Terra Innovatum Global N.V. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures We conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ( “Exchange Act” ), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective because of certain material weaknesses in our internal control over financial reporting, as further described below. (b) Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of our company are being made only in accordance with authorization of management and directors of our company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework (or “COSO Framework” ). Based on its evaluation, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025 due to the existence of four material weaknesses, described further below. A material weakness, as defined under standards established by the Public Company Accounting Oversight Board’s Auditing Standard No. 2, is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that material misstatement of annual or interim financial statements would not be prevented or detected. We describe the material weaknesses in the following section. Pursuant to Regulation S-K Item 308(b), this Annual Report on Form 10-K does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. 55 (c) Material Weakness in Internal Controls Over Financial Reporting We did not maintain effective internal controls over financial reporting, based on the criteria established in the COSO Framework, which resulted in deficiencies in principles associated with the control environment and its ongoing evaluation by management. These c ontrol deficiencies constituted material weaknesses, either individually or in the aggregate, relating to: ● The lack of sufficient Sarbanes-Oxley control environment, including: (i) insufficient structured reporting to our Board of Directors and Audit Committee on the design and operating effectiveness of internal controls over financial reporting; (ii) the organization has not attracted, developed, or retained personnel with the competence required to design and execute SOX-compliant controls, including the competence to scope, review and challenge the work of the external accounting valuation and tax specialists on which it relies; (iii) organizational structures, reporting lines and authorities for the financial reporting function have not been formally defined, which is the structural driver of the segregation of duties condition; and (iv) no individual has been formally designated as accountable for our Sarbanes-Oxley compliance program. ● Following completion of our de-SPAC transaction we did not perform a formal assessment of the impact of this change on our internal control environment. As a result: (i) financial reporting objectives have not been defined in the context of public company obligations; (ii) risks to achieving those objectives have not been formally identified or assessed; (iii) no fraud risk assessment has been performed,; (iv) accountability for the risk-assessment process has not been assigned; and (v) no evaluation was performed to assess the delta between our existing control environment and the requirements of a SEC registrant. ● Our failure to uplift our internal controls following our de-SPAC transaction. Specifically: (i) key controls lack documented evidence of review sufficient for audit purposes; (ii) data used in controls has not been validated for completeness and accuracy; (iii) third-party data is relied upon without evaluation of service organization controls or mapping of complementary user entity controls, and reliance on external specialists engaged for complex accounting, valuation and tax matters is not subject to structured internal review and challenge; (iv) no formal SOX policies or procedures have been documented; and (v) IT General Controls have not been scoped or evaluated. ● We do not have a monitoring program to assess whether internal controls over financial reporting are present and operating effectively on an ongoing basis. The material weakness resulted in errors, which were identified and corrected during the audit. These material weaknesses created a reasonable possibility that a material misstatement of our annual or interim financial statements would not have been prevented or detected on a timely basis as of December 31, 2025. Management has developed a plan to remediate the identified material weaknesses, and we expect to begin implementing these remediation efforts in 2026 and to include the following measures: ● designating a Sarbanes-Oxley compliance program owner; ● engaging external Sarbanes-Oxley advisors to provide training and advisory support; ● evaluating the need for additional qualified finance headcount; ● establishing audit committee reporting on internal control status; ● performing a formal de-SPAC transition impact assessment on internal controls, including documenting the gap between current-state controls and SOX requirements as the baseline for the remediation roadmap; ● performing a formal fraud risk assessment over financial reporting and reporting the results to the Audit Committee; ● developing SOX policies and procedures and control templates; ● implementing data validation protocols for all control inputs; ● obtaining and reviewing SOC-1 reports for key third-party vendors and completing CUEC mapping; and ● scoping and commencing an IT general controls assessment with support from an IT audit specialist. (c) Changes in Internal Control over Financial Reporting Except for the identification of the material weaknesses above, there were no changes during the quarter ended December 31, 2025, in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 56 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Directors and Executive Officers The Board of Directors is currently composed of seven members, consisting of: ● 4 Executive Directors; and ● 3 Non-Executive Directors. The following table sets forth certain information relating to the persons who serve as executive officers and Executive and Non-Executive Directors of Terra as of the date of this Annual Report. Name Age Title Alessandro Petruzzi 50 Chief Executive Officer and Executive Director Cesare Frepoli 60 Chief Operating Officer, Director of Licensing and Regulatory Affairs and Executive Director Marco Cherubini 52 Chief Technology Officer and Product Director Massimo Morichi 65 Chief Strategy Officer, SOLO Safeguards Director and Executive Director Katherine Williams 1 68 Chief Financial Officer and Executive Director 1 Rex S. Jackson 66 Independent Non-Executive Director Michael Howard 68 Independent Non-Executive Director and Chairperson of the Board of Directors Peter Hastings 65 Independent Non-Executive Director (1) As of March 29, 2026, Ms. Williams was designated as Executive Director and Chief Financial Officer (CFO) of the Company. Ms. Williams has yet to be officially appointed as Executive Director and CFO during the 2026 annual general meeting. Biographies of Executive Officers and Directors Set forth below are brief accounts of the business experience during at least the past five years of each executive officer and Director of Terra. Alessandro Petruzzi, Ph.D., is a Co-Founder of Terra Innovatum S.R.L. and has served as President since its inception. He is Chief Executive Officer (CEO) of Terra and Executive Director since October 2025. He also founded Nuclear and Industrial Engineering, S.R.L. (NINE), a company that provides safety assessment services in the framework of licensing applications worldwide. He serves as Chair of the OECD/NEA Expert Group on Reactor Core Thermal-Hydraulics (EGTHM) and is an Industry Professor at McMaster University, Canada. He has managed international safety and licensing projects for nuclear facilities in Argentina, the UK, Finland, Brazil and Poland, including leading the safety accident analysis for Atucha-2 NPP for the Argentinean utility, the Hanikhivhi NPP for the Finnish utility and recently the independent safety analysis of the entire Final Safety Analysis Report of Westinghouse AP1000 for the Polish utility. He has contributed as an expert to IAEA safety review and training programs and is the scientific investigator for NINE on several IAEA research projects. He has co-authored numerous scientific publications and the IAEA SSG-2 guidance. He has also organized major conferences such as NURETH 15, BEPU2018, and BEPU2024. Alessandro earned his PhD in Nuclear and Industrial Safety from the “Leonardo da Vinci” Doctoral Engineering School in 2008, following over nine years with the Nuclear Research Group of San Piero a Grado (GRNSPG), University of Pisa. Dr. Marco Cherubini is a Co-Founder of Terra Innovatum S.R.L., who has served as Chief Technology Officer and SOLO Product Director since December 2021. Prior to joining Terra, Dr. Cherubini was a Co-Founder and board member at Nuclear and Industrial Engineering S.R.L. (NINE), a leading engineering firm in nuclear safety, serving as Vice-President and Head of the Core Behavior Area, and supporting major projects in Australia, Argentina, Finland, Norway, and France, from July 2011. Dr. Cherubini has played a key role in emergency preparedness for nuclear-propelled vessels and in the licensing of advanced reactors globally. Dr. Cherubini holds an M.S. in Nuclear Engineering and Ph.D. Nuclear and Industrial Safety from the University of Pisa. 57 Dr. Cesare Frepoli has served as Co-Founder, Chief Operating Officer, and Director of Licensing and Regulatory Affairs at Terra since September 2021, and as Executive Director since October 2025. He has over 30 years of experience in nuclear engineering, specializing in safety analysis, regulatory strategy, and advanced simulation technologies. Dr. Frepoli serves as President and Chief Executive Officer of FPoliSolutions, a firm providing risk-informed safety analysis and regulatory support to nuclear and green energy sectors, from July 2013 to September 2021. Prior to that, Dr. Frepoli worked at Westinghouse Electric Company, a supplier of nuclear technology, where he served as an advisor and engineer from September 2001 to July 2013, receiving multiple George Westinghouse awards recognizing his leadership and innovation. Cesare holds a Ph.D. in Nuclear Engineering from Penn State University and a Master’s from Politecnico di Milano. Dr. Massimo Morichi has served as Partner, Chief Strategy Officer, and SOLO Safeguards Director at Terra, since April 2025, and as an Executive Director since October 2025. Dr. Massimo is also currently a member of the Board of CAEN SpA Group and a professor at Aix-Marseille University and lecturer at University of PISA and UNICAM. Between 2016 and 2025, he held executive management roles and served on the Board of CAEN SpA Group. Between 2005 and 2016, he held senior executive roles including EVP Director Global R&D and Innovation at AREVA Group, a French multination group specializing in nuclear power, VP R&D CTO at CANBERRA Industries (U.S.), and Group Leader for major site remediation project in Japan. Dr. Morichi has led the development of over 65 nuclear measurement solutions, advanced safeguards systems for the IAEA, and directed the EU MICADO project for nuclear waste characterization. He is lecturer at universities in France and Italy. He holds an M.S. and PhD in Nuclear Physics from the University “La Sapienza” of Rome, a B.S. in Nuclear Engineering from IT IS Enrico Fermi ROMA, and is a Certified Radiation Protection Expert. Katherine Williams has served as Executive Director and Chief Financial Officer (CFO) of Terra since March 2026. Previously, Ms. Williams served as a Non-Executive Director and Chairperson of the Board of Directors from October 2025 until March 2026. As of March 29, 2026, Ms. Williams was designated as Executive Director and Chief Financial Officer (CFO) of the Company. Ms. Williams has yet to be officially appointed as Executive Director and CFO during the 2026 annual general meeting. Since April 2025, Ms. Williams has served as CFO of Solestiss LLC, an energy developer and consultancy specializing in the nuclear and renewable energy sectors. Prior to Solestiss, from February 2002 to May 2024, Ms. Williams served as CEO and CFO of Framatome Inc., a global nuclear engineering and technology company that designs, builds, maintains, and services nuclear steam supply systems (NSSS) and equipment for nuclear power plants. Ms. Williams holds a B.S. from the College of Charleston and her MBA from the University of Pittsburgh. 58 Rex S. Jackson has served as a Non-Executive Director of Terra since October 2025. From May 2018 until November 2023, Mr. Jackson served as CFO of ChargePoint Inc. (NYSE: CHPT), a publicly-traded provider of charging solutions for electric vehicles. Mr. Jackson previously served as CFO of Gigamon Inc. (GIMO), a developer of network and security visibility solutions, from October 2016 until April 2018 after the completion of the Company’s going private transaction, and as CFO of Rocket Fuel Inc. (FUEL), an advertising technology company, from March 2016 to October 2016. Mr. Jackson served on the board of directors of EMCORE Corporation (EMKR) from 2015 to 2024, and of Energous Corporation (WATT), a company that develops wireless charging technology, from 2014 until 2019. Mr. Jackson also served as CFO of JDS Uniphase Corporation (JDSU), a provider of network and service enablement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers, from January 2013 through September 2015, where he drove the separation of JDSU into two independent public companies in August 2015. Mr. Jackson joined JDSU in January 2011 as Senior Vice President, Business Services, with responsibility for corporate development, legal, corporate marketing and information technology. From 2007 to 2010, Mr. Jackson served as CFO of Symyx Technologies, Inc. (SMMX), a provider of informatics and automation products, where he led the Company’s acquisition of MDL Information Systems, Inc. and subsequent merger of equals with another public company. Mr. Jackson also previously served as acting CFO at Synopsys, Inc. (SNPS), a provider of electronic design automation software and services, and held executive positions with Avago Technologies Limited (now Broadcom Inc. (AVGO)), a provider of analog semiconductor devices, AdForce, Inc. (ADFC) and Read-Rite Corporation (RDRT). Mr. Jackson holds a B.A. from Duke University and earned his J.D. from Stanford University Law School. Mr. Jackson’s accounting and financial expertise, general business acumen, extensive knowledge of a range of technologies and significant executive leadership experience were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of Terra. Michael W. Howard has been a Non-Executive Director of Terra since October 2025. As of March 29, 2026, Mr. Howard serves as Chairperson of the Board of Directors. From 1999 to 2020, Dr. Howard held several leadership positions within EPRI, a global organization headquartered in Palo Alto, California, with several offices across the U.S. and internationally. Dr. Howard led EPRI in developing technological innovations related to electricity production, delivery, and consumption, including advancements in nuclear power, renewable energy, energy storage, and electric vehicles. In 2010, the EPRI Board of Directors appointed Dr. Howard as President and CEO of EPRI, a role he held until his retirement at the end of 2020. He was then honored with the title of CEO Emeritus by the Board. From 1996 to 1999, Dr. Howard was the President and CEO of PEAC, a technology-driven power electronics company that offered power quality solutions to large industrial customers and electric utility companies, which was acquired by EPRI in 1999. In 1990, Dr. Howard co-founded Scientific Imaging Solutions, a technology company specializing in advanced image processing systems for automated microscopic material and biological image analysis, which merged with an affiliated firm in Pittsburgh in 1992. From 1992 to 1999, Dr. Howard joined a venture capital firm that provided equity and debt investment to early-stage tech companies while serving as an adjunct professor at the University of Tennessee, where he taught various master’s and Ph.D. courses in Industrial and Systems Engineering. Dr. Howard earned his B.S. in Electrical Engineering from the University of Tennessee, his M.S. in Business and Engineering from the University of Pittsburgh, and his Ph.D. from the University of Tennessee’s College of Engineering, focusing his dissertation on advanced artificial intelligence. Dr. Howard also attended the Reactor Technology Course for Utility Executives co-sponsored by the Massachusetts Institute of Technology (MIT) and the Institute for Nuclear Power Operations (INPO). Dr. Howard is also a member of the Carnegie Mellon University Scott Institute advisory council and Chair Emeritus of the World Energy Council in London, England. Dr. Howard’s extensive experience in the energy sector, especially the electricity sector were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of Terra. Peter Hastings has been a Non-Executive Director of Terra since October 2025. Mr. Hastings is also a Senior Fellow for the Nuclear Innovation Alliance, a Washington, DC-based, non-profit, non-partisan, think tank focused on catalyzing the next era of nuclear energy. He also consults with numerous nuclear energy clients through The Hastings Group, LLC, a management and regulatory advisory firm. From March 2018 to October 2025, Mr. Hastings was employed at Kairos Power LLC, a small modular reactor developer, where he served as Vice President of Regulatory, Quality, and Public Affairs, leading teams responsible for Kairos licensing and permitting activities, siting, reliability engineering, quality assurance, nuclear safeguards and security, internal and external communications and community engagement, and government relations Prior to joining Kairos, Mr. Hastings founded The Hastings Group and consulted with the Electric Power Research Institute, the Nuclear Energy Institute, the Nuclear Innovation Alliance, the Tennessee Valley Authority, Southern Company, and several advanced reactor developers on the regulatory framework for advanced reactors, the risk-informed “Licensing Modernization” project, source term development, and risk-informed emergency planning. He also held previous positions with Generation mPower, Duke Energy, and NuStart Energy Development. Mr. Hastings is a former member of several prominent nuclear energy industry institutes and councils, including the US Nuclear Industry Council and was Chairman of its Advanced Reactor Working Group, Chair of the Nuclear Energy Institute’s Advanced Reactor Regulatory Working Group, Vice Chair of the World Nuclear Association’s CORDEL Working Group and Chair of its Small Modular Reactor Task Force, Chair of the US High-Temperature Reactor Technology Working Group, and appointed member of the US Chamber of Commerce Civil Nuclear Trade Advisory Committee, as well as a member of numerous industry steering committees. Mr. Hastings earned his B.S. in nuclear engineering from NC State University and is a registered Professional Engineer in North and South Carolina. Mr. Hastings’ extensive experience in the nuclear energy sector was the primary qualification that the Board of Directors considered in concluding that he should serve as a director of Terra. 