business Combination Agreement, the business combination was consummated on October 9, 2025\n(the **“Closing Date,”** and such consummation, the **“Closing”**).\n\n \n\nF-7\n\n \n\n**Terra Pre-Closing Restructuring**\n\n** **\n\nPrior to the Closing, Legacy Terra completed a series of restructuring\ntransactions (the **“Terra Pre-Closing Restructuring”**) to establish a holding company structure.\n\n \n\nOn April 29, 2025, Legacy Terra formed Terra Innovatum Global Srl.\nwith the same quotaholders in the same ownership percentages as Legacy Terra. On June 23, 2025, the quotaholders contributed 100% of their\nrespective quotas in Legacy Terra to Terra Innovatum Global Srl (the **“Contribution”**), resulting in Legacy Terra becoming\na wholly owned subsidiary of Terra Innovatum Global Srl. Subsequently, Terra Innovatum Global Srl. formed Terra MergerCo (**“MergerCo”**)\nas a wholly owned subsidiary for the sole purpose of effecting the business combination. On October 7, 2025, Terra Innovatum Global Srl.\ncompleted a cross-border conversion into Terra Innovatum Global N.V., the Company.\n\n \n\nIn connection with the cross-border\nconversion, each issued and outstanding quota of Terra Innovatum Global Srl was converted into:\n\n \n\n●475,000 Terra ordinary shares per quota (the **“Common Conversion Ratio”**), and\n\n \n\n●80 Convertible Preferred Shares (the **“Convertible Preferred Shares”**) per quota (the **“Preferred Conversion Ratio”**).\n\n \n\nAs a result of the conversion\nof 100 quotas at the Common Conversion Ratio, 47,500,000 Terra ordinary shares were issued to former Terra Innovatum Global Srl. quotaholders.\n\n \n\nThe Terra Pre-Closing Reorganization was accounted for as a transaction\nbetween entities under common control in accordance with Accounting Standards Codification (**“ASC”**) 805-50. Accordingly,\nassets and liabilities were recorded at historical carrying amounts, no goodwill or gain or loss was recognized. As the reorganization\nresulted in a change in the reporting entity, the consolidated financial statements have been retrospectively adjusted to include the\nhistorical financial results of Legacy Terra, the Company’s predecessor, for all periods presented, as if the current corporate\nstructure had been in effect since the earliest period presented.\n\n \n\n**PIPE Financing**\n\n \n\nIn connection with the Business Combination, in September 2025 and\nOctober 2025, GSR III entered into subscription agreements (the **“PIPE Subscription Agreements”**) with certain accredited\ninvestors (the **“Subscribers”**), pursuant to which GSR III agreed to issue and sell, in a private placement (the **“PIPE\nFinancing”**), Terra ordinary shares (the **“PIPE Shares”**) at a purchase price of $10.00 per share. In connection\nwith the PIPE Financing, GSR III also agreed to issue warrants to purchase Terra ordinary shares, consisting of (i) warrants exercisable\nat $12.00 per share (the **“Half Warrants”**), issued at a ratio of one Half Warrant for every two PIPE Shares, and (ii)\nwarrants exercisable at $16.00 per share (the **“Quarter Warrants”**), issued at a ratio of one Quarter Warrant for every\nfour PIPE Shares (together with the Half Warrants, the **“PIPE Warrants”**). The PIPE Warrants are exercisable immediately\nupon issuance and have a term of five years from the date of issuance. Upon the Closing, the Company assumed GSR III’s rights and\nobligations under the PIPE Subscription Agreements and PIPE Warrants.\n\n \n\n**Closing of the Business\nCombination**\n\n** **\n\nAt the effective time of\nthe Closing, MergerCo merged with and into GSR III, the separate corporate existence of MergerCo ceased, and GSR III survived the Business\nCombination as a wholly owned subsidiary of the Company. Each issued and outstanding GSR III Class A and Class B ordinary share outstanding\nimmediately prior to the Closing was converted into one Terra ordinary share on a one-for-one basis. In addition, each whole GSR III right\noutstanding immediately prior to the Closing automatically converted into one GSR III Class A ordinary share immediately prior to the\nClosing, which then converted into one Terra ordinary share at Closing. Certain GSR III public shareholders elected to redeem their shares\nfor cash in accordance with GSR III’s governing documents.\n\n** **\n\nIn connection with the Closing\nand related arrangements, the following equity instruments were issued or became issuable:\n\n \n\n●47,500,000 Terra ordinary shares were\nissued to former Terra Innovatum Global Srl. quotaholders;\n\n \n\n●21,176,965 Terra ordinary shares were issued to GSR III public shareholders, the sponsor and related parties,\nand other investors on a one-for-one basis for GSR III Class A and Class B ordinary shares and exercised rights, net of redemptions;\n\n \n\nF-8\n\n \n\n●549,500 Terra ordinary shares held by the Sponsor (converted from GSR III Class B ordinary shares) became\nsubject to vesting and forfeiture conditions tied to post-Closing milestones.\n\n \n\n●8,000 Convertible Preferred Shares were issued to former Terra\nInnovatum Global Srl. quotaholders, contingently convertible into up to 80,000,000 Terra ordinary shares\nsubject to market-based, regulatory, and performance-based milestones;\n\n \n\n●Pursuant to a financial advisory arrangement, the Company paid Park\nAvenue Capital Group Corp. (**“PAC”**) a $2,500 cash success fee at Closing and issued to PAC (i) 223,000 Terra ordinary\nshares as a success-based fee, (ii) a warrant exercisable for up to 1,000,000 Terra ordinary shares at an exercise price of $7.00 per\nshare, and (iii) 40 Terra Convertible Preferred Shares that are contingently convertible into 400,000 Terra ordinary shares under milestone-based\nconditions generally consistent with those applicable to the Convertible Preferred Shares issued to former Terra Innovatum Global Srl.\nquotaholders.\n\n \n\n●Convertible bridge loans (including principal and accrued interest) outstanding at Closing converted into\n851,483 Terra ordinary shares at a conversion price of $7.00 per share, and the Company issued\nwarrants to bridge lenders exercisable at $11.50 and $15.00 per share with a term of 36 months from the Closing.\n\n \n\nConcurrent with the Closing,\nthe Company entered into a registration rights agreement granting certain holders registration rights with respect to their shares and\nother equity securities.\n\n \n\nTotal proceeds received from the Business Combination\nand PIPE Financing, net of redemptions and transaction costs, totaled approximately $106,713. Proceeds from the business combination include\ncash acquired from GSR III upon the Closing.\n\n \n\n**Accounting Treatment**\n\n \n\nThe Business Combination\nwas accounted for as a recapitalization by way of an asset acquisition in accordance with U.S. GAAP, as management determined that GSR\nIII did not meet the definition of a business under ASC 805 because its assets consisted primarily of cash and investments held in trust\nand it did not have substantive operations.\n\n \n\nTerra, which is controlled\nby legacy Terra Innovatum Global Srl. quotaholders, has been determined to be the accounting acquirer based on the following:\n\n \n\n  ● Legacy Terra Innovatum Global Quotaholders held a majority of the voting interest in the Company, with 67.6% of the voting power held by legacy Terra Innovatum Global Quotaholders at Closing.\n\n \n\n●All of the senior management of the Company will come from the senior management of Terra Innovatum.\n\n \n\n \n●\nTerra Innovatum will appoint a majority of the directors to the Board of Directors.\n\n \n\n●The intended strategy of the Company will be to continue to focus on Terra Innovatum’s core service\nofferings.\n\n \n\nAccordingly, the transaction\nwas treated as the equivalent of Terra issuing equity interests in exchange for the net monetary assets of GSR III, with the net assets\nof GSR III recorded at their historical carrying values, which approximate fair value, and no goodwill or other intangible assets recognized.\n\n \n\nAccordingly, the consolidated\nassets, liabilities, and results of operations presented are those of the Company, and the shares and corresponding per-share amounts\n(including loss per share) for all prior periods have been retroactively restated to reflect the share exchanges and recapitalization\ndescribed above.\n\n \n\nF-9\n\n \n\nThe following table presents\nthe total the Company’s ordinary shares outstanding immediately after the Closing:\n\n \n\n  \nShares \n\nOrdinary Shares held by Terra Innovatum Global Quotaholders \n 47,500,000 \n\nOrdinary Shares held by GSR III public shareholders \n 11,810,108 \n\nOrdinary Shares held by Sponsor and related parties of Sponsor \n 6,232,857 \n\nOrdinary Shares held by unrelated third parties \n 1,074,483 \n\nOrdinary Shares underlying the PIPE Financing \n 3,683,500 \n\nTotal Ordinary Shares \n 70,300,948 \n\n  \n\n*Includes\n6,232,857 shares issued to the Sponsor and related parties at the Closing, of which 549,500 shares (the **“Vesting Sponsor Shares”**)\nare subject to vesting and forfeiture conditions pursuant to the Business Combination Agreement. Although legally issued and outstanding,\nthe Vesting Sponsor Shares are not considered outstanding for accounting purposes until the applicable vesting conditions are satisfied.*\n\n \n\n**Note 3. Summary of\nSignificant Accounting Policies**\n\n \n\n**Basis of Presentation\nand Principles of Consolidation**\n\n \n\nThe accompanying consolidated financial statements\nhave been prepared in accordance with US generally accepted accounting principles (**“US GAAP”**) and applicable rules\nand regulations of the U.S. Securities and Exchange Commission (**“SEC”**). Any reference in these notes to applicable\nguidance is meant to refer to U.S. GAAP, as found in the ASC and Accounting Standards Updates (**“ASUs”**) of the Financial\nAccounting Standards Board (**“FASB”**). The consolidated financial statements include the financial statements of Terra\nInnovatum Global N.V. and its subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial\nstatements have been prepared on a going concern basis based on the Company’s cash and cash equivalents of $102,882 as of December\n31, 2025 and the Company’s budgeted cash flows for the twelve months following the issuance date of June 15, 2026.\n\n \n\n**Basis of Consolidation**\n\n \n\nThe consolidated financial statements of the Company\nare presented in U.S. dollars and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and\ntransactions have been eliminated in consolidation.\n\n \n\nThe Company determines whether to consolidate an entity based on whether\nit has a controlling financial interest under ASC Topic 810, *Consolidation* (**“ASC 810”**). A controlling financial\ninterest may be established through either (i) the variable interest entity (**“VIE”**) model or (ii) voting interest model\n(**“VOE”**).\n\n \n\nUnder the VIE model, an entity is considered a\nVIE if, among other factors, (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without\nadditional subordinated financial support, (ii) the equity holders lack the characteristics of a controlling financial interest, or (iii)\nvoting rights are not substantive. The Company consolidates a VIE if it is the primary beneficiary, defined as the party that both (i)\nhas the power to direct the activities that most significantly impact the entity’s economic performance and (ii) has the obligation\nto absorb losses or the right to receive benefits that could potentially be significant.