{"url_path":"/sec/nklr/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary.","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":1043,"has_tables":true,"body_markdown":"Item 16.\nForm 10-K Summary.\n \n\n \n\ni\n\n \n\n**CERTAIN TERMS**\n\n \n\nWhen used throughout this\nannual report on Form 10-K, references to:\n\n \n\n“**Closing**” means, upon\nthe terms and subject to the conditions set forth in the Business Combination Agreement, the consummation of the Business Combination\non October 9, 2025.\n\n \n\n“**Governing Documents**”\nmeans the legal agreements and instruments by which any Person (other than an individual) establishes its legal existence or which govern\nits internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and by-laws,\nthe “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership,\nthe “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the\n“Governing Documents” of an exempted company are its memorandum and articles of association as amended and or restated from\ntime to time.\n\n \n\n“**Governmental Authority**”\nmeans any federal, national, state, provincial, territorial or municipal government, or any political subdivision of such government,\nand any agency, commission, department, board, bureau, official, minister, arbitral body (public or private), tribunal or court, whether\nnational, state, provincial, local, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative\nfunctions of a nation, state, province or municipal government, or any political subdivision of such authority, including any authority\nhaving governmental or quasi-governmental powers, domestic or foreign.\n\n \n\n“**GSR III”** means GSR\nIII Acquisition Corp.\n\n \n\n**“GSR III Class A Shares**”\nmeans Class A ordinary shares of GSR III, par value $0.0001 per share.\n\n \n\n“**GSR III Class B Shares**”\nmeans Class B ordinary shares of GSR III, par value $0.0001 per share.\n\n \n\n“**GSR III Private Placement Units**”\nmeans the units comprised of one GSR III Class A Share and one-seventh of one whole right to receive one GSR III Ordinary\nShare in connection with the consummation of the Business Combination issued and sold in a private placement simultaneously with GSR III’s\ninitial public offering.\n\n \n\n“**GSR III Rights**”\nmeans the right per GSR III Private Placement Unit to purchase one-seventh of one share upon consummation of the Closing.\n\n \n\n“**GSR III Shares**” means\nGSR III Class A Shares and GSR III Class B Shares, collectively.\n\n \n\n“**Person**” means any\nindividual, firm, corporation, partnership, limited liability company, exempted company, incorporated or unincorporated association,\njoint venture, joint stock company, bank, trust company, trust or other entity, whether or not a legal entity, Governmental Authority\nor any department, agency or political subdivision of such Governmental Authority.\n\n \n\n“**Preferred Conversion Ratio**”\nmeans 80 (i.e. 8,000 Terra Innovatum Preferred Shares divided by 100 quotas).\n\n \n\n“**Registration Rights Agreement**”\nmeans that certain Registration Rights by and between GSR III, the Sponsor, Terra Innovatum and certain other parties.\n\n \n\nii\n\n \n\n“**Related Party**” means\nany of the current or former directors, officers, employees, managers, members, or equityholders (both indirect and direct) (or any child\nor spouse of any such Person) of any Terra Entity.\n\n \n\n“**Sarbanes-Oxley Act**”\nmeans the Sarbanes-Oxley Act of 2002.\n\n \n\n“**SEC**” means the United States\nSecurities and Exchange Commission.\n\n \n\n“**Securities Act**” means\nthe Securities Act of 1933, as amended.\n\n \n\n“**SOLO**” means the SOLO\nmicro-modular nuclear reactor.\n\n \n\n“**SOLO Test Reactor**”\nmeans the First-Of-A-Kind (FOAK) demonstrative prototype of the SOLO reactor, developed and operated by Terra Innovatum, which is designed,\nconstructed, and operated primarily for testing, research, training, and development purposes. This reactor is a non-power production\nor utilization facility under a Class 104(c) license pursuant to 10 CFR 50.21(c) of the U.S. Nuclear Regulatory Commission\nregulations.\n\n \n\n“**Sponsor**” means GSR\nIII Sponsor LLC, a Delaware limited liability company.\n\n \n\n“**Sponsor Holders**” means\nthe Sponsor and certain members of the Sponsor (including the three prior independent directors of GSR III) and certain other former\nholders of GSR III Class B Shares.\n\n \n\n“**Subsidiary**” means,\nwith respect to a Person, a corporation, general or limited partnership, limited liability company, joint venture, partnership or other\nentity of which a majority of the economic interests or the voting interests is owned, directly or indirectly, by such Person.\n\n \n\n“**Terra Ordinary Shares**”\nmeans ordinary shares in the capital of Terra, par value EUR 0.01 per share, having the terms set forth in Terra’s Governing Documents.\n\n \n\n“**Terra Preferred Shares**”\nmeans convertible preferred shares in the capital of Terra, par value EUR 100.00 per share, having the terms set forth in Terra’s\nGoverning Documents.\n\n \n\n“**U.S. GAAP**” means generally\naccepted accounting principles in the United States as in effect from time to time.\n\n \n\niii\n\n** **\n\n**Special Note Regarding Forward-Looking Statements**\n\n \n\nThis\nreport contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the **“Securities\nAct”**) and Section 21E of the Securities Exchange Act of 1934, as amended (the **“Exchange Act”**). All statements\ncontained in this Form 10-K, other than statements of historical fact, are based on our management’s beliefs and assumptions and\non information currently available to us. These statements relate to future events or to our future financial performance and involve\nknown and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements\nto be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking\nstatements. Forward-looking statements include, but are not limited to, statements about:\n\n \n\n \n●\nour goals and strategies;\n\n \n \n \n\n \n●\nour future business development, financial condition and results of\noperations;\n\n \n \n \n\n \n●\nexpected changes in our revenue, costs or expenditures;\n\n \n \n \n\n \n●\ngrowth of and competition trends in our industry;\n\n \n \n \n\n \n●\nour expectations regarding demand for, and market acceptance of, our\nproducts;\n\n \n \n \n\n \n●\nour expectations regarding our relationships with investors, institutional\nfunding partners and other parties with whom we collaborate;\n\n \n \n \n\n \n●\nfluctuations in general economic and business conditions in the markets\nin which we operate; and\n\n \n \n \n\n \n●\nrelevant government policies and regulations relating to our industry.\n\n \n\nIn some cases, you can identify forward-looking\nstatements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,”\n“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”\n“potential,” “project” or “continue” or the negative of these terms or other comparable terminology.\nThese statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and\nunknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.\nFactors that may cause actual results to differ materially from current expectations include, among other things, those listed under"}