59 Family Relationships Our Chief Business Officer, Giordano Morichi, is the son of our Chief Executive Officer, Massimo Morichi. Other than this, there are no other family relationships between or among any of the persons who will serve as directors or executive officers of Terra. Dutch Corporate Governance Code Since Terra qualifies as a listed Dutch public limited liability company ( naamloze vennootschap ), Terra is subject to the Dutch Corporate Governance Code (the “ DCGC ” ). The DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the board of directors and the general meeting and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, Terra is required to disclose in its statutory board report, filed in the Netherlands, whether it complies with the provisions of the DCGC. If Terra does not comply with these provisions, Terra is required to give the reasons for such non-compliance. Diversity and Director and Officer Qualifications Terra has not formally established any specific, minimum qualifications that must be met by each of its directors. However, Terra generally evaluates the following qualities: educational background, diversity of professional experience, including whether the person is a current or was a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international organization, knowledge of Terra’s business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of Terra’s shareholders. Furthermore, from the moment Terra qualifies as a so-called “large company” under Dutch law, it will be subject to the gender diversity target regime. Under this target regime Terra would have to set appropriate and ambitious targets — which should take the form of target ratios — to bring about a more balanced ratio of men to women with regard to its directors. A Dutch company qualifies as large, if it meets at least two of the following three criteria on at least two successive balance sheet dates: (a) the value of the total assets (based on its balance sheet and explanatory notes) on the basis of historical cost (acquisition and production cost) exceeds EUR 25 million, (b) the net turnover for the financial year exceeds EUR 50 million and (c) the average number of employees is 250 or more. The Nominating and Corporate Governance Committee of the Board of Directors has adopted policies regarding director qualification requirements (including a diversity policy) and the process for identifying and evaluating director candidates for adoption by the Board of Directors. Board Regulations The Board of Directors has adopted written rules and regulations dealing with, inter alia , its internal organization, the manner in which decisions are taken, any quorum requirements, the composition, duties and organization of its committees and any other matters concerning the Board of Directors, the executive directors, the non-executive directors and committees established by the Board of Directors. Board Meetings and Committees During our last fiscal year, each of our directors attended at least 75% of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetings of the committees on which the director served. 60 Independent Directors In connection with the Business Combination, the Terra Ordinary Shares were listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of Nasdaq. Remuneration committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the rules of Nasdaq. Due to the resignation of one of its independent Non-Executive Directors on November 7, 2025 for personal reasons and following the appointment of Ms. Williams as the Company’s Chief Financial Officer, Terra currently is not in compliance with the majority independent board requirement but will resolve the noncompliance through the addition of a new independent Non-Executive Director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (a) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (b) be an affiliated person of the listed company or any of its subsidiaries. To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively determine that the member of the remuneration committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a remuneration committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and (ii) whether such director is affiliated with the Company, a Subsidiary of the Company or an affiliate of a Subsidiary of the Company. The Board of Directors has undertaken a review of the independence of each Director and considered whether each Director of Terra has a material relationship with Terra that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Rex Jackson, Michael Howard and Peter Hastings are considered “independent directors” as defined under the listing requirements and rules of Nasdaq and the applicable rules of the Exchange Act. In addition, certain provisions regarding the independency of non-executive directors apply based on the DCGC. The composition of the non-executive directors is such that the members are able to operate independently and critically vis-à-vis one another, the executive directors and any particular interests involved. The composition of the non-executive directors should be such that they are able to operate independently and critically vis-à-vis one another, the executive directors and any particular interests involved. In order to safeguard the independence of the non-executive directors, certain independency criteria apply, being in any case that the DCGC stipulates that a majority of the non-executive directors should be independent within the meaning of the DCGC and that for each shareholder or group of affiliated shareholders directly or indirectly holding more than 10 per cent of the shares in Terra, there is at most one executive director who can be considered to be affiliated with or representing them in conformity with the independence rules as included in the DCGC. Furthermore, the Chairperson of the Board of Directors should not be a former executive director and should be independent within the meaning of the DCGC. All of Terra’s Non-Executive Directors, qualify as independent within the meaning of the DCGC. 61 Committees of the Board of Directors The standing committees of the Board of Directors consist of an audit committee (the “ Audit Committee ” ), a remuneration committee (the “ Remuneration Committee ” ), and a nominating and corporate governance committee (the “ Nominating and Corporate Governance Committee ” ). The responsibilities and composition of each committee following the Business Combination are set forth below. Audit Committee Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. Due to the resignation of one of its independent directors on November 7, 2025 for personal reasons, the Audit Committee currently consists of three Directors, each of whom is a Non-Executive Director of the Board of Directors and an independent director as well as “financially literate” as defined under the Nasdaq listing standards. The members of the Audit Committee are Rex Jackson (Chair), Michael Howard, and Peter Hastings. The purpose of the Audit Committee is to prepare the audit committee report required by the SEC to be included in Terra’s proxy statement and to assist the Board of Directors to (A) oversee: (i) accounting and financial reporting processes and the audits of the financial statements of Terra; (ii) the integrity of Terra’s financial statements; (iii) Terra’s processes relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures; (iv) the qualifications, engagement, compensation, independence and performance of Terra’s independent auditor, and the auditor’s conduct of the annual audit of the Terra’s financial statements and any other services provided to Terra; and (v) the performance of Terra’s internal audit function, if any; and (B) produce the annual report of the Audit Committee required by the rules of the SEC. The Board of Directors Audit Committee operates pursuant to a written charter for the Audit Committee which is available on Terra’s website. Remuneration Committee Our Remuneration Committee consists of at least two Directors, each of whom is a Non-Executive Director of the Board of Directors and an independent director under Nasdaq’s listing standards. The members of the Remuneration Committee are Michael Howard (Chair) and Peter Hastings. The purpose of the Remuneration Committee is to assist the Board of Directors to (A) carry out the Board of Directors’ overall responsibility relating to organizational strength and executive compensation; (B) assist the Board of Directors in overseeing Terra’s employee compensation policies and practices, including (i) determining and approving the compensation of Terra’s Chief Executive Officer ( “CEO” ) and Terra’s other executive officers, and (ii) reviewing and approving incentive compensation and equity compensation policies and programs, and exercising discretion in the administration of such programs; and (C) produce the annual report of the Remuneration Committee required by the rules of the SEC. The Board of Directors operates pursuant to a written charter for the Remuneration Committee which is available on Terra’s website. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee consist of two Directors, each of whom is a Non-Executive Director of the Board of Directors and an independent Director under Nasdaq’s listing standards. The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on the Board of Directors. The members of the Nominating and Corporate Governance Committee are Peter Hastings (Chair) and Michael Howard. The purpose of the Nominating and Corporate Governance Committee is to assist the Board of Directors to (i) identify and screen individuals qualified to serve as directors and recommend to the Board of Directors candidates for nomination for election at the annual meeting of shareholders or to fill Board of Directors vacancies; (ii) develop, recommend to the Board of Directors and review Terra’s Corporate Governance Guidelines; (iii) coordinate and oversee self-evaluations of the Board of Directors, its committees, individual directors and management in the governance of Terra; (iv) review and approve, if appropriate, any related person transactions and other potential significant conflicts of interest; and (v) review on a regular basis the overall corporate governance of Terra and recommend improvements for approval by the Board of Directors where appropriate. 62 The Board of Directors operates pursuant to a written charter for the Nominating and Corporate Governance Committee is available on Terra’s website. Code of Ethics We have adopted a code of business conduct that applies to all of our Directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Please note that our Internet website address is provided as an inactive textual reference only. Terra will make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its website. Insider Trading Policy We have adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to Terra. Communication with our Board of Directors Our shareholders and other interested parties may communicate with our Board of Directors by sending written communication in an envelope addressed to “Board of Directors” in care of the Secretary, Via Matteo Trenta 117, Lucca, Italy 55100. ITEM 11. EXECUTIVE COMPENSATION. Summary Compensation Table . The following table sets forth certain compensation information for our Chief Executive Officer and each of the two most highly compensated officers (other than the Chief Executive Officer). Name Year Salary ($) Bonus ($) Option Awards ($) Stock Awards ($) All Other Compensation ($) Total Alessandro Petruzzi 2025 $ 203,747 $ 271,407 - - $ 475,154 Marco Cherubini 2025 $ 184,861 $ 252,020 $ 436,881 Cesare Frepoli 2025 $ 184,861 $ 221,165 $ 406,026 Amounts reflected in USD. For amounts paid in Euros, conversion was done at 1.13019 USD per Euro. The conversion ratio was based on the weighted average for fiscal year ended December 31, 2025. Perquisites Perquisites have not yet been established and therefore are not included in the figures above. The Remuneration Committee will determine any perquisites for the named executive officers based upon their services to be rendered. Such benefits to be paid by Terra may include company cars, medical insurance, accident insurance, tax preparation and financial counselling. Equity Incentive Awards Terra has adopted an Equity Incentive Plan under which several types of awards are available for issuance. Under the Equity Incentive Plan, NEOs receive 80% of their annual awards in Performance Share Units ( “PSUs” ) and 20% of their annual awards in Retention Restricted Share Units ( “RSUs” ). A PSU is a conditional right to receive Terra Ordinary Shares in the capital of Terra based on specific performance targets. For each vested PSU the holder is entitled to receive one Terra Ordinary Share. Each RSU represents the right to receive one Terra Ordinary Share. 63 Employment Agreements The following outlines the material terms of our employment agreements with the NEOs, in addition to the compensation set forth above, pending approval by the Remuneration Committee: Directorship Agreement with Mr. Alessandro Petruzzi Effective as of October 10, 2025, Alessandro Petruzzi was appointed as our Chief Executive Officer and an executive director on our Board of Directors. Mr. Petruzzi’s directorship agreement does not constitute a contract of employment within the meaning of Section 7:610 et seq. of the Dutch Civil Code. Mr. Petruzzi’s directorship agreement provides for his fixed compensation, discretionary annual bonus opportunity, certain equity incentive awards (as detailed in the applicable individual award agreements), and certain benefits including a company car (or cash allowance in lieu), mobile phone and laptop, medical expense and accident insurance, D&O insurance, and tax preparation and financial counselling capped at €15,000 gross per year. Mr. Petruzzi’s office runs until after the close of the 2026 annual general meeting and is renewable year by year thereafter, with either party authorized to terminate upon six months’ written notice. The details of Mr. Petruzzi’s compensation for the fiscal year ended December 31, 2025 are included above in the Summary Compensation Table. Pursuant to the terms of his directorship agreement, in the event Mr. Petruzzi is terminated as a “Good Leaver” (i.e., the Company revokes or does not renew his appointment without “just cause of removal,” or Mr. Petruzzi resigns for “just cause of resignation,” or in the event of death or severe disability, as such terms are defined in his directorship agreement), Mr. Petruzzi will, subject to his execution of a settlement and release agreement (the “Settlement Agreement” ), be entitled to (i) a termination indemnity equal to one year of his fixed compensation plus a discretionary bonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable performance criteria; (iii) continued medical expense insurance coverage for up to 18 months; (iv) continued vesting or full acceleration of any retention share units awarded under any equity plan, in accordance with the applicable individual award agreement; and (v) vesting of any Performance Stock Units ( “PSUs” ) for the months of actual service during the year of termination (subject to achievement of performance targets) or full acceleration, in each case in accordance with the applicable individual award agreement. In the event of termination as a “Bad Leaver” (as defined in his directorship agreement), Mr. Petruzzi would be entitled only to his fixed compensation accrued through the date of termination, without any right to receive further amounts. In the event Mr. Petruzzi is terminated by the Company without “just cause of removal” or resigns for “just cause of resignation,” in each case in connection with a “change in control” (as defined in his directorship agreement), then in lieu of the foregoing Good Leaver severance and subject to his execution of a Settlement Agreement, Mr. Petruzzi would be entitled to (i) a lump sum equal to 18 months of his fixed compensation plus his target discretionary bonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable performance criteria; (iii) continued medical, dental and vision coverage for up to 18 months; (iv) reimbursement of outplacement services expenses incurred in the 12 months following termination, up to a gross amount of €25,000; (v) continued vesting or full acceleration of any retention share units, in accordance with the applicable individual award agreement; and (vi) vesting or full acceleration of any PSUs, in accordance with the applicable individual award agreement. Directorship Agreement with Mr. Cesare Frepoli Effective as of October 10, 2025, Cesare Frepoli was appointed as our Chief Operating Officer and an executive director on our Board of Directors. Mr. Frepoli’s directorship agreement does not constitute a contract of employment within the meaning of Section 7:610 et seq. of the Dutch Civil Code. His directorship agreement provides for his fixed compensation, a discretionary annual bonus opportunity, certain equity incentive awards (as detailed in the applicable individual award agreements), and certain benefits including a company car (or cash allowance in lieu), mobile phone and laptop, medical expense and accident insurance, D&O insurance, and tax preparation and financial counselling capped at €15,000 gross per year. Mr. Frepoli’s office runs until after the close of the 2026 annual meeting of shareholders and is renewable year by year thereafter, with either party authorized to terminate upon six months’ written notice. The details of Mr. Frepoli’s compensation for the fiscal year ended December 31, 2025 are included above in the Summary Compensation Table. 