\n\n \n\nF-10\n\n \n\nIf an entity does not meet the definition of a\nVIE, the Company evaluates consolidation under the voting interest model. Under this model, the Company consolidates entities in which\nit has a controlling financial interest, generally evidenced by ownership of a majority of the voting interests. The Company has evaluated\nits legal entities under ASC 810-10-15-14 and determined that none meet the definition of a VIE. Accordingly, the Company applies the\nvoting interest model and consolidates its subsidiaries based on its controlling financial interest, which is evidenced by 100% ownership\nof the voting interests.\n\n** **\n\n**Use of Estimates**\n\n \n\nThe preparation of financial statements in conformity\nwith U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses,\nand disclosures of contingencies. Significant estimates include, but are not limited to, the fair value of share-settled contingent liabilities,\nequity-based compensation, warrant valuations, PIPE Financing valuation, useful lives of long-lived assets, and deferred tax assets and\nrelated valuation allowances. Actual results may differ from those estimates.\n\n** **\n\n**Foreign Currency Translation\nand Transaction Gains and Losses**\n\n \n\nThe Company’s reporting currency is the United States Dollar\n(**“$”**), while its functional currency is the Euro (**“€”**), which it uses for conducting business\nand maintaining its books and records. The accompanying consolidated financial statements are presented in US$.\n\n \n\nMonetary assets and liabilities denominated in\nforeign currencies are remeasured at period-end exchange rates, and resulting foreign exchange gains and losses are recognized in earnings.\nFor such monetary assets and liabilities that are measured at fair value, the Company has elected to present foreign exchange gains and\nlosses arising from remeasurement within the same line item as the change in fair value of the underlying instruments in the consolidated\nstatements of operations, as such amounts are considered an integral component of the overall fair value measurement. For other monetary\nassets and liabilities not measured at fair value, foreign exchange gains and losses are presented within other income (expense), net\nin the consolidated statements of operations.\n\n \n\nIn accordance with ASC 830-30, *Translation of Financial Statements*,\nthe Company and its subsidiary, Terra Innovatum Srl., translate their assets and liabilities from their functional currency into US$ using\nthe exchange rate at the balance sheet date. Revenues and expenses are translated at the average exchange rate for the reporting period.\nTranslation gains and losses are recorded as a separate component of accumulated other comprehensive income (**“AOCI”**)\nwithin the consolidated statements of changes in shareholders’ deficit.\n\n \n\nCash flows are translated at\naverage exchange rates for the reporting period. As a result, the amounts presented in the consolidated statements of cash flows may not\ndirectly reconcile with the corresponding changes in balances reported on the balance sheets.\n\n \n\nDuring the year ended December 31, 2025, net foreign currency\ntransaction losses recognized in the consolidated statements of operations and comprehensive income, primarily from remeasurement of monetary\nassets and liabilities denominated in currencies other than the functional currency, totaled approximately $1 and are included\nin other expense, net.\n\n \n\n**Cash and Cash Equivalents**\n\n \n\nThe Company considers all highly\nliquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents\nare stated at cost, which approximates market value, because of the short maturity of these instruments. The Company had $102,882 and\n$69 in cash as of December 31, 2025 and 2024, respectively. The Company had no cash equivalents as of December 31, 2025 and\n2024.\n\n \n\n**Other income – Related\nparty**\n\n** **\n\nOther income generated from engineering consulting\nservices provided to related parties that are unrelated to the Company’s core business. This income is recognized as the related\nperformance obligations are satisfied.\n\n \n\nF-11\n\n \n\n**General and Administrative\nCosts**\n\n** **\n\nGeneral and administrative\ncosts include personnel-related expenses, director and contractor compensation, professional and consulting fees, software subscription\nand IT costs, office rent, vehicle rentals, and other facility-related expenses, insurance, bank charges, travel and lodging, membership\nfees, conference and registration costs, advertising and corporate representation costs, taxes and duties, and other governmental fees,\ndepreciation of computer equipment, licenses, trademarks, capitalized development amortization, as well as stock-based compensation. General\nand administrative costs also include expenses recognized based on the underlying terms of each agreement, whereby milestone-based obligations\nare recorded when the related milestone is achieved, recurring service arrangements are recognized over time as services are received,\nand one-time deliverables are expensed at the point in time the service or deliverable is provided.\n\n \n\n**Development Costs**\n\n \n\nDevelopment costs represent costs incurred to\ndesign and engineer SOLO. These costs include personnel-related expenses (such as salaries, employee benefits and bonuses), software and\ncomputing costs, hardware and experimental supplies, and fees for outside engineering, analytical, and consulting services.\n\n** **\n\n**Prepaid Expenses and Other\nCurrent Assets**\n\n** **\n\nPrepaid expenses and other\ncurrent assets primarily consist of amounts paid in advance for goods or services to be consumed in future periods and other assets expected\nto be realized within one year. Prepaid expenses are recorded when paid and are expensed on a straight-line or usage-based basis over\nthe periods in which the related benefits are received, in accordance with ASC 340.\n\n \n\n**Equipment**\n\n \n\nThe Company’s fixed\nassets are comprised of computer equipment. Computer equipment is stated at cost, net of accumulated depreciation. The Company capitalizes\npurchases of computer equipment that exceed its capitalization threshold and have a useful life of greater than one year. Depreciation\nis computed using the straight-line method over the estimated useful life of the asset. For computer equipment, the Company has determined\na useful life of 6 years. Depreciation expense is recognized beginning in the month the asset is placed into service. Maintenance and\nrepairs are expensed as incurred, while improvements that extend the useful life or enhance the functionality of the equipment are capitalized.\nUpon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the respective accounts, and any\nresulting gain or loss is recognized in the period of disposal.\n\n \n\n**Leases**\n\n** **\n\nThe Company applies ASC 842\nto all lease arrangements. The Company’s office leases qualify as short-term leases (terms of 12 months or less), for which the\nCompany elected the short-term lease exemption. Accordingly, no right-of-use asset or lease liability is recognized. Lease expense for\nshort-term leases is recognized on a straight-line basis over the lease term.\n\n** **\n\n**Fair Value Measurement**\n\n \n\nThe Company measures certain\nfinancial assets and liabilities at fair value in accordance with ASC 820. Fair value is a market-based measurement that should be\ndetermined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions,\nthe Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various\nvaluation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below:\n\n \n\n \nLevel 1 —\nQuoted prices in active markets for identical instruments.\n\n \n \n \n\n \nLevel 2 —\nQuoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.\n\n \n \n \n\n \nLevel 3 —\nValuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.\n\n \n\nThe Company’s assessment\nof the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific\nto the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input\nthat is significant to the fair value measurement.\n\n** **\n\n**Warrants and Derivative\nInstruments**\n\n \n\nThe Company evaluates warrants and other equity-linked\nfinancial instruments, including contingently issuable warrants, under ASC 815-40, *Derivatives and Hedging—Contracts in an Entity’s\nOwn Equity*, and ASC 480-10, *Distinguishing Liabilities from Equity*, to determine appropriate classification and subsequent\nmeasurement.\n\n \n\nF-12\n\n** **\n\nInstruments that meet the conditions for equity\nclassification under ASC 815-40 (including being indexed to the Company’s own stock and requiring physical or net share settlement\nwith no provisions that could require cash settlement outside the Company’s control) are classified in equity at issuance and are\nnot subsequently remeasured.\n\n \n\nInstruments that do not meet the equity-classification\nconditions under ASC 815-40 or that otherwise meet liability-classification criteria under ASC 480-10 are classified as liabilities. Such\ninstruments are initially measured at fair value and subsequently remeasured at each reporting date, with changes in fair value recognized\nin earnings.\n\n \n\nIn accordance with ASC 815-40, equity-linked instruments\nthat are contingently issuable, exercisable, or settleable are considered issued for accounting purposes when an enforceable contract\nor arrangement exists, regardless of whether the contingencies have been resolved. Accordingly, contingently issuable warrants entered\ninto prior to the consummation of a business combination (including warrants issuable upon the completion of a de-SPAC transaction) are\nrecognized prior to the de-SPAC, provided that the counterparty has delivered consideration or performed under the arrangement.\n\n \n\nContingently issuable warrants are evaluated at\ninception to determine whether they qualify for equity classification or represent liability-classified equity-linked instruments prior\nto resolution of the contingency. Liability-classified contingent warrants are initially measured at fair value on the issuance date and\nsubsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings, until the contingency\nis resolved or equity classification becomes appropriate.\n\n \n\nUpon resolution of a contingency for instruments\nthat qualify for equity classification, any previously liability-classified warrants are reclassified to equity at their fair value on\nthe resolution date and are not remeasured thereafter.\n\n \n\nThe Company also evaluates whether warrants or\nother equity-linked instruments contain foreign-currency-denominated exercise prices or other cross-currency features. Instruments that\nare not indexed to the Company’s functional currency, as determined under ASC 815-40, are classified as liabilities and measured\nat fair value, with changes recognized in earnings.\n\n \n\n**Share-settled Contingent\nLiability**\n\n* *\n\nThe Company enters into arrangements that require\nsettlement through the issuance of its ordinary shares upon the occurrence of specified contingent events. The Company evaluates such\narrangements to determine the appropriate classification as either a liability or equity in accordance with ASC 480-10, Distinguishing\nLiabilities from Equity, and ASC 815-40, Contracts in Entity’s Own Equity. An obligation is classified as a liability when the arrangement\nrequires settlement for a fixed or determinable monetary amount through the issuance of a variable number of shares or otherwise does\nnot meet the criteria for equity classification.