{"url_path":"/sec/nklr/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 MARKET FOR REGISTRANT’S COMMON","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":1098,"has_tables":true,"body_markdown":"**ITEM 5. MARKET FOR REGISTRANT’S COMMON\nEQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**\n\n \n\n**Market Information**\n\n \n\nOur ordinary shares began trading on Nasdaq Global\nMarket under the symbol “NKLR” on October 10, 2025.\n\n \n\n**Number of Holders of our Securities**\n\n \n\nAs of March 31, 2026, there were approximately\n68 holders of record of our ordinary shares.  In computing the number of holders of record of our ordinary shares, each broker-dealer\nand clearing corporation holding shares on behalf of its customers is counted as a single shareholder.\n\n \n\n**Dividend Policy**\n\n \n\nWe do not expect to pay dividends on our shares for the foreseeable\nfuture. Payment of dividends on our shares in the future will be subject to business conditions, financial conditions, earnings, cash\nbalances, commitments, strategic plans and other factors that our Board of Directors may deem relevant at the time it recommends approval\nof the dividend. Any dividend policy, once adopted, will be subject to change based on changes in statutory requirements, market trends,\nstrategic developments, capital requirements and a number of other factors. In addition, under our Articles of Association and Dutch\nlaw, dividends may be declared on the Terra Shares only if the amount of equity exceeds the paid up and called up capital plus the reserves\nthat have to be maintained pursuant to Dutch law and/or our Articles of Association. Further, even if we are permitted under our Articles\nof Association and Dutch law to pay cash dividends on our shares, we may not have sufficient cash to pay dividends in cash on such shares.\nWe will be a holding company and our operations will be carried out through our subsidiaries. As a result, our ability to pay dividends\nwill primarily depend on the ability of our subsidiaries to generate earnings and to provide us with the necessary financial resources.\n\n \n\n**Securities Authorized for Issuance under Equity\nCompensation Plans**\n\n \n\nSee Item 12 “*Security Ownership of Certain\nBeneficial Owners and Management and Related Shareholder Matters*.”\n\n \n\n**Recent Sales of Unregistered Securities **\n\n \n\n**PIPE Agreements**\n\n** **\n\nAs previously announced, on September 23, 2025,\nGSR III entered into Subscription Agreements (the **“PIPE Subscription Agreement”**) with certain accredited investors\n(the **“Subscribers”**), pursuant to which GSR III agreed to issue and sell 3,184,000 of its ordinary shares (the **“PIPE\nShares”**), warrants to purchase up to 1,592,000 ordinary shares of GSR III at $12.00 per share (the **“Half Warrants”**)\nand warrants to purchase up to 796,000 ordinary shares of GSR III at $16.00 per share (the **“Quarter Warrants”**, and\ntogether with the Half Warrants, the **“PIPE Warrants”**), for an aggregate total of approximately $31.8 million.\n\n \n\nSubsequent to September 23, 2025, GSR III entered\ninto PIPE Subscription Agreements for an additional 499,500 PIPE Shares, Half Warrants to purchase up to 249,750 ordinary shares, and\nQuarter Warrants to purchase up to 124,875 ordinary shares, for an aggregate total of approximately $4.99 million.\n\n** **\n\nThe PIPE Warrants, issued in connection with\nclosing of the PIPE Financing, are exercisable immediately upon issuance and have a term of five years from the date of issuance. The\nPIPE Shares and PIPE Warrants, as well as the ordinary shares issuable upon exercise of the PIPE Warrants, are subject to registration\nrights as described therein. Such description of the PIPE Subscription Agreement and the PIPE Warrants are qualified in their entirety\nby the text of the PIPE Subscription Agreement and PIPE Warrants, which are included as Exhibits 10.4, 4.1 and 4.2, respectively, and\nare incorporated herein by reference.\n\n** **\n\n40\n\n** **\n\nOn October 9, 2025, Terra entered into an assumption\nand assignment agreement with GSR III (the **“Assignment Agreement”**), pursuant to which Terra assumed all rights and\nobligations of GSR III under the PIPE Subscription Agreement and PIPE Warrants. Such description is qualified in its entirety by the text\nof the Assignment Agreement, which is included as Exhibit 10.5 to this Report and is incorporated herein by reference.\n\n \n\nThe PIPE Shares and the PIPE Warrants issued\nand sold in the PIPE Investment have not been registered under the Securities Act and have been issued in reliance on the availability\nof an exemption from such registration.\n\n** **\n\n**Bridge Loans**\n\n** **\n\nAs disclosed in the Proxy Statement/Prospectus,\nbetween May 2025 and August 2025, Terra Innovatum entered into the Bridge Loans for gross cash proceeds of $5.0 million. The Bridge Loans\naccrued interest at a rate of 15.00% per annum, payable in kind (**“PIK”**) calculated on the outstanding principal balance.\nOn the Closing, the principal and accrued interest on the Bridge Loans converted into 752,326 Ordinary Shares, in the aggregate, at a\nconversion price of $7.00 per share. Additionally, in connection with the Bridge Loans, as amended, Terra Innovatum committed to issue\nto the Bridge Loan Lenders following the business combination (i) warrants to purchase at an exercise price of $11.50 per share the number\nof Ordinary Shares equal to 100% of the number of Ordinary Shares into which the applicable Bridge Loan will convert into at Closing and\n(ii) warrants to purchase at an exercise price of $15.00 per share the number of Ordinary Shares equal to 100% of the number of Ordinary\nShares into which the applicable Bridge Loan will convert into at Closing (the **“Bridge Warrants”**). The Bridge Warrants\nhave an exercise period of 36 months from the Closing.\n\n \n\nIn August 2025 and September 2025, for certain\nlenders (**“the lenders”**), Terra Innovatum amended the terms of their outstanding Bridge Loan agreements including the\nterms of the associated warrant commitments. For the existing warrant commitments having an exercise price of $11.50 per share, the amendments\nincreased the number of shares underlying such warrants to equal 100% of the shares issuable upon conversion of the Bridge Loans, and\nshortened the exercise period of warrants held by certain lenders from 48 months to 36 months. Additionally, Terra Innovatum added a commitment\nto issue to the lenders new warrants having a number of underlying common shares equal to 100% of the shares issuable upon conversion\nof the Bridge Loans and an exercise price of $15.00 per share.\n\n** **\n\nIn September 2025 Terra Innovatum entered into\nadditional Bridge Loans for additional aggregate proceeds of $690,000 having comparable terms as the original Bridge Loans, as amended,\nincluding with respect to warrant coverage and terms of the Bridge Warrants for the additional Bridge Loans. On the Closing, the principal\nand accrued interest on the additional Bridge Loans converted into 99,157 Ordinary Shares, in the aggregate, at a conversion price of\n$7.00 per share.\n\n \n\nThe description of the Bridge Warrants is qualified\nin its entirety by the text of the Bridge Warrants, a form of which is included as Exhibit 4.3, and is incorporated herein by reference."}