64 Pursuant to the terms of his directorship agreement, in the event Mr. Frepoli is terminated as a “Good Leaver” (i.e., the Company revokes or does not renew his appointment without “just cause of removal,” or Mr. Frepoli resigns for “just cause of resignation,” or in the event of death or severe disability, as such terms are defined in his directorship agreement), Mr. Frepoli will, subject to his execution of a Settlement Agreement, be entitled to (i) a termination indemnity equal to one year of his fixed compensation plus his discretionary bonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable performance criteria; (iii) continued medical expense insurance coverage for up to 18 months; (iv) continued vesting or full acceleration of any retention share units awarded under any equity plan, in accordance with the applicable individual award agreement; and (v) vesting of any PSUs for the months of actual service during the year of termination (subject to achievement of performance targets) or full acceleration, in each case in accordance with the applicable individual award agreement. In the event of termination as a “Bad Leaver” (as defined in his directorship agreement), Mr. Frepoli would be entitled only to his fixed compensation accrued through the date of termination, without any right to receive further amounts. In the event Mr. Frepoli is terminated by the Company without “just cause of removal” or resigns for “just cause of resignation,” in each case in connection with a “change in control” (as defined in his directorship agreement), then in lieu of the foregoing Good Leaver severance and subject to his execution of a Settlement Agreement, Mr. Frepoli would be entitled to (i) a lump sum equal to 18 months of his fixed compensation plus his target discretionary bonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable performance criteria; (iii) continued medical, dental and vision coverage for up to 18 months; (iv) reimbursement of outplacement services expenses incurred in the 12 months following termination, up to a gross amount of €25,000; (v) continued vesting or full acceleration of any retention share units, in accordance with the applicable individual award agreement; and (vi) vesting or full acceleration of any PSUs, in accordance with the applicable individual award agreement. Annual Bonus Pursuant to our annual bonus program, annual bonuses for our named executive officers will be between 50% and 250% of base salary if annual performance goals are achieved, which may include company performance measures and individual goals that will be determined in the first quarter of every fiscal year. The annual bonus may be paid in cash, PSUs or a combination of cash and PSUs. If paid solely in cash only, the annual bonus will be between 50% and 100% of the base salary. If settled in part or in full in PSUs, the annual bonus will be between 100% and 250% of the base salary. The NEOs are allowed to determine the makeup of the annual bonus. The Remuneration Committee may increase the short-term incentive payable for any given year in case of exceptional achievements. Terra Board of Director Compensation Name Fees Earned or Paid in Cash ($) All Other Compensation ($) Total Katherine Williams $ 27,288 $ 6,822 $ 34,110 Peter Hastings $ 18,192 $ 4,548 $ 22,740 Michael Howard $ 18,192 $ 11,370 $ 29,562 Rex Jackson $ 18,192 $ 4,548 $ 22,740 Massimo Morichi $ 198,054 $ 197,947 $ 396,000 Guillaume Moyen $ 166,672 $ 100,002 $ 266,674 Martha Crawford $ 0 $ 0 $ 0 65 Katherine Williams Services Agreement Effective as of October 10, 2025, Katherine Williams was appointed as an independent Non-Executive Director and Chairperson of our Board of Directors. The appointment was for a fixed period of one year ending immediately after the close of the first annual general meeting of the Company held in the year after the appointment, subject to reappointment for a maximum of two subsequent periods. Ms. Williams’ service agreement provides for a fixed fee of $120,000 gross per annum (as corrected by an addendum dated December 2025, which amended the original fee of $80,000 to reflect her role as Chairperson of our Board of Directors), an additional annual fee for service on committees of the Board as set out in the Company’s Remuneration Policy, and any equity awards duly approved and granted by the Company or the Group Companies. Ms. Williams served as a member of the audit committee and the nominating and corporate governance committee. The Company maintains adequate directors’ and officers’ liability insurance as per market standards. Pursuant to the terms of her service agreement, the Company may terminate the service agreement with immediate effect, without any type of fee or compensation, in the event that any of Ms. Williams’ actions in her capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil Code, or if she acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after notification. Ms. Williams is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three months. Upon termination, Ms. Williams shall have no entitlement to any compensation or remuneration of any kind other than accrued but unpaid compensation through the end date of the service agreement. On March 29, 2026, Ms. Williams stepped down from the Company’s Audit Committee and Nominating and Corporate Governance Committee and as the Chairperson of the Board of Directors and was designated as Executive Director and the Company’s Chief Financial Officer. Rex Jackson Services Agreement Effective as of October 10, 2025, Rex S. Jackson was appointed as an independent Non-Executive Director on our Board of Directors. Mr. Jackson’s service agreement is based on a contract for services (overeenkomst van opdracht) within the meaning of Section 7:400 of the Dutch Civil Code and does not constitute a contract of employment. The appointment is for a fixed period of one year ending immediately after the close of the first annual general meeting of the Company held in the year after the appointment, subject to reappointment for a maximum of two subsequent periods. Mr. Jackson’s service agreement provides for a fixed fee of $80,000 gross per annum, an additional annual fee for service on committees of our board as set out in the Company’s Remuneration Policy, and any equity awards duly approved and granted by the Company or the Group Companies. Mr. Jackson serves as the Chairperson of the Audit Committee. The Company maintains adequate directors’ and officers’ liability insurance as per market standards. Pursuant to the terms of his service agreement, the Company may terminate the service agreement with immediate effect, without any type of fee or compensation, in the event that any of Mr. Jackson’s actions in his capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil Code, or if he acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after notification. Mr. Jackson is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three months. Upon termination, Mr. Jackson shall have no entitlement to any compensation or remuneration of any kind other than accrued but unpaid compensation through the end date of the service agreement. Peter Hastings Services Agreement Effective as of October 10, 2025, Peter Hastings was appointed as an independent Non-Executive Director on our Board of Directors. Mr. Hastings’s service agreement is based on a contract for services (overeenkomst van opdracht) within the meaning of Section 7:400 of the Dutch Civil Code and does not constitute a contract of employment. The appointment is for a fixed period of one year ending immediately after the close of the first annual general meeting of the Company held in the year after the appointment, subject to reappointment for a maximum of two subsequent periods. Mr. Hastings’s service agreement provides for a fixed fee of $80,000 gross per annum, an additional annual fee for service on committees of the board as set out in the Company’s Remuneration Policy, and any equity awards duly approved and granted by the Company or the Group Companies. Mr. Hastings serves as a member of the Remuneration Committee and as the Chairperson of the Nominating and Corporate Governance Committee. The Company maintains adequate directors’ and officers’ liability insurance as per market standards. 66 Pursuant to the terms of his service agreement, the Company may terminate the service agreement with immediate effect, without any type of fee or compensation, in the event that any of Mr. Hastings’s actions in his capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil Code, or if he acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after notification. Mr. Hastings is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three months. Upon termination, Mr. Hastings shall have no entitlement to any compensation or remuneration of any kind other than accrued but unpaid compensation through the end date of the service agreement. Michael W. Howard (Chairperson) Services Agreement Effective as of October 10, 2025, M.W. Howard was appointed as an independent Non-Executive Director on our Board of Directors. Mr. Howard’s service agreement is based on a contract for services (overeenkomst van opdracht) within the meaning of Section 7:400 of the Dutch Civil Code and does not constitute a contract of employment. The appointment is for a fixed period of one year ending immediately after the close of the first annual general meeting of the Company held in the year after the appointment, subject to reappointment for a maximum of two subsequent periods. Mr. Howard’s service agreement provides for a fixed fee of $80,000 gross per annum, an additional annual fee for service on committees of the board as set out in the Company’s Remuneration Policy, and any equity awards duly approved and granted by the Company or the Group Companies. Mr. Howard serves as a member of the audit committee, the Chairperson of the remuneration committee, and a member of the nominating and corporate governance committee. The Company maintains adequate directors’ and officers’ liability insurance as per market standards. Pursuant to the terms of his service agreement, the Company may terminate the service agreement with immediate effect, without any type of fee or compensation, in the event that any of Mr. Howard’s actions in his capacity as Non-Executive Director qualifies as manifestly improper management as stipulated in Section 2:9 of the Dutch Civil Code, or if he acts in violation of one of the obligations of the service agreement and such breach is not remedied within 15 days after notification. Mr. Howard is authorized to terminate the service agreement prematurely in writing, subject to a notice period of three months. Upon termination, Mr. Howard shall have no entitlement to any compensation or remuneration of any kind other than accrued but unpaid compensation through the end date of the service agreement. Beginning March 29, 2026, Mr. Howard was appointed Chairperson of the Board of Directors. Massimo Morichi Directorship Agreement Effective as of October 10, 2025, Massimo Morichi was appointed as our Chief Strategy Officer and an Executive Director on our Board of Directors. Mr. Morichi’s directorship agreement does not constitute a contract of employment within the meaning of Section 7:610 et seq. of the Dutch Civil Code. His directorship agreement provides for his fixed compensation, a discretionary annual bonus opportunity, certain equity incentive awards (as detailed in individual award agreements), and certain benefits including a company car (or cash allowance in lieu), mobile phone and laptop, medical expense and accident insurance, D&O insurance, and tax preparation and financial counselling capped at €15,000 gross per year. Mr. Morichi’s office runs until after the close of the 2026 annual meeting of shareholders and is renewable year by year thereafter, with either party authorized to terminate upon six months’ written notice. The details of Mr. Morichi’s compensation for the fiscal year ended December 31, 2025 are included above in the Summary Compensation Table. 67 Pursuant to the terms of his directorship agreement, in the event Mr. Morichi is terminated as a “Good Leaver” (i.e., the Company revokes or does not renew his appointment without “just cause of removal,” or Mr. Morichi resigns for “just cause of resignation,” or in the event of death or severe disability, as such terms are defined in his directorship agreement), Mr. Morichi will, subject to his execution of a Settlement Agreement, be entitled to (i) a termination indemnity equal to one year of his fixed compensation plus his discretionary bonus calculated at 100% of target; (ii) a pro-rated discretionary bonus for the year of termination, subject to achievement of applicable performance criteria; (iii) continued medical expense insurance coverage for up to 18 months; (iv) continued vesting or full acceleration of any retention share units awarded under any equity plan, in accordance with the applicable individual award agreement; and (v) vesting of any PSUs for the months of actual service during the year of termination (subject to achievement of performance targets) or full acceleration, in each case in accordance with the applicable individual award agreement. In the event of termination as a “Bad Leaver” (as defined in his directorship agreement), Mr. Morichi would be entitled only to his fixed compensation accrued through the date of termination, without any right to receive further amounts. In the event Mr. Morichi is terminated by the Company without “just cause of removal” or resigns for “just cause of resignation,” in each case in connection with a “change in control” (as defined in his directorship agreement), then in lieu of the foregoing Good Leaver severance and subject to his execution of a Settlement Agreement, Mr. Morichi would be entitled to (i) a lump sum equal to 18 months of his fixed compensation plus his target discretionary bonus calculated at 100% of target; (ii) a pro-rated MBO bonus for the year of termination, subject to achievement of applicable performance criteria; (iii) continued medical, dental and vision coverage for up to 18 months; (iv) reimbursement of outplacement services expenses incurred in the 12 months following termination, up to a gross amount of €25,000; (v) continued vesting or full acceleration of any retention share units, in accordance with the applicable individual award agreement; and (vi) vesting or full acceleration of any PSUs, in accordance with the applicable individual award agreement. Each of the foregoing severance payments and benefits is subject to Mr. Morichi’s execution of a Settlement Agreement providing for, among other things, full waivers of any right, claim or action against the Company, its Group companies and their investors, as well as his continued compliance with certain confidentiality, intellectual property, non-disparagement and non-solicitation obligations set forth in his directorship agreement. Mr. Morichi is also subject to a 12-month post-termination non-solicitation restriction with respect to the Company’s and the Group’s employees, directors, collaborators, suppliers and clients. Guillaume Moyen The Company did not enter into any services agreements with Guillaume Moyen. Mr. Moyen resigned as the Company’s Chief Financial Officer and Executive Director on March 28, 2026. Martha Crawford The Company did not enter into any services agreements with Ms. Crawford. Ms. Crawford resigned from the Company’s Board of Directors on November 7, 2025. 68 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information as of December 31, 2025 regarding the beneficial ownership of ordinary shares by: ● each person known by us to be the beneficial owner of more than 5% of the outstanding shares of any class of our voting securities; ● each of our current named executive officers and directors; and ● all current executive officers and directors of Terra Innovatum as a group. Percentage of beneficial ownership of ordinary shares is based on 110,500,908 ordinary shares outstanding as of December 31, 2025. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person. Unless otherwise noted, the address of each shareholder listed below is Via Matteo Trenta 117 Lucca, Italy 55100. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of shares beneficially owned by them. Name of Beneficial Owner Shares Owned Percentage Ownership Directors and Named Executive Officers - - Alessandro Petruzzi (1) - - Cesare Frepoli (2) 23,800,000 21.5 % Marco Cherubini (1) - - Massimo Morichi (3) 7,875,000 7.1 % Rex S. Jackson - - Katherine Williams - - Michael Howard - - Peter Hastings - - All Directors and Executive Officers as a Group (8 Persons) 32,112,500 29.1 % 5% or Greater Shareholders - - NINENG S.R.L. (1) 47,600,000 43.1 % Giordano Morichi (4) 7,000,000 6.3 % (1) Includes 25,840,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 4,352 Terra preferred shares, which are mandatorily convertible into up to 43,520,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 21,760,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025. NINENG S.R.L., is the record holder of the Terra Shares reported herein. Alessandro Petruzzi and Marco Cherubini are the sole members and managers of NINENG S.R.L., and share voting and dispositive power over the Terra Shares. (2) Includes 12,920,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 2,176 Terra preferred shares, which are mandatorily convertible into up to 21,760,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 10,880,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025. (3) Includes 4,275,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 720 Terra preferred shares, which are mandatorily convertible into up to 7,200,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 3,600,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025. (4) Includes 3,800,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 640 Terra preferred shares, which are mandatorily convertible into up to 6,400,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 3,200,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025. 