\n\n \n\nShare-settled contingent liabilities are initially\nrecorded at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value including the effect\nof foreign exchange translation, recognized in “change in fair value – share settled contingent liability” in the consolidated\nstatements of operations and comprehensive income. The liability is derecognized upon settlement or extinguishment of the underlying obligation.\n\n \n\nThe determination of fair\nvalue requires management judgment and the use of significant estimates, including assumptions regarding the expected term of the contingent\nobligation (i.e., the estimated period until the contingency is resolved or the award settles), the Company’s stock-price volatility\nover that expected term, the probability of achieving any relevant performance or market conditions, and appropriate discount rates. Expected\nterm is based on the contractual term of the arrangement, adjusted as necessary for management’s expectations about the timing of\nsettlement events.\n\n** **\n\n**Convertible Preferred\nShares**\n\n** **\n\nPreferred shares that contain\nsettlement features not solely indexed to the Company’s own stock, or that may require issuing a variable number of ordinary shares,\nare classified as liabilities and remeasured at fair value each period. Preferred shares that require or permit settlement solely in equity\ninstruments and meet equity classification criteria are recorded in permanent equity.\n\n \n\n**Debt Instruments**\n\n** **\n\nThe Company records Bridge Loans (as defined in\nNote 7 – Bridge Loans) and other debt instruments at amortized cost in accordance with ASC 470, *Debt*. Debt is initially recognized\nnet of original issue discounts and debt issuance costs, which are amortized using the effective interest method over the contractual\nterm. PIK interest is accrued as incurred, added to the principal balance, and recognized in interest expense.\n\n \n\nUpon conversion of debt into\nequity pursuant to the contractual terms (e.g., at the closing of a business combination), the carrying amount of the debt—including\nprincipal, accrued PIK interest, and unamortized discounts and issuance costs—is derecognized and reclassified to equity, and no\ngain or loss is recognized, consistent with ASC 470-20-40-4.\n\n** **\n\nF-13\n\n** **\n\n**Equity-based Compensation**\n\n** **\n\nThe Company accounts for\nequity-based awards granted to employees, directors, and nonemployees in accordance with ASC 718, Compensation-Stock Compensation. Equity-based\nawards are measured at their grant-date fair value and recognized as compensation cost over the requisite service period. Fair value is\ndetermined using the Black-Scholes option-pricing model, the Monte Carlo valuation model, or other appropriate valuation techniques depending\non terms of the award.\n\n \n\n**Employee and Director\nAwards**\n\n** **\n\nEquity-based awards granted\nto employees and directors that contain service conditions are recognized as compensation expense over the requisite service period using\neither a straight-line or graded vesting attribution method, based on the terms of the award. For employee and director awards with cliff-vesting\nprovisions, compensation cost is recognized on a straight-line basis over the requisite service period.\n\n** **\n\n**Nonemployee Awards**\n\n \n\nEquity-based awards granted to nonemployees are\naccounted for on the same measurement basis as employee awards and are measured at grant-date fair value once the performance or service\ncriteria for grant-date classification are met. However, compensation cost for nonemployee awards is recognized over the period in which\nthe goods or services are provided, using an attribution method consistent with the pattern in which the related goods or services are\nreceived, as if the Company had paid cash for those goods or services. The Company applies judgment in determining the appropriate attribution\nmethod for nonemployee awards, and the straight-line or graded vesting attribution election applicable to employee awards does not apply\nto nonemployee awards.\n\n \n\nThe Company accounts for forfeitures as they occur.\n\n \n\nThe Company determines the\ngrant date fair value of nonemployee awards using a Black-Scholes option pricing model that requires management to make assumptions and\njudgments including, but not limited to the following:\n\n \n\n●Expected\nterm: The estimate of the expected term of awards is determined in accordance with the simplified method which estimates the term based\non an averaging of the vesting period and contractual term of the option grant for employee awards. The Company uses the contractual\nterm for non-employee awards.\n\n \n\n●Expected\nvolatility. The Company determines the expected volatility by weighing the historical average volatilities of publicly traded industry\npeers and its own trading history. The Company intends to continue to consistently apply this methodology using the same or similar public\ncompanies until a sufficient amount of historical information regarding the volatility of the Company’s own common share price becomes\navailable, unless circumstances change such that the identified companies are no longer similar to the Company, in which case more suitable\ncompany stock prices that are publicly available would be utilized in the calculation.\n\n \n\n●Risk-free\ninterest rate: The risk-free interest rate used to value nonemployee awards is based on the United States Treasury yield in effect at\nthe time of grant for a period consistent with the expected term of the award.\n\n \n\n●Dividend\nyield: The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends for the foreseeable\nfuture.\n\n \n\n●Forfeiture\nrate: Stock-based compensation expense is reduced for forfeitures only when they occur.\n\n \n\n●Fair\nvalue of Common Stock: The closing price of the Company’s common shares on Nasdaq is used as the fair value of the common shares.\n\n \n\n**Related Party Transactions**\n\n** **\n\nTransactions with related\nparties are measured at the exchange amount, which is the amount established and agreed to by the related parties. The Company discloses\nmaterial related-party transactions, including loans, engineering agreements, leases, and service arrangements. Related-party transactions\nare reviewed by management for reasonableness; however, such transactions may not be conducted at terms equivalent to those that prevail\nin arm’s-length transactions.\n\n \n\n**Concentration of Credit\nand Supplier Risk**\n\n** **\n\nThe Company maintains cash\ndeposits with financial institutions that may exceed federally insured limits. The Company is also dependent on a limited number of specialized\nengineering and nuclear-technology vendors. The loss of any such vendor could have a material impact on operations.\n\n** **\n\nF-14\n\n \n\n**Commitments and Contingencies**\n\n** **\n\nThe Company records a liability\nfor loss contingencies when it is probable that a loss has been incurred and the amount is reasonably estimable. Gain contingencies are\nrecognized only when realized.\n\n \n\n**Comprehensive Income**\n\n \n\nASC 220, *Comprehensive\nIncome*, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances.\nComprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive\n(loss) income, as presented in the accompanying consolidated statements of changes in shareholders’ deficit, consists of changes\nin unrealized gains and losses on foreign currency translation.\n\n** **\n\n**Net Income (Loss) Per\nShare**\n\n \n\nBasic net income (loss) per\nshare is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding\nduring the period. Diluted net income (loss) per share reflects the potential dilution that could occur if potential ordinary shares were\nissued and is computed in accordance with ASC 260, *Earnings Per Share*. Potential ordinary shares may include, among others,\ncontingently issuable shares and warrants evaluated under the treasury stock method, if dilutive.\n\n** **\n\n**Segments**\n\n \n\nThe Company operates and manages its business as a single operating\nsegment. Operating segments are identified based on the information reviewed by the Company’s chief operating decision maker (**“CODM”**)\nfor purposes of allocating resources and assessing performance. The Company has determined that its chief executive officer and founding\nofficers, acting collectively, constitute the CODM.\n\n \n\nThe CODM reviews financial\ninformation on a consolidated basis, including consolidated statements of operations, balance sheets, cash flows, and key expense metrics,\nsuch as general and administrative expenses and development costs. Discrete financial information is not prepared or reviewed by product\nline, function, or geographic area. As a result, the Company has one operating segment, which is also its single reportable segment.\n\n** **\n\n**Income Taxes**\n\n \n\nThe Company accounts for income taxes using the asset and liability\nmethod in accordance with ASC Topic 740, Income Taxes (**“ASC 740”**). Under this method, deferred tax assets and liabilities\nare recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and\nthe tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities\nare measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected\nto be recovered or settled. The effect on deferred tax assets and liabilities of a change in enacted tax rates is recognized in income\nin the period that includes the enactment date (ASC 740-10-45-15).\n\n \n\nThe Company provides a valuation allowance when it believes that its\ndeferred tax assets are not recoverable based on an assessment of estimated future taxable income that incorporates ongoing, prudent and\nfeasible tax-planning strategies, that would be implemented, if necessary, to realize the deferred tax assets. Amounts recorded for valuation\nallowances require judgments about future income which can depend heavily on estimates and assumptions. All deferred tax assets and liabilities\nwithin the same tax jurisdiction are presented as a net amount in the noncurrent deferred tax assets or noncurrent deferred tax liabilities\nsections of our consolidated balance sheet.\n\n \n\nThe Company applies the recognition and measurement\nprovisions of ASC 740-10-25 with respect to uncertain tax positions. A tax benefit is recognized only when it is more likely than not\n(a likelihood of more than 50%) that the position will be sustained upon examination by the relevant taxing authority based on its technical\nmerits. The amount of tax benefit recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate\nsettlement.\n\n \n\nClassification of interest and penalties (ASC\n740-10-45-25). The Company has elected to classify interest accrued on underpayments of income taxes and penalties related to uncertain\ntax positions as a component of income tax expense in the consolidated statements of operations and comprehensive loss. Accrued interest\nand penalties are included within income taxes payable (or other non-current tax liabilities, as applicable) on the consolidated balance\nsheet. This policy is applied consistently across all jurisdictions in which the Company operates.\n\n \n\n**Emerging Growth Company\nStatus**\n\n \n\nThe Company is an emerging growth company, as defined in the Jumpstart\nOur Business Startups Act of 2012 (**“the JOBS Act”**). Under the JOBS Act, emerging growth companies can delay\nadopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply\nto private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards\nthat have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging\ngrowth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.