Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our ordinary shares began trading on Nasdaq Global
Market under the symbol “NKLR” on October 10, 2025.
Number of Holders of our Securities
As of March 31, 2026, there were approximately
68 holders of record of our ordinary shares. In computing the number of holders of record of our ordinary shares, each broker-dealer
and clearing corporation holding shares on behalf of its customers is counted as a single shareholder.
Dividend Policy
We do not expect to pay dividends on our shares for the foreseeable
future. Payment of dividends on our shares in the future will be subject to business conditions, financial conditions, earnings, cash
balances, commitments, strategic plans and other factors that our Board of Directors may deem relevant at the time it recommends approval
of the dividend. Any dividend policy, once adopted, will be subject to change based on changes in statutory requirements, market trends,
strategic developments, capital requirements and a number of other factors. In addition, under our Articles of Association and Dutch
law, 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
that have to be maintained pursuant to Dutch law and/or our Articles of Association. Further, even if we are permitted under our Articles
of 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.
We will be a holding company and our operations will be carried out through our subsidiaries. As a result, our ability to pay dividends
will primarily depend on the ability of our subsidiaries to generate earnings and to provide us with the necessary financial resources.
Securities Authorized for Issuance under Equity
Compensation Plans
See Item 12 “ Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters .”
Recent Sales of Unregistered Securities
PIPE Agreements
As previously announced, on September 23, 2025,
GSR III entered into Subscription Agreements (the “PIPE Subscription Agreement” ) with certain accredited investors
(the “Subscribers” ), pursuant to which GSR III agreed to issue and sell 3,184,000 of its ordinary shares (the “PIPE
Shares” ), warrants to purchase up to 1,592,000 ordinary shares of GSR III at $12.00 per share (the “Half Warrants” )
and warrants to purchase up to 796,000 ordinary shares of GSR III at $16.00 per share (the “Quarter Warrants” , and
together with the Half Warrants, the “PIPE Warrants” ), for an aggregate total of approximately $31.8 million.
Subsequent to September 23, 2025, GSR III entered
into PIPE Subscription Agreements for an additional 499,500 PIPE Shares, Half Warrants to purchase up to 249,750 ordinary shares, and
Quarter Warrants to purchase up to 124,875 ordinary shares, for an aggregate total of approximately $4.99 million.
The PIPE Warrants, issued in connection with
closing of the PIPE Financing, are exercisable immediately upon issuance and have a term of five years from the date of issuance. The
PIPE Shares and PIPE Warrants, as well as the ordinary shares issuable upon exercise of the PIPE Warrants, are subject to registration
rights as described therein. Such description of the PIPE Subscription Agreement and the PIPE Warrants are qualified in their entirety
by the text of the PIPE Subscription Agreement and PIPE Warrants, which are included as Exhibits 10.4, 4.1 and 4.2, respectively, and
are incorporated herein by reference.
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On October 9, 2025, Terra entered into an assumption
and assignment agreement with GSR III (the “Assignment Agreement” ), pursuant to which Terra assumed all rights and
obligations of GSR III under the PIPE Subscription Agreement and PIPE Warrants. Such description is qualified in its entirety by the text
of the Assignment Agreement, which is included as Exhibit 10.5 to this Report and is incorporated herein by reference.
The PIPE Shares and the PIPE Warrants issued
and sold in the PIPE Investment have not been registered under the Securities Act and have been issued in reliance on the availability
of an exemption from such registration.
Bridge Loans
As disclosed in the Proxy Statement/Prospectus,
between May 2025 and August 2025, Terra Innovatum entered into the Bridge Loans for gross cash proceeds of $5.0 million. The Bridge Loans
accrued interest at a rate of 15.00% per annum, payable in kind ( “PIK” ) calculated on the outstanding principal balance.
On the Closing, the principal and accrued interest on the Bridge Loans converted into 752,326 Ordinary Shares, in the aggregate, at a
conversion price of $7.00 per share. Additionally, in connection with the Bridge Loans, as amended, Terra Innovatum committed to issue
to the Bridge Loan Lenders following the business combination (i) warrants to purchase at an exercise price of $11.50 per share the number
of Ordinary Shares equal to 100% of the number of Ordinary Shares into which the applicable Bridge Loan will convert into at Closing and
(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
Shares into which the applicable Bridge Loan will convert into at Closing (the “Bridge Warrants” ). The Bridge Warrants
have an exercise period of 36 months from the Closing.
In August 2025 and September 2025, for certain
lenders ( “the lenders” ), Terra Innovatum amended the terms of their outstanding Bridge Loan agreements including the
terms of the associated warrant commitments. For the existing warrant commitments having an exercise price of $11.50 per share, the amendments
increased the number of shares underlying such warrants to equal 100% of the shares issuable upon conversion of the Bridge Loans, and
shortened the exercise period of warrants held by certain lenders from 48 months to 36 months. Additionally, Terra Innovatum added a commitment
to issue to the lenders new warrants having a number of underlying common shares equal to 100% of the shares issuable upon conversion
of the Bridge Loans and an exercise price of $15.00 per share.
In September 2025 Terra Innovatum entered into
additional Bridge Loans for additional aggregate proceeds of $690,000 having comparable terms as the original Bridge Loans, as amended,
including with respect to warrant coverage and terms of the Bridge Warrants for the additional Bridge Loans. On the Closing, the principal
and accrued interest on the additional Bridge Loans converted into 99,157 Ordinary Shares, in the aggregate, at a conversion price of
$7.00 per share.
The description of the Bridge Warrants is qualified
in 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.
ITEM 6. [Reserved]
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