69 Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth certain information about the securities authorized for issuance under our incentive plans as of December 31, 2025: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by shareholders 0 - 7,030,094 Equity compensation plans not approved by shareholders 0 - 0 Total 0 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. During the years ended December 31, 2025 and 2024, Terra Innovatum earned other income of $0 and $129,170, respectively, for engineering consulting services provided to related parties. The consulting services are unrelated to the core business of Terra Innovatum and are included in the statement of operations under other income — related parties. During the years ended December 31, 2025 and 2024, Terra Innovatum entered into interest-free loan agreements with its legacy quotaholders. The total loan amounts of $73,635 and $216,212 were provided in cash installments by January 15, 2025. Both loans were repaid in full upon the Closing of the Business Combination. 70 On April 1, 2025, the Company entered into a lease agreement with Nine Nuclear and Industrial Engineering S.R.L. ( “Nine” ). The term of the lease runs for 24 months until March 31, 2027; each party may withdraw from the lease agreement at any time before the expiration date. The rent is $12,316 (€11,400 Euros) per annum in addition to a de minimis monthly fee as a flat-rate reimbursement for utilities and cleaning costs (the “Lease Fee” ). The Lease Fee will be updated annually by 75% of the variation in the official consumer price indices for worker and employee families as determined by the Italian Statistics Day ( “ISTAT” ) in the previous year and subsequently year by year, with the first update taking effect on April 1, 2026. During the year ended December 31, 2025, the Company paid $9,663 in rent. On July 11, 2025, the Company entered into an engineering services agreement with Nine, a related party, to support the design of the SOLO project. Per the terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $214,508 (€183,560) plus value added tax ( “VAT” ). The Company paid an initial one-time payment of $131,410 in September 2025. On July 23, 2025, the Company entered into an engineering services agreement with FPoliSolutions LLC (“ FPoliSolutions ”), a related party. As per the terms of the agreement, FPoliSolutions will provide support for the development of the SOLO Micro Modular Reactor including technical assistance in safety analysis, hazard modeling, radiological consequence evaluation, risk-informed safety assessments, and techno-economic analysis for $89,687 with work completed during September 2025. On October 30, 2025, the Company entered into an amendment to its existing engineering services agreement with FPoliSolutions. The amendment extends the scope of work through December 31, 2025 and adds one full-time engineer on a fixed-price basis of $106,600. Policies and Procedures for Related Persons Transactions The Company has adopted a policy that requires the review and approval of any transaction, arrangement or relationship where the Company was, is or will be a participant and the amount involved exceeds $120,000, and in which any “Related Person” (generally defined as any director (or director nominee) or executive officer of the Company, beneficial owner of more than 5% of the Company’s shares, any immediate family member of the foregoing and any entity in which any of the foregoing persons is employed or is a partner or principal or in which that person has a 10% or greater beneficial ownership interest) had, has or will have a direct or indirect material interest. Before entering any such transaction, arrangement or relationship, the Chief Financial Officer must be notified of the facts and circumstances of the proposed transaction, arrangement or relationship. If the Chief Financial Officer determines that a transaction, arrangement or relationship is indeed a related party transaction, then such transaction will be sent to the Audit Committee (or the Chairperson of such committee) for their review and approval. Only those transactions that are in the best interests of the Company shall be approved. 71 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Change in Independent Registered Public Accountants On January 15, 2026, the Audit Committee of the Board of Directors (the “Audit Committee” ) of the Company dismissed MaloneBailey, LLP ( “MaloneBailey” ) as the Company’s independent registered public accounting firm. MaloneBailey had served as the Company’s independent registered public accounting firm since April 29, 2025. MaloneBailey had served as the independent auditor for Terra Innovatum S.R.L, an Italian limited liability company, the Company’s wholly-owned Subsidiary, since 2025. MaloneBailey had served as the independent auditor for Xit Corp. (formerly GSR III Acquisition Corp.), a Cayman Islands exempted company, the Company’s wholly-owned Subsidiary, since 2024. MaloneBailey’s audit report on the Company’s financial statements as of April 29, 2025 and for the period beginning April 29, 2025 (inception) and ended April 29, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. During the period beginning April 29, 2025 (inception) and ended April 29, 2025 and the subsequent interim period through January 15, 2026: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses related to the Company’s internal controls over financial reporting as described elsewhere in this Annual Report. We previously reported the change in accounting firms on a Current Report on Form 8-K filed with the SEC on January 21, 2026. We provided MaloneBailey with a copy of the above disclosures and requested that MaloneBailey furnish a letter addressed to the SEC stating whether or not it agrees with the foregoing statements. A copy of MaloneBailey’s letter dated January 21, 2026 was filed as Exhibit 16.1 to our Current Report on Form 8-K filed on January 21, 2026. On January 15, 2026, the Audit Committee appointed KPMG Accountants N.V. ( “KPMG” ) as its new independent registered public accounting firm. The Company has authorized MaloneBailey to respond fully to the inquiries of the successor independent registered public accounting firm. During the two most recent fiscal years and the subsequent interim period through January 15, 2026, the Company did not consult with KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). 72 Audit Committee Pre-Approval Policy The Audit Committee has established a pre-approval policy and procedures for audit, audit-related and tax services that can be performed by the independent auditors without specific authorization from the Audit Committee subject to certain restrictions. The policy sets out the specific services pre-approved by the Audit Committee and the applicable limitations, while ensuring the independence of the independent auditors to audit our financial statements is not impaired. The pre-approval policy does not include a delegation to management of the Audit Committee’s responsibilities under the Exchange Act. During the year ended December 31, 2025, the Audit Committee pre-approved all audit and permissible non-audit services provided by our independent auditors. Service Fees Paid to the Independent Registered Public Accounting Firm The following tables summarize approximate aggregate fees billed to us by our former and current independent registered public accounting firms for the period from January 1, 2024 through December 31, 2025: For the year ended December 31, 2024 For the year ended December 31, 2025 Audit Fees (1) $ 75,000 $ 1,394,008 Audit-Related Fees - - Tax Fees (2) - - All Other Fees (3) - 77,250 Total $ 75,000 $ 1,471,258 (1) “Audit Fees” are fees incurred for professional services for the audit and quarterly reviews of our financial statements. Audit Fees for the 2024 and 2025 fiscal years consist of $75,000 and $232,350 incurred by MaloneBailey LLP, respectively, and $0 and $1,161,658 incurred by KPMG, respectively. (2) “Tax Fees” are fees primarily for tax compliance in connection with filing US income tax returns. (3) “All other fees” related to the reviews of Registration Statements on Form S-1 and S-4. These fees were solely incurred by MaloneBailey LLP. 73 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. (a) List of Documents Filed as a Part of This Report: The Company’s financial statements, as indicated by the Index to Consolidated Financial Statements set forth below, begin on page F-1. Financial statement schedules have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 1012 ) F-1 Report of Independent Registered Public Accounting Firm (PCAOB ID 206) F-2 Consolidated Balance Sheets F-3 Consolidated Statement of Operations and Comprehensive Loss F-4 Consolidated Statement of Changes in Shareholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 (2) Index to Financial Statement Schedules: All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because it is not required. (3) Index to Exhibits: See exhibits listed under Part (b) below. (b) Exhibits: Exhibit No. Description 2.1† 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). 2.2 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. 3.1 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). 3.2 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). 4.1 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). 4.2 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). 4.3 Form of Bridge Warrants (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on October 16, 2025). 4.4* Description of Securities. 74 10.1 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). 10.2 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). 10.3 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) 10.4+ 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). 10.5 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). 10.6+ 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). 10.7+ 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). 10.8+ 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). 10.9+ 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). 10.10+* Appointment Letter between Terra Innovatum Global N.V. and Peter Hastings, dated December 2, 2025. 10.11+* Appointment Letter between Terra Innovatum Global N.V. and Rex Jackson, dated December 1, 2025. 10.12+* Appointment Letter between Terra Innovatum Global N.V. and Michael Howard, dated December 2, 2025. 10.13+* Appointment Letter between Terra Innovatum Global N.V. and Katherine Williams, dated December 4, 2025. 10.14+* Addendum Service Agreement between Terra Innovatum Global N.V. and Katherine Williams, dated December 10, 2025. 19.1 Insider Trading Policy (incorporated by reference to Exhibit 99.7 to the Current Report on Form 8-K filed on October 16, 2025). 21.1* List of Subsidiaries 23.1* Consent of KPMG Accountants N.V., Independent Registered Accounting Firm. 31.1* 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. 31.2* 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. 32.1* 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. 32.2* 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. 97.1 Compensation Recovery Policy (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K filed on October 16, 2025). 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover 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). * Filed herewith + Indicates a management or compensatory plan. † Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. 75 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Terra Innovatum Global N.V. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Terra Innovatum Global N.V. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG Accountants N.V. We have served as the Company’s auditor since 2025. Amstelveen, the Netherlands June 15, 2026 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Quotaholders and Board of Directors of Terra Innovatum S.R.L. Opinion on the Financial Statements We have audited the accompanying balance sheet of Terra Innovatum S.R.L. (the “Company”) as of December 31, 2024, and the related statements of operations and comprehensive loss, changes in quotaholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ MaloneBailey, LLP www.malonebailey.com We served as the Company’s auditor from 2025 through 2026. Houston, Texas May 14, 2025 F- 2 Terra Innovatum Global N.V. (formerly Terra Innovatum Global Srl.) Consolidated Balance Sheets (all amounts in USD)(in thousands) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 102,882 $ 69 Accounts receivable, net 4 - Prepaid expenses and other current assets 3,148 65 Total current assets 106,034 134 Equipment, net 102 - Total assets $ 106,136 $ 134 Liabilities and shareholders’ deficit Current liabilities: Accounts payable $ 1,150 $ 32 Accrued expenses and other current liabilities 2,009 21 Total current liabilities 3,159 53 Related party loan, non-current - 107 Share-settled contingent liability 186,323 - Warrant liabilities 10,236 - Other non-current liabilities 8 6 Total liabilities 199,726 166 Commitments and contingencies (Note 11) Shareholders’ deficit: Ordinary 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) 1,281 551 Convertible 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) 3,086 - Additional paid-in capital 519,422 ( 548 ) Accumulated deficit ( 607,276 ) ( 37 ) Accumulated other comprehensive income ( 10,103 ) 2 Total shareholders’ deficit ( 93,590 ) ( 32 ) Total liabilities and shareholders’ deficit $ 106,136 $ 134 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Terra Innovatum Global N.V. (formerly Terra Innovatum Global Srl.) Consolidated Statements of Operations and Comprehensive Income (all amounts in USD)(in thousands, except share and per share amounts) For The Years Ended December 31, 2025 2024 Operating expenses: General and administrative $ 32,311 $ 78 Development costs 1,388 75 Total operating expenses 33,699 153 Loss from operations ( 33,699 ) ( 153 ) Other income (expenses): Other income - related party - 129 Other expense, net ( 1,906 ) - Interest expense ( 1,426 ) - Change in fair value - share settled contingent liability 559,967 - Change in fair value - warrant liabilities 16,588 - Total other income, net 573,223 129 Income (loss) before income taxes 539,524 ( 24 ) (Provision) benefit for income taxes - ( 10 ) Net income (loss) $ 539,524 $ ( 34 ) Other comprehensive income (loss) Change in foreign currency translation adjustment ( 10,105 ) 1 Total comprehensive income (loss) $ 529,419 $ ( 33 ) Net income per share - basic $ 9.74 $ - Weighted-average ordinary shares outstanding - basic 55,407,007 47,500,000 Net income per share - diluted $ 9.74 $ - Weighted-average ordinary shares outstanding - dilutive 55,420,642 47,500,000 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Terra Innovatum Global N.V. (Formerly Terra Innovatum Global Srl.) Consolidated Statements of Changes in Shareholders’ Deficit (all amounts in USD)(in thousands) Convertible Accumulated Preferred Additional other Total Corporate Shares Ordinary shares paid-in Accumulated comprehensive shareholders’ capital Shares Amount Shares Amount capital deficit (loss) income deficit Balance at January 1, 2024 $ 3 - $ - - $ - $ - $ ( 3 ) $ - $ - Retrospective application of the Business Combination ( 3 ) - - 47,500,000 551 ( 548 ) - - - Adjusted balances at beginning of period $ - - $ - 47,500,000 $ 551 $ ( 548 ) $ ( 3 ) $ - $ - Net loss - - - - - - ( 34 ) - ( 34 ) Foreign currency translation - - - - - - - 2 2 Balance at December 31, 2024 $ - - $ - 47,500,000 $ 551 $ ( 548 ) $ ( 37 ) $ 2 $ ( 32 ) Net income - - - - - - 539,524 - 539,524 Issuance of Convertible Preferred Shares - 40 6,208 - - - - - 6,208 Issuance of share-settled contingent liability - - - - - ( 1,250,223 ) - - ( 1,250,223 ) Business Combination, net of redemptions and transaction costs - - - 17,716,465 206 74,065 - - 74,271 Issuance of ordinary shares and warrants in connection with PIPE Financing - - - 3,683,500 43 15,360 - - 15,403 Issuance of Advisor warrants - - - - - 14,036 - - 14,036 Reclassification of excess of fair value of share-settled contingent liability over additional paid-in capital to accumulated deficit - - - - - 1,146,763 ( 1,146,763 ) - - Conversion of Bridge Loan - - - 851,483 9 2,809 - - 2,818 Conversion of share settled contingent liability into ordinary shares upon milestone event - - - 40,000,000 467 510,533 - - 511,000 Conversion of Preferred Shares into ordinary shares upon milestone event ( 20 ) ( 3,122 ) 200,000 2 3,120 - - - Contingently vested Sponsor ordinary shares - - - 274,750 3 3,507 - - 3,510 Foreign currency translation - - - - - - - ( 10,105 ) ( 10,105 ) Balance at December 31, 2025 $ - 20 $ 3,086 110,226,198 $ 1,281 $ 519,422 $ ( 607,276 ) $ ( 10,103 ) $ ( 93,590 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 Terra Innovatum Global N.V. (formerly Terra Innovatum Global Srl.) Consolidated Statements of Cash Flows (all amounts in USD)(in thousands) For The Years Ended December 31, 2025 2024 Cash flows from operating activities Net income (loss) $ 539,524 $ ( 34 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Unrealized foreign exchange gain 54 - Loss on issuance of bridge loan and warrant liability 1,363 Change in fair value of warrants ( 16,588 ) - Change in fair value of share-settled contingent liability ( 559,967 ) - Share-based compensation 19,725 - Remeasurement of bridge loan ( 16 ) - Interest expense - non-cash 1,414 - Depreciation expense 10 - Issuance costs allocated to liability classified warrants 9 Changes in operating assets and liabilities: Due from related parties - 9 Prepaid expenses and other current assets ( 2,674 ) ( 67 ) Accounts receivable, net ( 5 ) - Accounts payable 4,940 33 Accrued expenses and other current liabilities 1,912 13 Other non-current liabilities 2 4 Net cash used in operating activities ( 10,297 ) ( 42 ) Cash flows from investing activities Purchases of equipment ( 108 ) - Net cash used in investing activities ( 108 ) - Cash flows from financing activities Proceeds from Bridge Loans 5,690 - Payment of debt issuance costs for Bridge Loans ( 24 ) - Proceeds from Business Combination, net of transaction costs 69,878 - Proceeds from PIPE financing 36,835 - Payments to related party loans ( 116 ) 112 Net cash provided by financing activities 112,263 112 Effect of exchange rate