\nAs a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting\npronouncements as of public company effective dates.\n\n** **\n\nF-15\n\n \n\n**Recently Adopted Accounting Pronouncements**\n\n** **\n\nIn December 2023, the FASB issued Accounting Standards Update (**“ASU”**)\nNo. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things: (i) a disaggregated\neffective tax rate reconciliation using both percentages and reporting currency amounts, with separate disclosure of items meeting or\nexceeding a 5% threshold; and (ii) disaggregated income taxes paid by jurisdiction. The Company adopted ASU 2023-09 for the annual period\nending December 31, 2025, on a prospective basis in accordance with ASC 740-10-65-9. The adoption affected only the Company’s income tax\ndisclosures and had no impact on its consolidated financial position, results of operations, or cash flows.\n\n** **\n\n**Recent Accounting Pronouncements**\n\n \n\nIn November 2024, the FASB issued ASU No. 2024-03, *Income\nStatement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement\nExpenses. *Subsequently, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of this\nguidance*.* ASU 2024-03 requires enhanced disclosure regarding specific expense categories, such as inventory costs, employee\ncompensation, and depreciation, within the notes to the financial statements. The pronouncement is effective for annual reporting periods\nin fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption\npermitted. The guidance allows for either prospective or retrospective application. The Company does not expect the adoption of this pronouncement\nto have a material impact to its consolidated financial statements.\n\n \n\nIn September 2025, the\nFASB issued ASU No. 2025-07, *Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative\nScope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract* (ASU 2025-07),\nwhich refines the scope of Topic 815 by clarifying which contracts are subject to derivative accounting and expands the scope exception\nfor certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific\nto one of the parties to the contract. The guidance also provides clarification under Topic 606 for share-based payments from a customer\nin a revenue contract. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods within those\nannual reporting periods. Early adoption permitted. The Company is currently evaluating the impact of the adoption of this pronouncement,\nif any.\n\n \n\n**Note 4. Related Party\nTransactions**\n\n \n\n**Other Income**\n\n \n\nDuring the year ended December\n31, 2025 and 2024, the Company earned other income of $0 and $129, respectively. The consulting services are unrelated to the core business\nof the Company and are included in the statement of operations under other income — related party.\n\n \n\n**Consultant Agreements**\n\n** **\n\n*Massimo Morichi*\n\n* *\n\nOn April 18, 2025, the Company entered into a\nconsulting agreement with Massimo Morici, the Company’s Chief Strategy Officer and a member of the Board of Directors, which was\namended on December 23, 2025 and extended to December 31, 2025, pursuant to which Mr. Morici provided strategic and consulting services.\nDuring the year ended December 31, 2025, the Company awarded Mr. Morici an extraordinary bonus of $119 in connection with the completion\nof the business combination and related listing, costs of $79 for reimbursable expenses under the agreement (treated as compensation for\nservices) and paid approximately $198 to Mr. Morici for his consultancy services. This consultancy expired on December 31, 2025.\n\n \n\n*Guillaume Moyen*\n\n \n\nOn April 4, 2025, the Company entered into a consulting\nagreement with Guillaume Moyen, the Company’s former Chief Financial Officer and a former member of the Board of Directors, which\nwas amended on September 30, 2025, pursuant to which Mr. Moyen provided business support and advisory services. During the year ended\nDecember 31, 2025, the Company awarded Mr. Moyen an extraordinary bonus of $100 in connection with the completion of the business combination\nand related listing and paid approximately $167 to Mr. Moyen for his consultancy services. This consultancy expired on December 31, 2025.\n\n \n\n**Related Party Loan**\n\n \n\nDuring\n2024 and 2025, the Company entered into two interest free- loan agreements with Legacy Terra quotaholders (related parties),\nconsisting of (i) an agreement executed in 2024 for approximately $216 (the **“2024 Loan Agreement”**), which was\nfully funded by March 31, 2025, and (ii) an agreement executed on March 21, 2025 for $74 (the **“2025 Loan\nAgreement”**), which was funded through April 10, 2025. Both loans were unsecured and scheduled to mature on December 31,\n2040, with automatic annual extensions permitted through December 31, 2045, unless earlier repayment was requested by the Legacy\nTerra quotaholders. The loans were issued at par with no fees or discounts and do not include any rights or preferences that would\naffect the economics of the arrangement; accordingly, the terms were negotiated directly with related parties and were not intended\nto reflect market-based pricing.\n\n \n\nBased on the contractual\nterms of the arrangements, no interest was imputed on either loan. The loans were repaid in full upon the Closing of the Business Combination\n(see Note 2 – Business Combination), and no amounts were outstanding as of December 31, 2025.\n\n \n\nF-16\n\n** **\n\n**Lease Agreement**\n\n \n\nOn April 1, 2025, the Company entered into a lease agreement with\nNine Nuclear and Industrial Engineering S.R.L. (**“Nine”**), a related party, to sublease three office rooms from a property\nunit located in Lucca, Sorbano del Giudice, Via della Chiesa XXXII n. 759. The three office rooms will be used exclusively for professional\noffice purposes and related activities. The term of the lease agreement is 24 months starting from April 1, 2025 and ending\non March 31, 2027. Each party may withdraw from the lease agreement at any time before the expiration date of the contract without\nany penalty. The rent is $12 (€11) per annum, $1 (€1) monthly and an immaterial monthly fee as a flat-rate reimbursement for\nutilities and cleaning costs (the **“Lease Fee”**), with the total monthly amount to be paid no later than the 10th\nof each month. The Lease Fee will be updated annually by 75% of the variation in the official consumer price indices for worker and employee\nfamilies as determined by the Italian Statistics Day (**“ISTAT”**) in the previous year and subsequently year by year,\nwith the first update taking effect on April 1, 2026. During the year ended December 31, 2025, the Company paid $10 in rent.\n\n** **\n\n**Engineering Services Agreements**\n\n \n\nOn July 11, 2025, the Company entered into an engineering services\nagreement with Nine, a related party, to support the design of the SOLO project. Per the terms of the agreement, Nine committed to deliver\ncertain technical services to the Company with a total value of $215 (€184) plus value added tax (**“VAT”**). The\ncosts associated with these services were expensed during the year ended December 31, 2025. Any unpaid amounts as of year-end are included\nin accrued expenses and other current liabilities.\n\n** **\n\nOn July 23, 2025, the Company entered into an engineering services\nagreement with FPoliSolutions LLC (**“FPoli Solutions”**), a related party. As per the terms of the agreement, FPoliSolutions\nprovided support for the development of the SOLO Micro Modular Reactor including technical assistance in safety analysis, hazard modeling,\nradiological consequence evaluation, risk-informed safety assessments, and techno-economic analysis for $90 with work completed during\nSeptember 2025 included within general and administrative expenses in the Company’s consolidated statements of operations and comprehensive\nincome.\n\n \n\nOn October 30, 2025, the Company entered into\nan amendment to its existing engineering services agreement with FPoliSolutions. The amendment extends the scope of work through December\n31, 2025, and adds one full-time engineer on a fixed-price basis of $107.\n\n** **\n\n**Note 5. Prepaid Expenses\nand Other Current Assets**\n\n \n\nPrepaid expenses and other\ncurrent assets consisted of the following:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nInsurance \n$997  \n$\n-\n \n\nTax receivables \n 757  \n 2 \n\nValue added tax \n 407  \n \n-\n \n\nBank interest accrued \n 375  \n \n-\n \n\nAdvisory fees \n 243  \n \n-\n \n\nTechnical consultancy \n 177  \n \n-\n \n\nMembership fees \n 39  \n \n-\n \n\nAdvertising \n 27  \n \n-\n \n\nOther \n 126  \n 63 \n\nTotal prepaid expenses and other current assets \n$3,148  \n$65 \n\n \n\n**Note 6. Accrued\nExpenses and Other Current Liabilities**\n\n \n\nAccrued expenses and other\ncurrent liabilities consisted of the following:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nLegal, accounting and other professional services \n$947  \n$\n-\n \n\nWages payable \n 329  \n 10 \n\nValue added tax payable \n 315  \n \n-\n \n\nTechnical consultancy \n 238  \n \n-\n \n\nDirectors compensation \n 113  \n \n-\n \n\nCorporate and regional taxes payable \n \n-\n  \n 11 \n\nOther \n 67  \n \n-\n \n\nTotal accrued expenses and other current liabilities \n$2,009  \n$21 \n\n  \n\nF-17\n\n \n\n**Note 7. Bridge Loans**\n\n** **\n\n**Issuance and Terms (Pre-Business\nCombination)**\n\n \n\nDuring May, June, August and September 2025, Terra Innovatum Global\nSrl. entered into unsecured note subscription agreements (the **“Bridge Loans”**) with multiple lenders for aggregate gross\nproceeds of $5,690. The Bridge Loans bear interest at a fixed annual rate of 15%, payable-in-kind- (**“PIK”**) on the outstanding\nprincipal, and mature one year from their issuance dates. The Bridge Loans provided for mandatory early redemption upon consummation of\na qualifying business combination. A portion of the Bridge Loans was issued to certain related parties. A portion of the Bridge Loans\ntotaling $690 in aggregate principal was issued to certain employees of GSR III who were related parties prior to the Business Combination.\nBridge Loans issued to related parties were on the same terms and conditions as those issued to third-party lenders.\n\n \n\nThe Company incurred a total debt discount of $4,318 for the Bridge\nLoans as a result of the allocation of proceeds to the warrants that were to be issued following consummation of the Merger, and incurred\ntotal debt issuance costs of $14 which were amortized over the term of the loans using the effective interest method or the straight-line\nmethod, applicable. Interest expense, including expense related to PIK interest of $251 and amortization of debt discount of $1,198 offset\nby approximately $23 related to foreign exchange differences, for the year ended December 31, 2025 totaled $1,426.\n\n \n\nIn 2025, Terra Innovatum Global Srl. executed letter agreements providing\nthat, upon completion of the Business Combination, all outstanding principal and accrued PIK interest would automatically convert into\nordinary shares at a fixed price of $7.00 per share (the **“Bridge Loan Conversion”**). If the Business Combination did\nnot occur by April 30, 2026, the conversion price would be based on a valuation of $100,000 divided by the fully diluted equity of Terra\nInnovatum Global Srl. The agreements also provided lenders a liquidation preference on shares received upon conversion, which terminated\nupon consummation of the Business Combination.\n\n \n\n**August and September 2025\nAmendments (Pre-Business Combination)**\n\n \n\nIn August 2025, the Bridge Loan agreements were amended to (i) limit the liquidation preference to apply only upon termination of the\nBusiness Combination, (ii) define the coverage amount as 100% of the total number of shares issued upon conversion, and (iii) require\nthe Company, upon a successful business combination, to issue two sets of warrants to the lenders, with exercise prices of $11.50 and\n$15.00 per share, each exercisable for 36 months and with no anti-dilution provisions. In addition, lenders were entitled to a 3% PIPE\nfundraising commission, payable in cash or ordinary shares.\n\n \n\n**Pre-Closing Accounting**\n\n \n\nPrior to Closing, the Bridge Loans and related\nterms were recognized by Terra Innovatum Srl. and are included in the Company’s consolidated financial statements for the periods\npresented prior to the Business Combination. The Company recorded (i) 15% PIK interest as interest expense, (ii) amortization of debt\ndiscounts and issuance costs using the effective interest method or the straight-line method, as applicable, and (iii) changes in fair\nvalue in other income (expense). See *Note 8 - Fair Value Measurements* for valuation information and *Note 2 - Business Combination*\nregarding the accounting acquirer and transaction structure.\n\n \n\nIn connection with the Bridge\nLoans, the Company issued warrants to the lenders (see Note 9 — Warrants). The warrants were classified as liabilities and recorded\nat fair value. As the fair value of the warrant liabilities exceeded the aggregate proceeds received, certain proceeds were allocated\nto the warrant liabilities, resulting in the Bridge Loans being recorded at an initial carrying value of zero and a day-one loss of $1,363\nrecognized in other income (expense).\n\n \n\n**Conversion and Warrants\nIssued at Closing**\n\n \n\nUpon the Closing of the Business Combination on\nOctober 9, 2025, all outstanding principal, unamortized debt issuance cost and accrued PIK interest under the Bridge Loans automatically\nconverted into 851,483 ordinary shares at $7.00 per share. In connection with the conversion, the Company issued warrants to purchase\nup to 851,483 ordinary shares at $11.50 per share and up to 851,483 ordinary shares at $15.00 per share, each exercisable for 36 months\nfrom Closing (see Note 9 – Warrants for more information). As a result of the conversion on October 9, 2025, no Bridge Loans remained\noutstanding as of December 31, 2025.\n\n  \n\n**Note 8. Fair Value Measurements**\n\n** **\n\n**Financial Instruments\nNot Recorded at Fair Value **\n\n \n\nDue to their short-term nature, the carrying value\nof the Company’s cash and cash equivalents, and other current assets, accounts receivable, accounts payable, Related party loan,\nnon-current, and other non-current liabilities approximate fair value.\n\n \n\nF-18\n\n \n\n**Financial Instruments Recorded\nat Fair Value on a Recurring Basis**\n\n \n\n*Share-settled Contingent\nLiability*\n\n** **\n\nAs discussed in Note 2 – Business\nCombination and Note 10 – Shareholders’ Deficit, at Closing the Company entered into share-settled arrangements involving\n(i) contingently Convertible Preferred Shares issued to former Terra Innovatum Global Srl. quotaholders and (ii) contingently vesting\nSponsor ordinary shares subject to market-based and regulatory milestones. These arrangements may result in the issuance or vesting of\na variable number of ordinary shares and are not solely indexed to the Company’s stock. As a result, they were initially classified\nand measured as liabilities at fair value, with the related amounts recorded within share-settled contingent liability in the consolidated\nbalance sheet.\n\n \n\nOn October 16, 2025, certain milestones were achieved,\nresulting in the settlement of a portion of these arrangements. Immediately prior to settlement, the corresponding share-settled contingent\nliability was remeasured to fair value, and the resulting change in fair value was recognized in change in fair value – share-settled\ncontingent liability. Upon settlement, the related liability was reclassified to equity.\n\n \n\nAs of December 31, 2025,\nunearned milestone tranches remain classified as share-settled contingent liabilities and are remeasured at fair value at each reporting\ndate, with changes recognized in earnings until the applicable milestones are achieved or expire.\n\n \n\nThe following tables provide\na summary of changes in the estimated fair value of the Share-Settled Contingent Liability using significant Level 3 inputs:\n\n \n\nBalance - January 1, 2025 \n$\n-\n \n\nIssuance of Share-settled Contingent Liability \n 1,250,223 \n\nSettlements/derecognition to equity upon milestone achievement \n (514,510)\n\nGain recognized in earnings due to change of fair value, net of foreign currency remeasurement impact \n (559,967)\n\nForeign currency translation    \n 10,577 \n\nBalance - December 31, 2025 \n$186,323 \n\n  \n\nThe Company estimated the\nfair value of the Share-Settled Contingent Liability using the Monte Carlo option pricing model with the following inputs:\n\n \n\nWeighted average expected term (years) \n 6.8 \n\nWeighted average expected volatility \n 125.0%\n\nRisk-free interest rate \n 3.41 - 4.67%\n\nDividend yield \n 0%\n\n \n\nThe fair value measurement of the Share-settled\nContingent Liability is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.\nThe valuation is sensitive to changes in expected volatility and the probability-weighted outcomes associated with achieving the applicable\nmarket-based and regulatory milestones, such that increases in these assumptions would generally result in a higher fair value measurement\nand decreases would result in a lower fair value measurement. Certain unobservable inputs are interrelated, and changes in one assumption\nmay magnify or mitigate the effects of changes in other assumptions. Changes in these unobservable inputs are subject to estimation uncertainty,\nand reasonably different assumptions could have resulted in a materially different fair value measurement at the reporting date.\n\n \n\n*Liability Classified\nWarrants*\n\n* *\n\nThe\nwarrants issued to the PIPE Investor and Bridge Loan lenders in connection with the Merger are accounted for as liabilities in accordance\nwith ASC 815-40 and are presented within warrant liabilities in the consolidated balance sheets. Warrant liabilities are measured at fair\nvalue at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in\nthe consolidated statements of operations and comprehensive income (loss). \n\n \n\nThe\nfair value of the liability-classified warrants is estimated using a Monte Carlo simulation model, which considers the probability-weighted\noutcomes of future share price paths. Significant inputs used in the valuation include the Company’s share price at the valuation\ndate, expected share price volatility, risk-free interest rate, expected term of the warrants, and expected dividend yield.\n\n \n\nBecause\nthe valuation relies on significant unobservable inputs, the liability-classified warrants are classified within Level 3 of the fair value\nhierarchy.\n\n \n\nF-19\n\n \n\nThe valuation of the liability-classified\nwarrants is sensitive to changes in key unobservable inputs, particularly expected share price volatility and the probability-weighted\noutcomes of future share price paths. Increases in expected volatility would generally result in a higher fair value measurement, while\ndecreases would result in a lower fair value. Additionally, changes in assumptions regarding the\nCompany’s expected share price performance could materially affect the estimated fair value. Although management believes the assumptions\nused are reasonable and consistent with available market information, different assumptions could have resulted in a materially different\nfair value measurement at the reporting date.\n\n \n\nThe\nfollowing table summarizes the significant assumptions used in the valuation of the liability-classified warrants as of December 31, 2025:\n\n \n\n  \nPIPE\n\nWarrant  \nBridge\n\nLoan\n\nWarrant \n\nWeighted average expected term (years) \n 4.78  \n 2.78 \n\nWeighted average expected volatility \n 125.0% \n 125.0%\n\nRisk-free interest rate \n 3.6% \n 3.5%\n\nDividend yield \n 0% \n 0%\n\n \n\nDuring the periods presented,\nthere were no transfers between levels of the fair value hierarchy. \n\n \n\n**Note 9. Warrants**\n\n** **\n\n**Equity Classified Warrants\n– Advisor Warrant**\n\n \n\nAs discussed in Note 2 – Business Combination, in connection\nwith the Closing of the Business Combination on October 9, 2025 (the **“Closing Date”**), the Company issued a warrant\nto Park Avenue Capital Group Corp. (**“PAC”**) pursuant to a financial advisory arrangement entered into in connection\nwith the Business Combination.\n\n \n\nThe warrant entitles PAC to purchase up to 1,000,000 Terra ordinary\nshares at an exercise price of $7.00 per share, subject to adjustment (the **“Advisor Warrant”**). The Advisor Warrant\nbecame exercisable upon issuance and has a term of five years from the Closing Date, unless earlier exercised in accordance with its terms.\nThe Advisor Warrant may be exercised for cash at the holder’s option. The Company is not required to net cash settle the Advisor\nWarrant.\n\n \n\nThe Advisor Warrant was issued in exchange for advisory services provided\nin connection with the Business Combination and is accounted for as an equity-classified share-based payment award under ASC 718. The\ngrant date for accounting purposes was the Closing Date. The fair value of the Advisor Warrant was measured on the grant date and recognized\n$12,101 of stock-based compensation expense in the consolidated statements of operations and comprehensive income, with a corresponding\nincrease to additional paid-in capital in the Company’s consolidated balance sheets. The fair value of the Advisor Warrant was determined\nusing a Black-Scholes option pricing model. Significant assumptions considered in the valuation included expected term, expected volatility,\nrisk-free interest rate, and dividend yield.\n\n \n\n**Liability Classified\nWarrants – PIPE Warrants**\n\n* *\n\nIn connection with the PIPE Financing, the Company\nissued the PIPE Warrants to certain investors pursuant to the PIPE Subscription Agreements. The terms of the PIPE Warrants, including\nthe exercise prices, issuance ratios, and contractual term, are described in Note 2 – Business Combination.\n\n \n\nManagement evaluated the PIPE Warrants under ASC\n815-40 and determined that the warrants do not meet the criteria for equity classification because the exercise price is denominated in\na currency other than the Company’s functional currency. As a result, the warrants are not considered indexed to the Company’s\nown stock under the fixed-for-fixed criterion. Accordingly, the PIPE Warrants are classified as liabilities in the consolidated balance\nsheet.\n\n \n\nAt issuance, proceeds from the PIPE Financing\nwere allocated to the PIPE Warrants based on their fair values, with the residual amount allocated to the PIPE Shares. The PIPE Warrants\nwere initially recorded at fair value on the Closing Date and are subsequently remeasured at fair value at each reporting date*.