changes on cash and cash equivalents 955 ( 3 ) Net change in cash and cash equivalents 101,858 70 Cash and cash equivalents at beginning of the period 69 2 Cash and cash equivalents at end of the period $ 102,882 $ 69 Supplemental disclosures of cash flow information: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Non-cash investing and financing activities: Initial value of warrant liabilities issued in connection with Bridge Loans $ 5,703 $ - Conversion of Bridge Loans $ 2,747 $ - Reclassification of excess of fair value of share-settled contingent liability over additional paid-in capital to accumulated deficit $ 1,146,762 $ - Issuance of Share-settled Contingent Liability $ 1,250,223 $ - Conversion of share-settled Contingent Liability into ordinary shares upon milestone achievement $ 514,510 $ - Issuance of ordinary shares and Advisor Warrant in exchange for services $ 14,039 $ - The accompanying notes are an integral part of these consolidated financial statements F- 6 Terra Innovatum Global N.V. (formerly Terra Innovatum Global Srl.) Notes to the Consolidated Financial Statements (in thousands except share and per share amounts) Note 1. Organization Organization Terra Innovatum Global N.V. (the “Company” or “Terra” ) is a Dutch public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands. The Company is registered in the Netherlands, and its legal headquarters is in Lucca Italy, San Marco district at Via Matteo Trenta No. 117. On October 9, 2025, the Company consummated a business combination with GSR III Acquisition Corp. ( “GSR III” ) pursuant to a Business Combination Agreement dated April 21, 2025, as amended (the “Business Combination” ) (see Note 2 – Business Combination). As a result of the Business Combination, the Company became a publicly traded parent company of the combined organization. The Company’s ordinary shares commenced trading on The Nasdaq Stock Market LLC ( “Nasdaq” ) under the symbol “NKLR” on October 10, 2025. Following the Business Combination, Terra Innovatum Srl. ( “Legacy Terra” ), the private operating company prior to the Business Combination, continues to operate as a wholly owned subsidiary of the Company. Nature of Operations The Company is engaged in the development of nuclear energy technology focused on the design of a micro-modular nuclear reactor known as the SOLO Micro-Modular Nuclear Reactor ( “SOLO” ). The Company’s activities are currently centered on engineering design, technology validation, regulatory engagement, and supply chain planning related to the SOLO reactor. The SOLO reactor is designed to generate approximately 1 megawatt electric ( “MWe” ) of baseload power through a gas-cooled system utilizing commercially available low enriched uranium ( “LEU” ). The reactor design contemplates extended operating cycles, including refueling capabilities, subject to regulatory approval. As of December 31, 2025, the Company has completed the conceptual and detailed design phases of the reactor and has validated certain key technological components. The Company has initiated pre-application engagement with the U.S. Nuclear Regulatory Commission ( “NRC” ) and is progressing through regulatory and licensing activities required for future construction and operation. The Company has not yet constructed a commercial reactor and has not generated revenues from operations. All activities to date relate to research and development and preparation for potential future commercialization. Risks and Uncertainties The Company is an early-stage nuclear energy technology company and has not generated revenue from its principal activities. The Company’s current activities involve significant risks and uncertainties, including, but not limited to, its ability to obtain required regulatory approvals for its reactor technology and its ability to secure additional financing to fund operations through commercialization. The regulatory approval process for nuclear technologies is complex, time-consuming, and subject to factors beyond the Company’s control. In addition, the Company will require substantial additional capital to complete development and achieve commercialization, and there can be no assurance that such financing will be available on acceptable terms, or at all. These factors raise significant risks and uncertainties that could materially impact the Company’s future operations and financial condition. Note 2. Business Combination On April 21, 2025, GSR III, Legacy Terra, Terra Innovatum Global Srl., Terra MergerCo, and certain other parties entered into a business combination agreement, as amended (the “Business Combination Agreement” ). GSR III held an extraordinary general meeting of shareholders on October 7, 2025 (the “Special Meeting” ), at which GSR III shareholders approved the transactions contemplated by the Business Combination Agreement. Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, the business combination was consummated on October 9, 2025 (the “Closing Date,” and such consummation, the “Closing” ). F- 7 Terra Pre-Closing Restructuring Prior to the Closing, Legacy Terra completed a series of restructuring transactions (the “Terra Pre-Closing Restructuring” ) to establish a holding company structure. On April 29, 2025, Legacy Terra formed Terra Innovatum Global Srl. with the same quotaholders in the same ownership percentages as Legacy Terra. On June 23, 2025, the quotaholders contributed 100 % of their respective quotas in Legacy Terra to Terra Innovatum Global Srl (the “Contribution” ), resulting in Legacy Terra becoming a wholly owned subsidiary of Terra Innovatum Global Srl. Subsequently, Terra Innovatum Global Srl. formed Terra MergerCo ( “MergerCo” ) as a wholly owned subsidiary for the sole purpose of effecting the business combination. On October 7, 2025, Terra Innovatum Global Srl. completed a cross-border conversion into Terra Innovatum Global N.V., the Company. In connection with the cross-border conversion, each issued and outstanding quota of Terra Innovatum Global Srl was converted into: ● 475,000 Terra ordinary shares per quota (the “Common Conversion Ratio” ), and ● 80 Convertible Preferred Shares (the “Convertible Preferred Shares” ) per quota (the “Preferred Conversion Ratio” ). As a result of the conversion of 100 quotas at the Common Conversion Ratio, 47,500,000 Terra ordinary shares were issued to former Terra Innovatum Global Srl. quotaholders. The Terra Pre-Closing Reorganization was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification ( “ASC” ) 805-50. Accordingly, assets and liabilities were recorded at historical carrying amounts, no goodwill or gain or loss was recognized. As the reorganization resulted in a change in the reporting entity, the consolidated financial statements have been retrospectively adjusted to include the historical financial results of Legacy Terra, the Company’s predecessor, for all periods presented, as if the current corporate structure had been in effect since the earliest period presented. PIPE Financing In connection with the Business Combination, in September 2025 and October 2025, GSR III entered into subscription agreements (the “PIPE Subscription Agreements” ) with certain accredited investors (the “Subscribers” ), pursuant to which GSR III agreed to issue and sell, in a private placement (the “PIPE Financing” ), Terra ordinary shares (the “PIPE Shares” ) at a purchase price of $ 10.00 per share. In connection with the PIPE Financing, GSR III also agreed to issue warrants to purchase Terra ordinary shares, consisting of (i) warrants exercisable at $ 12.00 per share (the “Half Warrants” ), issued at a ratio of one Half Warrant for every two PIPE Shares, and (ii) warrants exercisable at $ 16.00 per share (the “Quarter Warrants” ), issued at a ratio of one Quarter Warrant for every four PIPE Shares (together with the Half Warrants, the “PIPE Warrants” ). The PIPE Warrants are exercisable immediately upon issuance and have a term of five years from the date of issuance. Upon the Closing, the Company assumed GSR III’s rights and obligations under the PIPE Subscription Agreements and PIPE Warrants. Closing of the Business Combination At the effective time of the Closing, MergerCo merged with and into GSR III, the separate corporate existence of MergerCo ceased, and GSR III survived the Business Combination as a wholly owned subsidiary of the Company. Each issued and outstanding GSR III Class A and Class B ordinary share outstanding immediately prior to the Closing was converted into one Terra ordinary share on a one-for-one basis. In addition, each whole GSR III right outstanding immediately prior to the Closing automatically converted into one GSR III Class A ordinary share immediately prior to the Closing, which then converted into one Terra ordinary share at Closing. Certain GSR III public shareholders elected to redeem their shares for cash in accordance with GSR III’s governing documents. In connection with the Closing and related arrangements, the following equity instruments were issued or became issuable: ● 47,500,000 Terra ordinary shares were issued to former Terra Innovatum Global Srl. quotaholders; ● 21,176,965 Terra ordinary shares were issued to GSR III public shareholders, the sponsor and related parties, and other investors on a one-for-one basis for GSR III Class A and Class B ordinary shares and exercised rights, net of redemptions; F- 8 ● 549,500 Terra ordinary shares held by the Sponsor (converted from GSR III Class B ordinary shares) became subject to vesting and forfeiture conditions tied to post-Closing milestones. ● 8,000 Convertible Preferred Shares were issued to former Terra Innovatum Global Srl. quotaholders, contingently convertible into up to 80,000,000 Terra ordinary shares subject to market-based, regulatory, and performance-based milestones; ● Pursuant to a financial advisory arrangement, the Company paid Park Avenue Capital Group Corp. ( “PAC” ) a $ 2,500 cash success fee at Closing and issued to PAC (i) 223,000 Terra ordinary shares 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 share, and (iii) 40 Terra Convertible Preferred Shares that are contingently convertible into 400,000 Terra ordinary shares under milestone-based conditions generally consistent with those applicable to the Convertible Preferred Shares issued to former Terra Innovatum Global Srl. quotaholders. ● Convertible bridge loans (including principal and accrued interest) outstanding at Closing converted into 851,483 Terra ordinary shares at a conversion price of $ 7.00 per share, and the Company issued warrants to bridge lenders exercisable at $ 11.50 and $ 15.00 per share with a term of 36 months from the Closing. Concurrent with the Closing, the Company entered into a registration rights agreement granting certain holders registration rights with respect to their shares and other equity securities. Total proceeds received from the Business Combination and PIPE Financing, net of redemptions and transaction costs, totaled approximately $ 106,713 . Proceeds from the business combination include cash acquired from GSR III upon the Closing. Accounting Treatment The Business Combination was accounted for as a recapitalization by way of an asset acquisition in accordance with U.S. GAAP, as management determined that GSR III did not meet the definition of a business under ASC 805 because its assets consisted primarily of cash and investments held in trust and it did not have substantive operations. Terra, which is controlled by legacy Terra Innovatum Global Srl. quotaholders, has been determined to be the accounting acquirer based on the following: ● 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. ● All of the senior management of the Company will come from the senior management of Terra Innovatum. ● Terra Innovatum will appoint a majority of the directors to the Board of Directors. ● The intended strategy of the Company will be to continue to focus on Terra Innovatum’s core service offerings. Accordingly, the transaction was treated as the equivalent of Terra issuing equity interests in exchange for the net monetary assets of GSR III, with the net assets of GSR III recorded at their historical carrying values, which approximate fair value, and no goodwill or other intangible assets recognized. Accordingly, the consolidated assets, liabilities, and results of operations presented are those of the Company, and the shares and corresponding per-share amounts (including loss per share) for all prior periods have been retroactively restated to reflect the share exchanges and recapitalization described above. F- 9 The following table presents the total the Company’s ordinary shares outstanding immediately after the Closing: Shares Ordinary Shares held by Terra Innovatum Global Quotaholders 47,500,000 Ordinary Shares held by GSR III public shareholders 11,810,108 Ordinary Shares held by Sponsor and related parties of Sponsor 6,232,857 Ordinary Shares held by unrelated third parties 1,074,483 Ordinary Shares underlying the PIPE Financing 3,683,500 Total Ordinary Shares 70,300,948 Includes 6,232,857 shares issued to the Sponsor and related parties at the Closing, of which 549,500 shares (the “Vesting Sponsor Shares” ) are subject to vesting and forfeiture conditions pursuant to the Business Combination Agreement. Although legally issued and outstanding, the Vesting Sponsor Shares are not considered outstanding for accounting purposes until the applicable vesting conditions are satisfied. Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles ( “US GAAP” ) and applicable rules and regulations of the U.S. Securities and Exchange Commission ( “SEC” ). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP, as found in the ASC and Accounting Standards Updates ( “ASUs” ) of the Financial Accounting Standards Board ( “FASB” ). The consolidated financial statements include the financial statements of Terra Innovatum Global N.V. and its subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements have been prepared on a going concern basis based on the Company’s cash and cash equivalents of $ 102,882 as of December 31, 2025 and the Company’s budgeted cash flows for the twelve months following the issuance date of June 15, 2026. Basis of Consolidation The consolidated financial statements of the Company are presented in U.S. dollars and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether to consolidate an entity based on whether it has a controlling financial interest under ASC Topic 810, Consolidation ( “ASC 810” ). A controlling financial interest may be established through either (i) the variable interest entity ( “VIE” ) model or (ii) voting interest model ( “VOE” ). Under the VIE model, an entity is considered a VIE if, among other factors, (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) the equity holders lack the characteristics of a controlling financial interest, or (iii) voting rights are not substantive. The Company consolidates a VIE if it is the primary beneficiary, defined as the party that both (i) has the power to direct the activities that most significantly impact the entity’s economic performance and (ii) has the obligation to absorb losses or the right to receive benefits that could potentially be significant. F- 10 If an entity does not meet the definition of a VIE, the Company evaluates consolidation under the voting interest model. Under this model, the Company consolidates entities in which it has a controlling financial interest, generally evidenced by ownership of a majority of the voting interests. The Company has evaluated its legal entities under ASC 810-10-15-14 and determined that none meet the definition of a VIE. Accordingly, the Company applies the voting interest model and consolidates its subsidiaries based on its controlling financial interest, which is evidenced by 100 % ownership of the voting interests. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and disclosures of contingencies. Significant estimates include, but are not limited to, the fair value of share-settled contingent liabilities, equity-based compensation, warrant valuations, PIPE Financing valuation, useful lives of long-lived assets, and deferred tax assets and related valuation allowances. Actual results may differ from those estimates. Foreign Currency Translation and Transaction Gains and Losses The Company’s reporting currency is the United States Dollar ( “$” ), while its functional currency is the Euro ( “€” ), which it uses for conducting business and maintaining its books and records. The accompanying consolidated financial statements are presented in US$. Monetary assets and liabilities denominated in foreign currencies are remeasured at period-end exchange rates, and resulting foreign exchange gains and losses are recognized in earnings. For such monetary assets and liabilities that are measured at fair value, the Company has elected to present foreign exchange gains and losses arising from remeasurement within the same line item as the change in fair value of the underlying instruments in the consolidated statements of operations, as such amounts are considered an integral component of the overall fair value measurement. For other monetary assets and liabilities not measured at fair value, foreign exchange gains and losses are presented within other income (expense), net in the consolidated statements of operations. In accordance with ASC 830-30, Translation of Financial Statements , the Company and its subsidiary, Terra Innovatum Srl., translate their assets and liabilities from their functional currency into US$ using the exchange rate at the balance sheet date. Revenues and expenses are translated at the average exchange rate for the reporting period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income ( “AOCI” ) within the consolidated statements of changes in shareholders’ deficit. Cash flows are translated at average exchange rates for the reporting period. As a result, the amounts presented in the consolidated statements of cash flows may not directly reconcile with the corresponding changes in balances reported on the balance sheets. During the year ended December 31, 2025, net foreign currency transaction losses recognized in the consolidated statements of operations and comprehensive income, primarily from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency, totaled approximately $ 1 and are included in other expense, net. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. The Company had $ 102,882 and $ 69 in cash as of December 31, 2025 and 2024, respectively. The Company had no cash equivalents as of December 31, 2025 and 2024. Other income – Related party Other income generated from engineering consulting services provided to related parties that are unrelated to the Company’s core business. This income is recognized as the related performance obligations are satisfied. F- 11 General and Administrative Costs General and administrative costs include personnel-related expenses, director and contractor compensation, professional and consulting fees, software subscription and IT costs, office rent, vehicle rentals, and other facility-related expenses, insurance, bank charges, travel and lodging, membership fees, conference and registration costs, advertising and corporate representation costs, taxes and duties, and other governmental fees, depreciation of computer equipment, licenses, trademarks, capitalized development amortization, as well as stock-based compensation. General and administrative costs also include expenses recognized based on the underlying terms of each agreement, whereby milestone-based obligations are recorded when the related milestone is achieved, recurring service arrangements are recognized over time as services are received, and one-time deliverables are expensed at the point in time the service or deliverable is provided. Development Costs Development costs represent costs incurred to design and engineer SOLO. These costs include personnel-related expenses (such as salaries, employee benefits and bonuses), software and computing costs, hardware and experimental supplies, and fees for outside engineering, analytical, and consulting services. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets primarily consist of amounts paid in advance for goods or services to be consumed in future periods and other assets expected to be realized within one year. Prepaid expenses are recorded when paid and are expensed on a straight-line or usage-based basis over the periods in which the related benefits are received, in accordance with ASC 340. Equipment The Company’s fixed assets are comprised of computer equipment. Computer equipment is stated at cost, net of accumulated depreciation. The Company capitalizes purchases of computer equipment that exceed its capitalization threshold and have a useful life of greater than one year. Depreciation is computed using the straight-line method over the estimated useful life of the asset. For computer equipment, the Company has determined a useful life of 6 years. Depreciation expense is recognized beginning in the month the asset is placed into service. Maintenance and repairs are expensed as incurred, while improvements that extend the useful life or enhance the functionality of the equipment are capitalized. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the respective accounts, and any resulting gain or loss is recognized in the period of disposal. Leases The Company applies ASC 842 to all lease arrangements. The Company’s office leases qualify as short-term leases (terms of 12 months or less), for which the Company elected the short-term lease exemption. Accordingly, no right-of-use asset or lease liability is recognized. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value in accordance with ASC 820. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 — Quoted prices in active markets for identical instruments. Level 2 — Quoted 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. Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. Warrants and Derivative Instruments The Company evaluates warrants and other equity-linked financial instruments, including contingently issuable warrants, under ASC 815-40, Derivatives and Hedging—Contracts in an Entity’s Own Equity , and ASC 480-10, Distinguishing Liabilities from Equity , to determine appropriate classification and subsequent measurement. F- 12 Instruments that meet the conditions for equity classification under ASC 815-40 (including being indexed to the Company’s own stock and requiring physical or net share settlement with no provisions that could require cash settlement outside the Company’s control) are classified in equity at issuance and are not subsequently remeasured. Instruments that do not meet the equity-classification conditions under ASC 815-40 or that otherwise meet liability-classification criteria under ASC 480-10 are classified as liabilities. Such instruments are initially measured at fair value and subsequently remeasured at each reporting date, with changes in fair value recognized in earnings. In accordance with ASC 815-40, equity-linked instruments that are contingently issuable, exercisable, or settleable are considered issued for accounting purposes when an enforceable contract or arrangement exists, regardless of whether the contingencies have been resolved. Accordingly, contingently issuable warrants entered into prior to the consummation of a business combination (including warrants issuable upon the completion of a de-SPAC transaction) are recognized prior to the de-SPAC, provided that the counterparty has delivered consideration or performed under the arrangement. Contingently issuable warrants are evaluated at inception to determine whether they qualify for equity classification or represent liability-classified equity-linked instruments prior to resolution of the contingency. Liability-classified contingent warrants are initially measured at fair value on the issuance date and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings, until the contingency is resolved or equity classification becomes appropriate. Upon resolution of a contingency for instruments that qualify for equity classification, any previously liability-classified warrants are reclassified to equity at their fair value on the resolution date and are not remeasured thereafter. The Company also evaluates whether warrants or other equity-linked instruments contain foreign-currency-denominated exercise prices or other cross-currency features. Instruments that are not indexed to the Company’s functional currency, as determined under ASC 815-40, are classified as liabilities and measured at fair value, with changes recognized in earnings. Share-settled Contingent Liability The Company enters into arrangements that require settlement through the issuance of its ordinary shares upon the occurrence of specified contingent events. The Company evaluates such arrangements to determine the appropriate classification as either a liability or equity in accordance with ASC 480-10, Distinguishing Liabilities from Equity, and ASC 815-40, Contracts in Entity’s Own Equity. An obligation is classified as a liability when the arrangement requires settlement for a fixed or determinable monetary amount through the issuance of a variable number of shares or otherwise does not meet the criteria for equity classification. Share-settled contingent liabilities are initially recorded at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value including the effect of foreign exchange translation, recognized in “change in fair value – share settled contingent liability” in the consolidated statements of operations and comprehensive income. The liability is derecognized upon settlement or extinguishment of the underlying obligation. The determination of fair value requires management judgment and the use of significant estimates, including assumptions regarding the expected term of the contingent obligation (i.e., the estimated period until the contingency is resolved or the award settles), the Company’s stock-price volatility over that expected term, the probability of achieving any relevant performance or market conditions, and appropriate discount rates. Expected term is based on the contractual term of the arrangement, adjusted as necessary for management’s expectations about the timing of settlement events. Convertible Preferred Shares Preferred shares that contain settlement features not solely indexed to the Company’s own stock, or that may require issuing a variable number of ordinary shares, are classified as liabilities and remeasured at fair value each period. Preferred shares that require or permit settlement solely in equity instruments and meet equity classification criteria are recorded in permanent equity. Debt Instruments The Company records Bridge Loans (as defined in Note 7 – Bridge Loans) and other debt instruments at amortized cost in accordance with ASC 470, Debt . Debt is initially recognized net of original issue discounts and debt issuance costs, which are amortized using the effective interest method over the contractual term. PIK interest is accrued as incurred, added to the principal balance, and recognized in interest expense. Upon conversion of debt into equity pursuant to the contractual terms (e.g., at the closing of a business combination), the carrying amount of the debt—including principal, accrued PIK interest, and unamortized discounts and issuance costs—is derecognized and reclassified to equity, and no gain or loss is recognized, consistent with ASC 470-20-40-4. F- 13 Equity-based Compensation The Company accounts for equity-based awards granted to employees, directors, and nonemployees in accordance with ASC 718, Compensation-Stock Compensation. Equity-based awards are measured at their grant-date fair value and recognized as compensation cost over the requisite service period. Fair value is determined using the Black-Scholes option-pricing model, the Monte Carlo valuation model, or other appropriate valuation techniques depending on terms of the award. Employee and Director Awards Equity-based awards granted to employees and directors that contain service conditions are recognized as compensation expense over the requisite service period using either a straight-line or graded vesting attribution method, based on the terms of the award. For employee and director awards with cliff-vesting provisions, compensation cost is recognized on a straight-line basis over the requisite service period. Nonemployee Awards Equity-based awards granted to nonemployees are accounted for on the same measurement basis as employee awards and are measured at grant-date fair value once the performance or service criteria for grant-date classification are met. However, compensation cost for nonemployee awards is recognized over the period in which the goods or services are provided, using an attribution method consistent with the pattern in which the related goods or services are received, as if the Company had paid cash for those goods or services. The Company applies judgment in determining the appropriate attribution method for nonemployee awards, and the straight-line or graded vesting attribution election applicable to employee awards does not apply to nonemployee awards. The Company accounts for forfeitures as they occur. The Company determines the grant date fair value of nonemployee awards using a Black-Scholes option pricing model that requires management to make assumptions and judgments including, but not limited to the following: ● Expected term: The estimate of the expected term of awards is determined in accordance with the simplified method which estimates the term based on an averaging of the vesting period and contractual term of the option grant for employee awards. The Company uses the contractual term for non-employee awards. ● Expected volatility. The Company determines the expected volatility by weighing the historical average volatilities of publicly traded industry peers and its own trading history. The Company intends to continue to consistently apply this methodology using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own common share price becomes available, unless circumstances change such that the identified companies are no longer similar to the Company, in which case more suitable company stock prices that are publicly available would be utilized in the calculation. ● Risk-free interest rate: The risk-free interest rate used to value nonemployee awards is based on the United States Treasury yield in effect at the time of grant for a period consistent with the expected term of the award. ● Dividend yield: The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends for the foreseeable future. ● Forfeiture rate: Stock-based compensation expense is reduced for forfeitures only when they occur. ● Fair value of Common Stock: The closing price of the Company’s common shares on Nasdaq is used as the fair value of the common shares. Related Party Transactions Transactions with related parties are measured at the exchange amount, which is the amount established and agreed to by the related parties. The Company discloses material related-party transactions, including loans, engineering agreements, leases, and service arrangements. Related-party transactions are reviewed by management for reasonableness; however, such transactions may not be conducted at terms equivalent to those that prevail in arm’s-length transactions. Concentration of Credit and Supplier Risk The Company maintains cash deposits with financial institutions that may exceed federally insured limits. The Company is also dependent on a limited number of specialized engineering and nuclear-technology vendors. The loss of any such vendor could have a material impact on operations. F- 14 Commitments and Contingencies The Company records a liability for loss contingencies when it is probable that a loss has been incurred and the amount is reasonably estimable. Gain contingencies are recognized only when realized. Comprehensive Income ASC 220, Comprehensive Income , establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive (loss) income, as presented in the accompanying consolidated statements of changes in shareholders’ deficit, consists of changes in unrealized gains and losses on foreign currency translation. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur if potential ordinary shares were issued and is computed in accordance with ASC 260, Earnings Per Share . Potential ordinary shares may include, among others, contingently issuable shares and warrants evaluated under the treasury stock method, if dilutive. Segments The Company operates and manages its business as a single operating segment. Operating segments are identified based on the information reviewed by the Company’s chief operating decision maker ( “CODM” ) for purposes of allocating resources and assessing performance. The Company has determined that its chief executive officer and founding officers, acting collectively, constitute the CODM. The CODM reviews financial information on a consolidated basis, including consolidated statements of operations, balance sheets, cash flows, and key expense metrics, such as general and administrative expenses and development costs. Discrete financial information is not prepared or reviewed by product line, function, or geographic area. As a result, the Company has one operating segment, which is also its single reportable segment. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes ( “ASC 740” ). Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in enacted tax rates is recognized in income in the period that includes the enactment date (ASC 740-10-45-15). The Company provides a valuation allowance when it believes that its deferred tax assets are not recoverable based on an assessment of estimated future taxable income that incorporates ongoing, prudent and feasible tax-planning strategies, that would be implemented, if necessary, to realize the deferred tax assets. Amounts recorded for valuation allowances require judgments about future income which can depend heavily on estimates and assumptions. All deferred tax assets and liabilities within the same tax jurisdiction are presented as a net amount in the noncurrent deferred tax assets or noncurrent deferred tax liabilities sections of our consolidated balance sheet. The Company applies the recognition and measurement provisions of ASC 740-10-25 with respect to uncertain tax positions. A tax benefit is recognized only when it is more likely than not (a likelihood of more than 50%) that the position will be sustained upon examination by the relevant taxing authority based on its technical merits. The amount of tax benefit recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Classification of interest and penalties (ASC 740-10-45-25). The Company has elected to classify interest accrued on underpayments of income taxes and penalties related to uncertain tax positions as a component of income tax expense in the consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included within income taxes payable (or other non-current tax liabilities, as applicable) on the consolidated balance sheet. This policy is applied consistently across all jurisdictions in which the Company operates. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 ( “the JOBS Act” ). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. F- 15 Recently Adopted Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update ( “ASU” ) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things: (i) a disaggregated effective tax rate reconciliation using both percentages and reporting currency amounts, with separate disclosure of items meeting or exceeding a 5 % threshold; and (ii) disaggregated income taxes paid by jurisdiction. The Company adopted ASU 2023-09 for the annual period ending December 31, 2025, on a prospective basis in accordance with ASC 740-10-65-9. The adoption affected only the Company’s income tax disclosures and had no impact on its consolidated financial position, results of operations, or cash flows. Recent Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Subsequently, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of this guidance . ASU 2024-03 requires enhanced disclosure regarding specific expense categories, such as inventory costs, employee compensation, and depreciation, within the notes to the financial statements. The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance allows for either prospective or retrospective application. The Company does not expect the adoption of this pronouncement to have a material impact to its consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (ASU 2025-07), which refines the scope of Topic 815 by clarifying which contracts are subject to derivative accounting and expands the scope exception for certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods within those annual reporting periods. Early adoption permitted. The Company is currently evaluating the impact of the adoption of this pronouncement, if any. Note 4. Related Party Transactions Other Income During the year ended December 31, 2025 and 2024, the Company earned other income of $0 and $ 129 , respectively. The consulting services are unrelated to the core business of the Company and are included in the statement of operations under other income — related party. Consultant Agreements Massimo Morichi On April 18, 2025, the Company entered into a consulting agreement with Massimo Morici, the Company’s Chief Strategy Officer and a member of the Board of Directors, which was amended on December 23, 2025 and extended to December 31, 2025, pursuant to which Mr. Morici provided strategic and consulting services. During the year ended December 31, 2025, the Company awarded Mr. Morici an extraordinary bonus of $ 119 in connection with the completion of the business combination and related listing, costs of $ 79 for reimbursable expenses under the agreement (treated as compensation for services) and paid approximately $ 198 to Mr. Morici for his consultancy services. This consultancy expired on December 31, 2025. Guillaume Moyen On April 4, 2025, the Company entered into a consulting agreement with Guillaume Moyen, the Company’s former Chief Financial Officer and a former member of the Board of Directors, which was amended on September 30, 2025, pursuant to which Mr. Moyen provided business support and advisory services. During the year ended December 31, 2025, the Company awarded Mr. Moyen an extraordinary bonus of $ 100 in connection with the completion of the business combination and related listing and paid approximately $ 167 to Mr. Moyen for his consultancy services. This consultancy expired on December 31, 2025. Related Party Loan During 2024 and 2025, the Company entered into two interest free- loan agreements with Legacy Terra quotaholders (related parties), consisting of (i) an agreement executed in 2024 for approximately $ 216 (the “2024 Loan Agreement” ), which was fully funded by March 31, 2025, and (ii) an agreement executed on March 21, 2025 for $ 74 (the “2025 Loan Agreement” ), which was funded through April 10, 2025. Both loans were unsecured and scheduled to mature on December 31, 2040, with automatic annual extensions permitted through December 31, 2045, unless earlier repayment was requested by the Legacy Terra quotaholders. The loans were issued at par with no fees or discounts and do not include any rights or preferences that would affect the economics of the arrangement; accordingly, the terms were negotiated directly with related parties and were not intended to reflect market-based pricing. Based on the contractual terms of the arrangements, no interest was imputed on either loan. The loans were repaid in full upon the Closing of the Business Combination (see Note 2 – Business Combination), and no amounts were outstanding as of December 31, 2025. F- 16 Lease Agreement On April 1, 2025, the Company entered into a lease agreement with Nine Nuclear and Industrial Engineering S.R.L. ( “Nine” ), a related party, to sublease three office rooms from a property unit located in Lucca, Sorbano del Giudice, Via della Chiesa XXXII n. 759. The three office rooms will be used exclusively for professional office purposes and related activities. The term of the lease agreement is 24 months starting from April 1, 2025 and ending on March 31, 2027. Each party may withdraw from the lease agreement at any time before the expiration date of the contract without any penalty. The rent is $ 12 (€ 11 ) per annum, $ 1 (€ 1 ) monthly and an immaterial monthly fee as a flat-rate reimbursement for utilities and cleaning costs (the “Lease Fee” ), with the total monthly amount to be paid no later than the 10 th of each month. The Lease Fee will be updated annually by 75 % of the variation in the official consumer price indices for worker and employee families as determined by the Italian Statistics Day ( “ISTAT” ) in the previous year and subsequently year by year, with the first update taking effect on April 1, 2026. During the year ended December 31, 2025, the Company paid $ 10 in rent. Engineering Services Agreements On July 11, 2025, the Company entered into an engineering services agreement with Nine, a related party, to support the design of the SOLO project. Per the terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $ 215 (€ 184 ) plus value added tax ( “VAT” ). The costs associated with these services were expensed during the year ended December 31, 2025. Any unpaid amounts as of year-end are included in accrued expenses and other current liabilities. On July 23, 2025, the Company entered into an engineering services agreement with FPoliSolutions LLC ( “FPoli Solutions” ), a related party. As per the terms of the agreement, FPoliSolutions provided support for the development of the SOLO Micro Modular Reactor including technical assistance in safety analysis, hazard modeling, radiological consequence evaluation, risk-informed safety assessments, and techno-economic analysis for $ 90 with work completed during September 2025 included within general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. On October 30, 2025, the Company entered into an amendment to its existing engineering services agreement with FPoliSolutions. The amendment extends the scope of work through December 31, 2025, and adds one full-time engineer on a fixed-price basis of $ 107 . Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2025 2024 Insurance $ 997 $ - Tax receivables 757 2 Value added tax 407 - Bank interest accrued 375 - Advisory fees 243 - Technical consultancy 177 - Membership fees 39 - Advertising 27 - Other 126 63 Total prepaid expenses and other current assets $ 3,148 $ 65 Note 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2025 2024 Legal, accounting and other professional services $ 947 $ - Wages payable 329 10 Value added tax payable 315 - Technical consultancy 238 - Directors compensation 113 - Corporate and regional taxes payable - 11 Other 67 - Total accrued expenses and other current liabilities $ 2,009 $ 21 F- 17 Note 7. Bridge Loans Issuance and Terms (Pre-Business Combination) During May, June, August and September 2025, Terra Innovatum Global Srl. entered into unsecured note subscription agreements (the “Bridge Loans” ) with multiple lenders for aggregate gross proceeds of $ 5,690 . The Bridge Loans bear interest at a fixed annual rate of 15 %, payable-in-kind- ( “PIK” ) on the outstanding principal, and mature one year from their issuance dates. The Bridge Loans provided for mandatory early redemption upon consummation of a qualifying business combination. A portion of the Bridge Loans was issued to certain related parties. A portion of the Bridge Loans totaling $ 690 in aggregate principal was issued to certain employees of GSR III who were related parties prior to the Business Combination. Bridge Loans issued to related parties were on the same terms and conditions as those issued to third-party lenders. The Company incurred a total debt discount of $ 4,318 for the Bridge Loans as a result of the allocation of proceeds to the warrants that were to be issued following consummation of the Merger, and incurred total debt issuance costs of $ 14 which were amortized over the term of the loans using the effective interest method or the straight-line method, applicable. Interest expense, including expense related to PIK interest of $ 251 and amortization of debt discount of $ 1,198 offset by approximately $ 23 related to foreign exchange differences, for the year ended December 31, 2025 totaled $ 1,426 . In 2025, Terra Innovatum Global Srl. executed letter agreements providing that, upon completion of the Business Combination, all outstanding principal and accrued PIK interest would automatically convert into ordinary shares at a fixed price of $ 7.00 per share (the “Bridge Loan Conversion” ). If the Business Combination did not 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 Innovatum Global Srl. The agreements also provided lenders a liquidation preference on shares received upon conversion, which terminated upon consummation of the Business Combination. August and September 2025 Amendments (Pre-Business Combination) In August 2025, the Bridge Loan agreements were amended to (i) limit the liquidation preference to apply only upon termination of the Business Combination, (ii) define the coverage amount as 100 % of the total number of shares issued upon conversion, and (iii) require the Company, upon a successful business combination, to issue two sets of warrants to the lenders, with exercise prices of $ 11.50 and $ 15.00 per share, each exercisable for 36 months and with no anti-dilution provisions. In addition, lenders were entitled to a 3 % PIPE fundraising commission, payable in cash or ordinary shares. Pre-Closing Accounting Prior to Closing, the Bridge Loans and related terms were recognized by Terra Innovatum Srl. and are included in the Company’s consolidated financial statements for the periods presented prior to the Business Combination. The Company recorded (i) 15 % PIK interest as interest expense, (ii) amortization of debt discounts and issuance costs using the effective interest method or the straight-line method, as applicable, and (iii) changes in fair value in other income (expense). See Note 8 - Fair Value Measurements for valuation information and Note 2 - Business Combination regarding the accounting acquirer and transaction structure. In connection with the Bridge Loans, the Company issued warrants to the lenders (see Note 9 — Warrants). The warrants were classified as liabilities and recorded at fair value. As the fair value of the warrant liabilities exceeded the aggregate proceeds received, certain proceeds were allocated to 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 recognized in other income (expense). Conversion and Warrants Issued at Closing Upon the Closing of the Business Combination on October 9, 2025, all outstanding principal, unamortized debt issuance cost and accrued PIK interest under the Bridge Loans automatically converted into 851,483 ordinary shares at $ 7.00 per share. In connection with the conversion, the Company issued warrants to purchase up 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 from Closing (see Note 9 – Warrants for more information). As a result of the conversion on October 9, 2025, no Bridge Loans remained outstanding as of December 31, 2025. Note 8. Fair Value Measurements Financial Instruments Not Recorded at Fair Value Due to their short-term nature, the carrying value of the Company’s cash and cash equivalents, and other current assets, accounts receivable, accounts payable, Related party loan, non-current, and other non-current liabilities approximate fair value. F- 18 Financial Instruments Recorded at Fair Value on a Recurring Basis Share-settled Contingent Liability As discussed in Note 2 – Business Combination and Note 10 – Shareholders’ Deficit, at Closing the Company entered into share-settled arrangements involving (i) contingently Convertible Preferred Shares issued to former Terra Innovatum Global Srl. quotaholders and (ii) contingently vesting Sponsor ordinary shares subject to market-based and regulatory milestones. These arrangements may result in the issuance or vesting of a variable number of ordinary shares and are not solely indexed to the Company’s stock. As a result, they were initially classified and measured as liabilities at fair value, with the related amounts recorded within share-settled contingent liability in the consolidated balance sheet. On October 16, 2025, certain milestones were achieved, resulting in the settlement of a portion of these arrangements. Immediately prior to settlement, the corresponding share-settled contingent liability was remeasured to fair value, and the resulting change in fair value was recognized in change in fair value – share-settled contingent liability. Upon settlement, the related liability was reclassified to equity. As of December 31, 2025, unearned milestone tranches remain classified as share-settled contingent liabilities and are remeasured at fair value at each reporting date, with changes recognized in earnings until the applicable milestones are achieved or expire. The following tables provide a summary of changes in the estimated fair value of the Share-Settled Contingent Liability using significant Level 3 inputs: Balance - January 1, 2025 $ - Issuance of Share-settled Contingent Liability 1,250,223 Settlements/derecognition to equity upon milestone achievement ( 514,510 ) Gain recognized in earnings due to change of fair value, net of foreign currency remeasurement impact ( 559,967 ) Foreign currency translation 10,577 Balance - December 31, 2025 $ 186,323 The Company estimated the fair value of the Share-Settled Contingent Liability using the Monte Carlo option pricing model with the following inputs: Weighted average expected term (years) 6.8 Weighted average expected volatility 125.0 % Risk-free interest rate 3.41 - 4.67 % Dividend yield 0 % The fair value measurement of the Share-settled Contingent Liability is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. The valuation is sensitive to changes in expected volatility and the probability-weighted outcomes associated with achieving the applicable market-based and regulatory milestones, such that increases in these assumptions would generally result in a higher fair value measurement and decreases would result in a lower fair value measurement. Certain unobservable inputs are interrelated, and changes in one assumption may magnify or mitigate the effects of changes in other assumptions. Changes in these unobservable inputs are subject to estimation uncertainty, and reasonably different assumptions could have resulted in a materially different fair value measurement at the reporting date. Liability Classified Warrants The warrants issued to the PIPE Investor and Bridge Loan lenders in connection with the Merger are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the consolidated balance sheets. Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss). The fair value of the liability-classified warrants is estimated using a Monte Carlo simulation model, which considers the probability-weighted outcomes of future share price paths. Significant inputs used in the valuation include the Company’s share price at the valuation date, expected share price volatility, risk-free interest rate, expected term of the warrants, and expected dividend yield. Because the valuation relies on significant unobservable inputs, the liability-classified warrants are classified within Level 3 of the fair value hierarchy. F- 19 The valuation of the liability-classified warrants is sensitive to changes in key unobservable inputs, particularly expected share price volatility and the probability-weighted outcomes of future share price paths. Increases in expected volatility would generally result in a higher fair value measurement, while decreases would result in a lower fair value. Additionally, changes in assumptions regarding the Company’s expected share price performance could materially affect the estimated fair value. Although management believes the assumptions used are reasonable and consistent with available market information, different assumptions could have resulted in a materially different fair value measurement at the reporting date. The following table summarizes the significant assumptions used in the valuation of the liability-classified warrants as of December 31, 2025: PIPE Warrant Bridge Loan Warrant Weighted average expected term (years) 4.78 2.78 Weighted average expected volatility 125.0 % 125.0 % Risk-free interest rate 3.6 % 3.5 % Dividend yield 0 % 0 % During the periods presented, there were no transfers between levels of the fair value hierarchy. Note 9. Warrants Equity Classified Warrants – Advisor Warrant As discussed in Note 2 – Business Combination, in connection with the Closing of the Business Combination on October 9, 2025 (the “Closing Date” ), the Company issued a warrant to Park Avenue Capital Group Corp. ( “PAC” ) pursuant to a financial advisory arrangement entered into in connection with the Business Combination. The warrant entitles PAC to purchase up to 1,000,000 Terra ordinary shares at an exercise price of $ 7.00 per share, subject to adjustment (the “Advisor Warrant” ). The Advisor Warrant became exercisable upon issuance and has a term of five years from the Closing Date, unless earlier exercised in accordance with its terms. The Advisor Warrant may be exercised for cash at the holder’s option. The Company is not required to net cash settle the Advisor Warrant. The Advisor Warrant was issued in exchange for advisory services provided in connection with the Business Combination and is accounted for as an equity-classified share-based payment award under ASC 718. The grant date for accounting purposes was the Closing Date. The fair value of the Advisor Warrant was measured on the grant date and recognized $ 12,101 of stock-based compensation expense in the consolidated statements of operations and comprehensive income, with a corresponding increase to additional paid-in capital in the Company’s consolidated balance sheets. The fair value of the Advisor Warrant was determined using a Black-Scholes option pricing model. Significant assumptions considered in the valuation included expected term, expected volatility, risk-free interest rate, and dividend yield. Liability Classified Warrants – PIPE Warrants In connection with the PIPE Financing, the Company issued the PIPE Warrants to certain investors pursuant to the PIPE Subscription Agreements. The terms of the PIPE Warrants, including the exercise prices, issuance ratios, and contractual term, are described in Note 2 – Business Combination. Management evaluated the PIPE Warrants under ASC 815-40 and determined that the warrants do not meet the criteria for equity classification because the exercise price is denominated in a currency other than the Company’s functional currency. As a result, the warrants are not considered indexed to the Company’s own