*\n\n* *\n\nChanges in fair value of\nthe PIPE Warrants are recognized in the consolidated statements of operations within change in fair value of warrant liabilities.\n\n* *\n\nF-20\n\n* *\n\n**Liability Classified\nWarrants – Bridge Warrants**\n\n* *\n\nAs discussed in Note 2 – Business Combination,\nin connection with the conversion of convertible bridge loans outstanding at Closing, the Company issued warrants to bridge lenders.\n\n \n\nThe Bridge Warrants are exercisable at $11.50\nper share and $15.00 per share, subject to adjustment, and have a term of 36 months from the Closing Date.\n\n \n\nManagement evaluated the Bridge Warrants under\nASC 815-40 and determined that the warrants do not meet the criteria for equity classification because the exercise price is denominated\nin a currency that is not the Company’s functional currency. Accordingly, the Bridge Warrants are not considered indexed to the\nCompany’s own stock and classified as liabilities.\n\n \n\nAt issuance, proceeds from the bridge financing\nwere allocated to the Bridge Warrants based on their fair value, with the residual amount allocated to the related financing instruments.\nThe Bridge Warrants were initially recorded at fair value on the Closing Date and are subsequently remeasured at fair value at each reporting\ndate, with changes in fair value recognized in the consolidated statements of operations.\n\n \n\nThe following table summarizes the activity in\nthe Company’s warrant liabilities for the year ended December 31, 2025:\n\n \n\n  \nPIPE\nWarrant  \nBridge Loan\nWarrant \n\nBalance - January 1, 2025 \n$\n-\n  \n$\n-\n \n\nWarrant liabilities \n 21,401  \n 5,703 \n\nGain recognized in earnings due to change in fair value, net of foreign currency remeasurement impact \n (15,100) \n (1,488)\n\nForeign currency translation \n (370) \n 90 \n\nBalance - December 31, 2025 \n$5,931  \n$4,305 \n\n  \n\nRefer to Note 8 – Fair Value Measurements\nfor information regarding the valuation methodology and significant inputs used to estimate the fair value of the liability-classified\nwarrants.\n\n \n\n**Note 10. Shareholder’s\nDeficit**\n\n** **\n\n**Articles of Association\nand Corporate Structure**\n\n** **\n\nThe Company was incorporated in the Netherlands and adopted its Articles\nof Association (**“AOA”**) on October 6, 2025 in connection with the execution of the notarial deed effecting its cross-border\nconversion and amendment of its governance documents. The conversion became effective on October 7, 2025. The AOA established, among others,\nthe Company’s capital structure, shareholder rights, dividend provisions, and governance framework.\n\n \n\nUnder the AOA, the Company\nis authorized to issue 500,000,000 ordinary shares with a par value of €0.01 per share and 8,040 Convertible Preferred Shares with\na par value of €100 per share.\n\n \n\n**Ordinary Shares**\n\n** **\n\nHolders of ordinary shares are entitled to one\nvote per share on matters submitted to a shareholder vote, and are entitled to receive dividends when, as, and if declared by the Company’s\nBoard of Directors, after required allocations to the Special Dividend Reserve for Convertible Preferred Shares (as discussed below).\nOrdinary shareholders also participate pro rata with Convertible Preferred Share shareholders in the distribution of any residual assets\nupon liquidation. Holders of ordinary shares have pre-emptive rights on the issuance of new ordinary shares, except when pre-emptive rights\nare limited or excluded pursuant to the provisions of the AOA or for issuances to employees, issuances for non-cash consideration, or\nissuances pursuant to previously granted subscription rights. Holders of ordinary shares have no pre-emptive rights on the issuance of\nnew Convertible Preferred Shares. Ordinary shares are freely transferable and may be pledged, with voting rights generally remaining with\nthe shareholder unless granted to a pledgee.\n\n \n\nF-21\n\n \n\n**Vesting Sponsor Shares**\n\n** **\n\nAs part of the Business Combination, 549,500 ordinary shares issued\nto the Sponsor upon conversion of GSR III class B ordinary shares were designated as vesting sponsor shares (the **“Vesting Sponsor\nShares”**). These shares carry the same voting, dividend, and liquidation rights as the Company’s other ordinary shares\nbut are subject to forfeiture until the applicable vesting conditions are met. Under the Sponsor Support Agreement, entered into on April\n21, 2025 between GSR III and Terra Innovatum Srl., the Vesting Sponsor Shares vest in four equal 25% tranches upon achievement of specified\nmilestones and are subject to the Agreement’s forfeiture, transfer, and voting restrictions. Any unvested shares automatically forfeit\nat the end of the applicable conversion periods unless an earlier change of control results in full or partial accelerated vesting based\non the transaction price; additionally, a pro rata portion vests if the Convertible Preferred Shares are converted and distributed. On\nOctober 16, 2025, the conditions for two of the four vesting tranches were satisfied, resulting in the vesting, and issuance of 50% of\nthe Vesting Sponsor Shares (approximately 274,750 shares), with the remaining 50% continuing to be subject to the applicable vesting and\nforfeiture provisions. The 274,750 ordinary shares vested are classified in equity in the consolidated balance sheets. The 274,750 ordinary\nshares unvested are classified as a liability, in share-settled contingent liability in the consolidated balance sheet.\n\n \n\n**Convertible Preferred\nShares**\n\n** **\n\nEach Convertible Preferred Share carries 10,000 votes at shareholder\nmeetings and is mandatorily convertible into 10,000 ordinary shares upon satisfaction of the contractual conversion conditions set forth\nin the Business Combination Agreement and upon issuance of a conversion confirmation by the Company’s Board of Directors. Conversion\nis not at the discretion of the holder and occurs automatically upon satisfaction of the applicable milestone conditions. Convertible\nPreferred Shares do not participate in the Company’s general reserves or profits, but instead are entitled solely to allocations\nto and distributions from a separate special dividend reserve, which is a dedicated reserve maintained exclusively for the Convertible\nPreferred Shares, to which the Company must allocate annual and interim amounts as required by the AOA and from which distributions may\nbe made only upon a proposal by the Company’s Board of Directors and approval by the Convertible Preferred Share class meeting (the\n**“Special Dividend Reserve”**). The Board of Directors may determine which part of the profits shall be reserved. The\nprofits remaining after such reservation, shall first be applied to allocate and add to the Special Dividend Reserve being an amount equal\nto 1% of the aggregate nominal value of all outstanding Convertible Preferred Shares minus any amount that has been added to the Special\nDividend Reserve in connection with an interim distribution made. Convertible Preferred Shares do not carry preemptive rights on issuances\nof ordinary- shares, and no shareholders have preemptive rights on issuances of Convertible Preferred Shares. Convertible Preferred Shares\nmay not be pledged, and voting rights associated with any usufruct on Convertible Preferred Shares must remain with the shareholder. Upon\nliquidation, Convertible Preferred Shares participate pro rata with ordinary shares based on the number of shares held. As of December\n31, 2025, there were no amounts allocated to the Special Dividend Reserve.\n\n** **\n\n**Liability-Classified Convertible\nPreferred Shares**\n\n \n\nIn connection with the Business Combination, the\nCompany issued 8,000 Convertible Preferred Shares to former Terra quotaholders. The Convertible Preferred Shares are mandatorily convertible\ninto the Company’s ordinary shares upon satisfaction of specified market-based and regulatory milestones, as further described in\nNote 2 – Business Combination.\n\n \n\nBased on the contingent conversion features and\nother terms of the instrument, certain Convertible Preferred Shares are classified as share-settled contingent liabilities and are presented\noutside of shareholders’ equity. These instruments are non-derivative financial instruments, and the related accounting, including\ninitial recognition and subsequent measurement, is described in Note 2 – Business Combination and Note 7 – Fair Value Measurements.\n\n \n\nOn October 16, 2025, specified milestones were\nachieved, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 4,000 Convertible\nPreferred Shares into 40,000,000 ordinary shares. As of December 31, 2025, the remaining 4,000 Convertible Preferred Shares were legally\noutstanding and classified as share-settled contingent liabilities in the consolidated balance sheets.\n\n \n\n**SPAC Financial Advisor\nEquity**\n\n \n\nAt Closing, the Company issued 40 Convertible Preferred Shares to its\nfinancial advisor as consideration for advisory services. The awards represent equity-classified share-based compensation accounted for\nunder ASC 718 and were measured at grant-date fair value with no subsequent remeasurement. The Company also issued ordinary shares to\nits SPAC financial advisor as consideration for advisory services. These awards were accounted for under ASC 718, and the associated grant-date\nfair value was recognized as stock-based compensation expense during the period in which the services were rendered. Total compensation\ncost recognized related to these arrangements during the year ended December 31, 2025 was approximately $6,049, which includes amounts\nassociated with the Convertible Preferred Shares and ordinary shares issued pursuant to the arrangement.\n\n \n\nF-22\n\n \n\nThe aggregate grant-date\nfair value of the 40 Convertible Preferred Shares was $925, estimated using a Monte Carlo option pricing model that considered a common\nstock price of $4.62, estimated volatility of 125.0%, and a risk-free interest rate of 3.84%. During the year ended December 31, 2025,\nthe Company recognized $6,049 of share-based compensation expense related to these awards, which includes the portion attributable to the\n20 Convertible Preferred Shares that converted to ordinary shares during the period, with no incremental compensation cost recognized\nupon conversion.\n\n \n\nOn October 16, 2025, certain market-based vesting conditions were satisfied,\nand on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 20 Convertible Preferred\nShares into 200,000 ordinary shares. The 20 remaining Convertible Preferred Shares outstanding at December 31, 2025 are subject to regulatory\nand market-based milestones.\n\n \n\nThe Company has assessed\nthat achievement of the remaining regulatory milestones is probable. Accordingly, consistent with ASC 718, compensation cost for these\nawards has been fully recognized. Although the awards contain market-based and regulatory vesting conditions, the advisory services associated\nwith these awards were fully rendered as of the closing date and no future service is required. As such, the full grant-date fair value\nwas recognized in the period of issuance. The Company will continue to monitor the probability assessment of the regulatory milestones\nand will account for any changes in estimates in the period of change, as applicable.\n\n \n\nThe Convertible Preferred\nShares are classified within shareholder’s equity and will remain subject to ASC 718 until settlement or conversion. As of December\n31, 2025, 20 Convertible Preferred Shares remained legally outstanding.\n\n \n\n**Warrants**\n\n* *\n\nAdvisor Warrants – refer to Note 9 – Warrants\nfor discussion on Advisor Warrants. \n\n \n\n**Note 11. Commitments\nand Contingencies**\n\n** **\n\n**SPAC Financial Advisory\nServices**\n\n \n\nOn December 18, 2024, the Company entered into an engagement letter\nwith a financial advisory services provider (the **“SPAC Financial Advisor”**) to assist with the negotiation, structuring,\nand execution of the Company’s business combination with a special purpose acquisition company (**“SPAC”**) (the\n**“SPAC Financial Advisory Services Agreement”**). Under the agreement, the SPAC Financial Advisor also supported the preparation\nof marketing materials and efforts to secure potential backstop financing.\n\n \n\nIn connection with the Closing on October 9, 2025, the Company issued\n223,000 ordinary shares to the SPAC Financial Advisor and also issued 40 Convertible Preferred Shares, which were contingently convertible\ninto the Company’s ordinary shares at a ratio of 10,000 ordinary shares per Convertible Preferred Share, subject to milestone-based\ntranche conversion conditions pursuant to the Business Combination Agreement and the SPAC Financial Advisory Services Agreement. As mentioned\nabove, on October 16, 2025, certain conversion milestones were achieved, and on November 13, 2025 our Board of Directors issued a confirmation\nstatement resulting in the conversion of 20 Convertible Preferred Shares into 200,000 ordinary shares to the SPAC Financial Advisor.\n\n \n\nDuring the year ended December\n31, 2025, the Company paid the cash success fee of $2,500 and the milestone fee of $225. During the year ended December 31, 2024, the\nCompany paid the retainer fee of $50 and the LOI signature fee of $25. As of December 31, 2025, the Company had no non-cancelable remaining\ncash commitments under the SPAC Financial Advisory Services Agreement, as all remaining obligations are either contingent on future events\nor relate to reimbursable costs recognized when incurred.\n\n**  **\n\nF-23\n\n \n\n**Investor Relations and\nAdvisory Services Agreements**\n\n \n\nOn October 27, 2025, the Company entered into an investor relations\nand advisory services agreement (the **“October 27, 2025 Investor Relations and Advisory Services Agreement”**) with the\nsame vendor, effective November 1, 2025. The initial term extends through April 30, 2026, with automatic annual renewals unless terminated\nby either party with 60 days’ notice.\n\n \n\nThe agreement provides for\na fixed monthly fee of $25, covering up to 84 hours of services allocated as follows: (i) 50 hours of investor relations, public relations,\nmedia, capital markets, and market-intelligence support for $17; (ii) 14 hours of social-media and communications services for $4; and\n(iii) 20 hours of business-development support for $5. The Company is also required to pay a 3% monthly service fee related to access\nto market-intelligence platforms. Additional services, including support for special situations such as M&A or crisis management,\nare billed at the vendor’s standard hourly rates, which may reach up to $1 per hour depending on personnel level.\n\n \n\n**Capital Markets Advisory\nAgreements**\n\n** **\n\n*September 22, 2025 Capital\nMarkets Advisory Agreement*\n\n \n\nIn September 2025, the Company entered into an agreement (the **“September\n22, 2025 Capital Markets Advisory Agreement”**) for a 12-month engagement period commencing August 19, 2025. Under the agreement,\nthe vendor provides strategic capital markets advisory services, including support through the Closing and post-close public company advisory.\nAs consideration for these services, a cash fee of $150 is payable upon close of the business combination, with additional cash fees of\n$125 payable 90 days after close and $125 payable 180 days after close. The agreement includes standard indemnification provisions and\nmay be terminated upon 10 days’ written notice.\n\n* *\n\n*October 14, 2025 Capital\nMarkets Advisory Agreement*\n\n** **\n\nIn October 2025, the Company entered into an agreement (the **“October\n14, 2025 Capital Markets Advisory Agreement”**) with a vendor for a term of 24 months. Under the agreement, the vendor will provide\nadvisory services including assistance with research coverage, investor meetings, non-deal roadshows, and participation in the vendor\nhosted investor conferences. As compensation for these services, a total of $600 is due, structured as follows: $300 in cash, payable\n12 months from the agreement date and $300 in cash, payable 24 months from the agreement date. These fees are subject to reduction by\nany fees paid to the vendor for other transactions during the term, up to a maximum offset of $600. In the event of a change of control\nduring the term, the full advisory fee becomes immediately due and payable. The agreement contains standard indemnification clauses and\nmay be terminated earlier only in the event of breach or for cause.\n\n \n\n*October 23, 2025 Capital\nMarkets Advisory Agreement*\n\n** **\n\n In October 2025, the Company entered into an agreement (the **“October\n23, 2025 Capital Markets Advisory Agreement”**) with a vendor to serve as the Company’s financial and capital markets advisor\nfor a one-year term. Under the agreement, the vendor will provide advisory services including investor positioning, coordination of investor\nmeetings, and participation in investor conferences, among other mutually agreed services. As consideration for its services, an advisory\nfee of $700 is due, payable in three installments, $233 which was paid upon execution of the agreement in October 2025, $233 on March\n15, 2026, and $233 upon the end of the term of the agreement, October 23, 2026. The agreement contains standard indemnification clauses\nand may be terminated earlier only in the event of breach or for cause.\n\n \n\n*October 27, 2025 Capital\nMarkets Advisory Agreement*\n\n** **\n\nIn October 2025, the Company entered into an agreement (the **“October\n27, 2025 Capital Markets Advisory Agreement”**) with a vendor for a 12-month engagement period beginning January 1, 2026. Under\nthe October 27, 2025 Capital Markets Advisory Agreement, the vendor will provide strategic capital markets advisory services, including\ndevelopment of capital market strategy, institutional investor relationship development, participation in conferences and investor meetings\nand non-deal roadshows and related support. As compensation for these services, an advisory fee of $350 is due, structured as follows:\n$105 which was paid upon execution of the agreement on October 27, 2025 and $245 payable on January 1, 2026. The October 27, 2025 Capital\nMarkets Advisory Agreement includes standard indemnification clauses and may be terminated with 90 days’ written notice.\n\n \n\nF-24\n\n** **\n\n**Engineering Services Agreement**\n\n \n\nIn December 2025, the Company entered into an agreement (the **“December\n1, 2025 Engineering Services Agreement”**) for vendor-provided engineering services in support of SOLO licensing activities. The\nagreement specifies total consideration of €433 (plus applicable VAT), payable in four monthly installments of €108.25 each,\nwith payment due within 10 days of invoice. The agreement includes customary confidentiality, intellectual property, and governing-law\nprovisions. The agreement contains standard indemnification clauses and may be terminated only for material breach, in which case the\nCompany is obligated to pay only for services rendered through termination date.\n\n \n\n**Feasibility and Industrialization\nStudy Agreement**\n\n** **\n\nIn November 2025, the Company entered into an agreement with a vendor\nto conduct a feasibility and industrialization study (the **“Feasibility and Industrialization Study Agreement”**) for\nthe SOLO Micro Modular Nuclear Reactor project. The Feasibility and Industrialization Study Agreement outlines a comprehensive scope of\nengineering, fabrication planning, cost analysis, and regulatory support activities to be performed by the vendor. Under the Feasibility\nand Industrialization Study Agreement, total consideration based on estimated man-hours and hourly rates as defined in the agreement is\ndue with a payment structure including 10% of the total price payable within 7 days of execution, and the remaining balance payable monthly\nbased on progress milestones and time sheets.\n\n \n\nThe Feasibility and Industrialization\nStudy Agreement allows for price adjustments if actual man-hours exceed estimates by more than 5%, or if additional activities are agreed\nupon. Any such adjustments will be subject to separate written agreement. The term of the Feasibility and industrialization Study Agreement\nis a minimum of 6 months and up to 24 months, effective upon receipt of the advance payment. Either party may terminate the agreement\nunder specified conditions, including non-payment or breach.\n\n \n\n**Senior Advisor Agreement**\n\n \n\nOn August 21, 2025, the Company entered into an agreement (the **“Senior\nAdvisor Agreement”**) with an independent contractor to serve as a strategic advisor and promoter for the Company, particularly\nin connection with the Business Combination. The term of the Senior Advisor Agreement is 36 months and outlines the independent contractor’s\nresponsibilities, including strategic advisory, business development, investor introductions, and support for commercial agreements related\nto SOLO. Compensation includes a one-time grant of 180,000 restricted shares in the post-combination public entity (vesting over 36 months)\nand 1% commission on qualifying new business the independent contractor originates. As of December 31, 2025, these restricted shares have\nnot been granted.\n\n \n\n**Note 12. Net Income Per Share**\n\n** **\n\nBasic earnings per share (**“EPS”**) is computed by\ndividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during\nthe period. Diluted EPS reflects the effect of potentially dilutive securities and includes such securities only when dilutive. Potential\nordinary shares are excluded from diluted EPS if their effect would be anti-dilutive or if issuance conditions have not been satisfied\nas of the reporting date. Contingently issuable shares are included in diluted EPS based on the number of shares that would be issuable\nif the reporting period end were the end of the contingency period and if the result would be dilutive. The two-class method is not applicable\nbecause the Company has no participating securities. Share-based awards, including the Convertible Preferred Shares issued to the Company’s\nfinancial advisor, do not have rights to dividends or dividend equivalents prior to conversion and therefore are not considered participating\nsecurities.\n\n \n\nF-25\n\n \n\nOn October 9, 2025, the Company\ncompleted the Business Combination accounted for as a recapitalization (see Note 2 – Business Combination). Consequently, historical\nshare information has been retroactively restated to reflect 47,500,000 ordinary shares for periods prior to Closing. Post-Closing issuances\nand vestings are included from their respective dates.\n\n \n\nAt December 31, 2025, the weighted-average shares outstanding include\nthe 47,500,000 restated baseline for the pre-Closing portion of the year and shares issued/vested after Closing on a time-weighted basis.\nDiluted EPS includes only instruments that were dilutive for the period (e.g., in-the-money equity-classified warrants under the treasury\nstock method); contingently issuable tranches for which non-market conditions were not met at December 31, 2025 were excluded. At December\n31, 2024, there were no dilutive potential ordinary shares; diluted EPS equals basic EPS, and the denominator reflects the 47,500,000\nrestated ordinary shares for the full year.\n\n \n\nBasic and diluted net income\n(loss) per share attributable to ordinary shareholders were calculated as follows (in thousands except share and per share amounts):\n\n \n\n  \nFor The Years Ended\nDecember 31, \n\n  \n2025  \n2024 \n\nNumerator: \n   \n  \n\nNet income (loss) \n$539,524  \n$(34)\n\nDenominator: \n    \n   \n\nWeighted-average ordinary shares outstanding - basic \n 55,407,007  \n 47,500,000 \n\nWeighted average effect of potentially dilutive securities: \n    \n   \n\nEffect of potentially dilutive warrants \n 13,635  \n \n-\n \n\nWeighted-average ordinary shares outstanding - dilutive \n 55,420,642  \n 47,500,000 \n\n  \n    \n   \n\nNet income per share attributable to ordinary shareholders: \n    \n   \n\nBasic \n$9.74  \n$\n-\n \n\nDiluted \n$9.74  \n$\n-\n \n\n \n\nCertain securities were excluded from diluted\nnet income (loss) per share for the year ended December 31, 2025 because their issuance conditions were not satisfied at year-end—specifically,\nshare-settled contingent liabilities (SSCL) related to (i) Convertible Preferred Shares issued to former Terra quotaholders that remained\ncontingently convertible into 40,000,000 ordinary shares, (ii) Convertible Preferred Shares issued to the Company’s financial advisor\nthat remained contingently convertible into 200,000 ordinary shares, and (iii) 274,750 unvested Sponsor ordinary shares subject to forfeiture\nunder post-Closing vesting conditions. These instruments are contingently issuable or forfeitable based on unsatisfied non-market regulatory\napproval and/or vesting conditions. Market-based conditions were not a basis for exclusion and therefore are not considered outstanding\nor potential ordinary shares at December 31, 2025. Accordingly, these securities are not presented as anti-dilutive instruments\nand are excluded from diluted EPS until the applicable issuance or vesting conditions are satisfied.\n\n \n\nIn addition, liability-classified PIPE Warrants\nand Bridge Warrants were out-of-the-money at December 31, 2025 and therefore were anti-dilutive and excluded from diluted EPS, representing\n4,475,591 potential shares (see Note 9 – Warrants). Advisor Warrants that were equity-classified and in-the-money during the period\nwere included in diluted EPS using the treasury stock method.\n\n \n\nThe Company evaluated events occurring after December 31, 2025 through the date the financial statements\nwere available to be issued and determined that there were no transactions that would have materially changed the number of ordinary shares\nor potential ordinary shares outstanding for purposes of the earnings per share calculations had such transactions occurred as of December 31, 2025.\n\n** **\n\nF-26\n\n** **\n\n**Note 13. Segment Information**\n\n \n\nThe Company is a development-stage\nnuclear energy technology company focused on the research, development, and future commercialization of its SOLO micro-modular nuclear\nreactor. The CODM, consisting of the Company’s chief executive officer and founding officers acting collectively, reviews financial\ninformation on a consolidated basis for purposes of evaluating performance and allocating resources. The CODM does not review discrete\nfinancial information by product, function, or geographic location. As a result, the Company has determined that it operates as a single\noperating segment, which is also its sole reportable segment. The measure of segment profit or loss and segment assets is the same as\nthat presented in the consolidated financial statements. The CODM primarily uses consolidated general and administrative expenses and\ndevelopment costs to assess operating performance and liquidity. Because the Company operates as a single reportable segment, no reconciliation\nof segment information to consolidated results is required. The Company has not generated revenue from external customers, as its SOLO\nproduct remains under development.** **\n\n \n\n**Note 14. Income Taxes**\n\n \n\nFor the year ended December 31, 2025, the Company\ngenerated income before income taxes entirely in Italy. The Company also recorded no income tax expense or benefit due to current year\ntax losses and valuation allowance established against the Company’s net deferred tax assets.\n\n \n\nThe components of the Company’s deferred\ntax assets and liabilities are as follows:\n\n \n\n  \nDecember 31,\n\n2025 \n\nDeferred tax assets: \n  \n\nNet operating loss carryforward \n$4,590 \n\nShare-based compensation \n 5,166 \n\nOther \n 27 \n\nTotal deferred tax assets before valuation allowance \n 9,783 \n\nValuation allowance \n (9,783)\n\nTotal deferred tax assets after valuation allowance \n \n-\n \n\nTotal deferred tax (liabilities) \n \n-\n \n\nNet deferred tax assets (liabilities) \n$\n-\n \n\n \n\nThe future realization of the tax benefits from existing temporary\ndifferences and tax attributes ultimately depends on the existence of sufficient future taxable income. The Company assesses the realizability\nof its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers\nwhether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the\nprojected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment.\nAfter consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not\nthat its net deferred tax assets will be realized in the foreseeable future. As a result, the Company established a valuation allowance\nof $9,783 as of December 31, 2025.\n\n \n\nThe reconciliation of the Company’s statutory tax rate and effective\ntax rate is as follows:\n\n \n\n  \nFor The Year Ended \n\n  \nDecember 31, 2025 \n\n  \nAmount  \nPercent \n\nPretax Income \n$539,524  \n   \n\n  \n    \n   \n\nStatutory Tax Rate (IRES) \n 129,486  \n 24.0%\n\nSubnational Taxes (IRAP) \n \n-\n  \n 0.0%\n\nChange in valuation allowance \n 9,783  \n 1.8%\n\nNontaxable or Nondeductible Items: \n    \n   \n\nContingent liability \n (134,392) \n -24.9%\n\nOther \n (4,877) \n -0.9%\n\nEffective Tax Rate \n$\n-\n  \n 0.0%\n\n  \n\nThe rate reconciliation uses Italy’s national statutory corporate\nincome tax rate of 24% (IRES), which is the applicable statutory federal (national) income tax rate of the Company’s tax residency\nin Italy.\n\n \n\nF-27\n\n \n\nAs of December 31, 2025, income taxes paid (net of refunds received)\nwere $0 for federal (national) and state (subnational) jurisdictions in the Company’s tax residency in Italy and $0 for foreign\njurisdictions (outside Italy).\n\n \n\nAs of December 31, 2025, the Company had net operating\nloss carryforwards in Italy of $19,124 that have an unlimited carryforward period\n\n \n\nThe Company records uncertain tax positions as\nliabilities in accordance with ASC 740-10 and adjusts these liabilities when judgment changes as a result of the evaluation of new information\nnot previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that\nis materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as\nincreases or decreases to income tax expense in the period in which new information is available. The calculation and assessment of the\nCompany’s income tax exposures generally involve the uncertainties in the application of complex tax laws and regulations for federal/national,\nstate/subnational, and foreign jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than\nnot that the position will be sustained upon local tax examination including resolutions of any related appeals or litigation on the basis\nof the technical merits.\n\n \n\nThe Company files income tax returns in Italy\nwhich is the Company’s major jurisdiction where it is subject to tax examination by local tax authorities. The Company is not currently\nunder examination for income taxes and is not aware of any issues under review that could result in significant payments, accruals or\nmaterial deviation from its tax positions. The statute of limitations for the Company has expired for tax years prior to 2021.\n\n \n\nAs of December 31, 2025, the Company has not recorded any liabilities for uncertain tax positions including any\nrelated interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in\nthe provision for income taxes.\n\n \n\n**Note 15. Subsequent\nEvents**\n\n \n\nThe Company has evaluated subsequent events through June 15, 2026 the\ndate the financial statements were available to be issued, and determined that there have been no events that have occurred that would\nrequire adjustments to disclosures in the financial statements other than the following:  \n\n \n\n**Lease Agreement**\n\n \n\nOn January 2, 2026, the Company entered\ninto a lease agreement for office premises located in Lucca, Italy. The lease is for office and administrative use and has an initial\nnoncancelable term of six years, commencing on April 1, 2026, and expiring on March 31, 2032, with automatic renewal\nfor additional six year periods unless terminated in accordance with the lease terms. The annual base rent is approximately $88 (€75),\npayable in monthly installments of approximately $7 (€6), plus value added tax (VAT) as applicable, and is subject to annual escalation\nbased on changes in the Italian consumer price index (ISTAT). Upon execution of the lease, the Company paid a security deposit of approximately\n$15 (€13), which is noninterest bearing and refundable at the end of the lease term, subject to return of the premises in accordance\nwith the lease conditions, and the Company is responsible for utilities, ordinary maintenance, and other operating costs associated with\nthe leased premises.\n\n \n\nThe Company has not yet determined the incremental borrowing rate or other inputs necessary to measure the related\nright-of-use asset and lease liability; accordingly, the Company is unable to reasonably estimate the financial effect of this lease at\nthis time.\n\n \n\nF-28\n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of Section 13 or\n15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,\nthereunto duly authorized.\n\n \n\nDate: June 15, 2026\n**Terra Innovatum Global N.V.**\n\n \n \n\n \n/s/ Alessandro Petruzzi\n\n \nName: Alessandro Petruzzi\n\n \nTitle: Chief Executive Officer\n\n \n*(Principal Executive Officer)*\n\n \n \n\n \n/s/ Katherine Williams\n\n \nName: Katherine Williams\n\n \nTitle: Chief Financial Officer\n\n \n*(Principal Financial and Accounting Officer)*\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and\non the dates indicated.\n\n \n\n**SIGNATURE**\n \n**TITLE**\n \n**DATE**\n\n \n \n \n \n\n/s/ Alessandro Petruzzi\n \nChief Executive Officer and Director\n\n(principal executive officer)\n \nJune 15, 2026\n\nAlessandro Petruzzi\n \n \n \n\n \n \n \n \n\n/s/ Katherine Williams\n \nChief Financial Officer and Director\n\n(principal financial and accounting officer)\n \nJune 15, 2026\n\nKatherine Williams\n \n \n \n\n \n \n \n \n\n/s/ Cesare Frepoli\n \nChief Operating Officer and Director\n \nJune 15, 2026\n\nCesare Frepoli\n \n \n \n\n \n \n \n \n\n/s/ Massimo Morichi\n \nChief Strategy Officer and Director\n \nJune 15, 2026\n\nMassimo Morichi\n \n \n \n\n \n \n \n \n\n/s/ Rex S. Jackson\n \nDirector\n \nJune 15, 2026\n\nRex S. Jackson\n \n \n \n\n \n \n \n \n\n/s/ Michael Howard\n \nDirector\n \nJune 15, 2026\n\nMichael Howard\n \n \n \n\n \n \n \n \n\n/s/ Peter Hastings\n \nDirector\n \nJune 15, 2026\n\nPeter 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