stock under the fixed-for-fixed criterion. Accordingly, the PIPE Warrants are classified as liabilities in the consolidated balance sheet. At issuance, proceeds from the PIPE Financing were allocated to the PIPE Warrants based on their fair values, with the residual amount allocated to the PIPE Shares. The PIPE Warrants were initially recorded at fair value on the Closing Date and are subsequently remeasured at fair value at each reporting date . Changes in fair value of the PIPE Warrants are recognized in the consolidated statements of operations within change in fair value of warrant liabilities. F- 20 Liability Classified Warrants – Bridge Warrants As discussed in Note 2 – Business Combination, in connection with the conversion of convertible bridge loans outstanding at Closing, the Company issued warrants to bridge lenders. The Bridge Warrants are exercisable at $ 11.50 per share and $ 15.00 per share, subject to adjustment, and have a term of 36 months from the Closing Date. Management evaluated the Bridge Warrants under ASC 815-40 and determined that the warrants do not meet the criteria for equity classification because the exercise price is denominated in a currency that is not the Company’s functional currency. Accordingly, the Bridge Warrants are not considered indexed to the Company’s own stock and classified as liabilities. At issuance, proceeds from the bridge financing were allocated to the Bridge Warrants based on their fair value, with the residual amount allocated to the related financing instruments. The Bridge Warrants were initially recorded at fair value on the Closing Date and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. The following table summarizes the activity in the Company’s warrant liabilities for the year ended December 31, 2025: PIPE Warrant Bridge Loan Warrant Balance - January 1, 2025 $ - $ - Warrant liabilities 21,401 5,703 Gain recognized in earnings due to change in fair value, net of foreign currency remeasurement impact ( 15,100 ) ( 1,488 ) Foreign currency translation ( 370 ) 90 Balance - December 31, 2025 $ 5,931 $ 4,305 Refer to Note 8 – Fair Value Measurements for information regarding the valuation methodology and significant inputs used to estimate the fair value of the liability-classified warrants. Note 10. Shareholder’s Deficit Articles of Association and Corporate Structure The Company was incorporated in the Netherlands and adopted its Articles of Association ( “AOA” ) on October 6, 2025 in connection with the execution of the notarial deed effecting its cross-border conversion and amendment of its governance documents. The conversion became effective on October 7, 2025. The AOA established, among others, the Company’s capital structure, shareholder rights, dividend provisions, and governance framework. Under the AOA, the Company is authorized to issue 500,000,000 ordinary shares with a par value of € 0.01 per share and 8,040 Convertible Preferred Shares with a par value of € 100 per share. Ordinary Shares Holders of ordinary shares are entitled to one vote per share on matters submitted to a shareholder vote, and are entitled to receive dividends when, as, and if declared by the Company’s Board of Directors, after required allocations to the Special Dividend Reserve for Convertible Preferred Shares (as discussed below). Ordinary shareholders also participate pro rata with Convertible Preferred Share shareholders in the distribution of any residual assets upon liquidation. Holders of ordinary shares have pre-emptive rights on the issuance of new ordinary shares, except when pre-emptive rights are limited or excluded pursuant to the provisions of the AOA or for issuances to employees, issuances for non-cash consideration, or issuances pursuant to previously granted subscription rights. Holders of ordinary shares have no pre-emptive rights on the issuance of new Convertible Preferred Shares. Ordinary shares are freely transferable and may be pledged, with voting rights generally remaining with the shareholder unless granted to a pledgee. F- 21 Vesting Sponsor Shares As part of the Business Combination, 549,500 ordinary shares issued to the Sponsor upon conversion of GSR III class B ordinary shares were designated as vesting sponsor shares (the “Vesting Sponsor Shares” ). These shares carry the same voting, dividend, and liquidation rights as the Company’s other ordinary shares but are subject to forfeiture until the applicable vesting conditions are met. Under the Sponsor Support Agreement, entered into on April 21, 2025 between GSR III and Terra Innovatum Srl., the Vesting Sponsor Shares vest in four equal 25 % tranches upon achievement of specified milestones and are subject to the Agreement’s forfeiture, transfer, and voting restrictions. Any unvested shares automatically forfeit at the end of the applicable conversion periods unless an earlier change of control results in full or partial accelerated vesting based on the transaction price; additionally, a pro rata portion vests if the Convertible Preferred Shares are converted and distributed. On October 16, 2025, the conditions for two of the four vesting tranches were satisfied, resulting in the vesting, and issuance of 50 % of the Vesting Sponsor Shares (approximately 274,750 shares), with the remaining 50 % continuing to be subject to the applicable vesting and forfeiture provisions. The 274,750 ordinary shares vested are classified in equity in the consolidated balance sheets. The 274,750 ordinary shares unvested are classified as a liability, in share-settled contingent liability in the consolidated balance sheet. Convertible Preferred Shares Each Convertible Preferred Share carries 10,000 votes at shareholder meetings and is mandatorily convertible into 10,000 ordinary shares upon satisfaction of the contractual conversion conditions set forth in the Business Combination Agreement and upon issuance of a conversion confirmation by the Company’s Board of Directors. Conversion is not at the discretion of the holder and occurs automatically upon satisfaction of the applicable milestone conditions. Convertible Preferred Shares do not participate in the Company’s general reserves or profits, but instead are entitled solely to allocations to and distributions from a separate special dividend reserve, which is a dedicated reserve maintained exclusively for the Convertible Preferred Shares, to which the Company must allocate annual and interim amounts as required by the AOA and from which distributions may be made only upon a proposal by the Company’s Board of Directors and approval by the Convertible Preferred Share class meeting (the “Special Dividend Reserve” ). The Board of Directors may determine which part of the profits shall be reserved. The profits remaining after such reservation, shall first be applied to allocate and add to the Special Dividend Reserve being an amount equal to 1 % of the aggregate nominal value of all outstanding Convertible Preferred Shares minus any amount that has been added to the Special Dividend Reserve in connection with an interim distribution made. Convertible Preferred Shares do not carry preemptive rights on issuances of ordinary- shares, and no shareholders have preemptive rights on issuances of Convertible Preferred Shares. Convertible Preferred Shares may not be pledged, and voting rights associated with any usufruct on Convertible Preferred Shares must remain with the shareholder. Upon liquidation, Convertible Preferred Shares participate pro rata with ordinary shares based on the number of shares held. As of December 31, 2025, there were no amounts allocated to the Special Dividend Reserve. Liability-Classified Convertible Preferred Shares In connection with the Business Combination, the Company issued 8,000 Convertible Preferred Shares to former Terra quotaholders. The Convertible Preferred Shares are mandatorily convertible into the Company’s ordinary shares upon satisfaction of specified market-based and regulatory milestones, as further described in Note 2 – Business Combination. Based on the contingent conversion features and other terms of the instrument, certain Convertible Preferred Shares are classified as share-settled contingent liabilities and are presented outside of shareholders’ equity. These instruments are non-derivative financial instruments, and the related accounting, including initial recognition and subsequent measurement, is described in Note 2 – Business Combination and Note 7 – Fair Value Measurements. On October 16, 2025, specified milestones were achieved, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 4,000 Convertible Preferred Shares into 40,000,000 ordinary shares. As of December 31, 2025, the remaining 4,000 Convertible Preferred Shares were legally outstanding and classified as share-settled contingent liabilities in the consolidated balance sheets. SPAC Financial Advisor Equity At Closing, the Company issued 40 Convertible Preferred Shares to its financial advisor as consideration for advisory services. The awards represent equity-classified share-based compensation accounted for under ASC 718 and were measured at grant-date fair value with no subsequent remeasurement. The Company also issued ordinary shares to its SPAC financial advisor as consideration for advisory services. These awards were accounted for under ASC 718, and the associated grant-date fair value was recognized as stock-based compensation expense during the period in which the services were rendered. Total compensation cost recognized related to these arrangements during the year ended December 31, 2025 was approximately $ 6,049 , which includes amounts associated with the Convertible Preferred Shares and ordinary shares issued pursuant to the arrangement. F- 22 The aggregate grant-date fair value of the 40 Convertible Preferred Shares was $ 925 , estimated using a Monte Carlo option pricing model that considered a common stock 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, the Company recognized $ 6,049 of share-based compensation expense related to these awards, which includes the portion attributable to the 20 Convertible Preferred Shares that converted to ordinary shares during the period, with no incremental compensation cost recognized upon conversion. On October 16, 2025, certain market-based vesting conditions were satisfied, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 20 Convertible Preferred Shares into 200,000 ordinary shares. The 20 remaining Convertible Preferred Shares outstanding at December 31, 2025 are subject to regulatory and market-based milestones. The Company has assessed that achievement of the remaining regulatory milestones is probable. Accordingly, consistent with ASC 718, compensation cost for these awards has been fully recognized. Although the awards contain market-based and regulatory vesting conditions, the advisory services associated with these awards were fully rendered as of the closing date and no future service is required. As such, the full grant-date fair value was recognized in the period of issuance. The Company will continue to monitor the probability assessment of the regulatory milestones and will account for any changes in estimates in the period of change, as applicable. The Convertible Preferred Shares are classified within shareholder’s equity and will remain subject to ASC 718 until settlement or conversion. As of December 31, 2025, 20 Convertible Preferred Shares remained legally outstanding. Warrants Advisor Warrants – refer to Note 9 – Warrants for discussion on Advisor Warrants. Note 11. Commitments and Contingencies SPAC Financial Advisory Services On December 18, 2024, the Company entered into an engagement letter with a financial advisory services provider (the “SPAC Financial Advisor” ) to assist with the negotiation, structuring, and execution of the Company’s business combination with a special purpose acquisition company ( “SPAC” ) (the “SPAC Financial Advisory Services Agreement” ). Under the agreement, the SPAC Financial Advisor also supported the preparation of marketing materials and efforts to secure potential backstop financing. In connection with the Closing on October 9, 2025, the Company issued 223,000 ordinary shares to the SPAC Financial Advisor and also issued 40 Convertible Preferred Shares, which were contingently convertible into the Company’s ordinary shares at a ratio of 10,000 ordinary shares per Convertible Preferred Share, subject to milestone-based tranche conversion conditions pursuant to the Business Combination Agreement and the SPAC Financial Advisory Services Agreement. As mentioned above, on October 16, 2025, certain conversion milestones were achieved, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 20 Convertible Preferred Shares into 200,000 ordinary shares to the SPAC Financial Advisor. During the year ended December 31, 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 Company 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 cash commitments under the SPAC Financial Advisory Services Agreement, as all remaining obligations are either contingent on future events or relate to reimbursable costs recognized when incurred. F- 23 Investor Relations and Advisory Services Agreements On October 27, 2025, the Company entered into an investor relations and advisory services agreement (the “October 27, 2025 Investor Relations and Advisory Services Agreement” ) with the same vendor, effective November 1, 2025. The initial term extends through April 30, 2026, with automatic annual renewals unless terminated by either party with 60 days’ notice. The agreement provides for a fixed monthly fee of $ 25 , covering up to 84 hours of services allocated as follows: (i) 50 hours of investor relations, public relations, media, capital markets, and market-intelligence support for $ 17 ; (ii) 14 hours of social-media and communications services for $ 4 ; and (iii) 20 hours of business-development support for $ 5 . The Company is also required to pay a 3 % monthly service fee related to access to market-intelligence platforms. Additional services, including support for special situations such as M&A or crisis management, are billed at the vendor’s standard hourly rates, which may reach up to $1 per hour depending on personnel level. Capital Markets Advisory Agreements September 22, 2025 Capital Markets Advisory Agreement In September 2025, the Company entered into an agreement (the “September 22, 2025 Capital Markets Advisory Agreement” ) for a 12-month engagement period commencing August 19, 2025. Under the agreement, the vendor provides strategic capital markets advisory services, including support through the Closing and post-close public company advisory. As consideration for these services, a cash fee of $ 150 is payable upon close of the business combination, with additional cash fees of $ 125 payable 90 days after close and $ 125 payable 180 days after close. The agreement includes standard indemnification provisions and may be terminated upon 10 days’ written notice. October 14, 2025 Capital Markets Advisory Agreement In October 2025, the Company entered into an agreement (the “October 14, 2025 Capital Markets Advisory Agreement” ) with a vendor for a term of 24 months. Under the agreement, the vendor will provide advisory services including assistance with research coverage, investor meetings, non-deal roadshows, and participation in the vendor hosted investor conferences. As compensation for these services, a total of $ 600 is due, structured as follows: $ 300 in cash, payable 12 months from the agreement date and $ 300 in cash, payable 24 months from the agreement date. These fees are subject to reduction by any 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 during the term, the full advisory fee becomes immediately due and payable. The agreement contains standard indemnification clauses and may be terminated earlier only in the event of breach or for cause. October 23, 2025 Capital Markets Advisory Agreement In October 2025, the Company entered into an agreement (the “October 23, 2025 Capital Markets Advisory Agreement” ) with a vendor to serve as the Company’s financial and capital markets advisor for a one-year term. Under the agreement, the vendor will provide advisory services including investor positioning, coordination of investor meetings, and participation in investor conferences, among other mutually agreed services. As consideration for its services, an advisory fee of $ 700 is due, payable in three installments, $ 233 which was paid upon execution of the agreement in October 2025, $ 233 on March 15, 2026, and $ 233 upon the end of the term of the agreement, October 23, 2026. The agreement contains standard indemnification clauses and may be terminated earlier only in the event of breach or for cause. October 27, 2025 Capital Markets Advisory Agreement In October 2025, the Company entered into an agreement (the “October 27, 2025 Capital Markets Advisory Agreement” ) with a vendor for a 12-month engagement period beginning January 1, 2026. Under the October 27, 2025 Capital Markets Advisory Agreement, the vendor will provide strategic capital markets advisory services, including development of capital market strategy, institutional investor relationship development, participation in conferences and investor meetings and non-deal roadshows and related support. As compensation for these services, an advisory fee of $ 350 is due, structured as follows: $ 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 Markets Advisory Agreement includes standard indemnification clauses and may be terminated with 90 days’ written notice. F- 24 Engineering Services Agreement In December 2025, the Company entered into an agreement (the “December 1, 2025 Engineering Services Agreement” ) for vendor-provided engineering services in support of SOLO licensing activities. The agreement specifies total consideration of € 433 (plus applicable VAT), payable in four monthly installments of € 108.25 each, with payment due within 10 days of invoice. The agreement includes customary confidentiality, intellectual property, and governing-law provisions. The agreement contains standard indemnification clauses and may be terminated only for material breach, in which case the Company is obligated to pay only for services rendered through termination date. Feasibility and Industrialization Study Agreement In November 2025, the Company entered into an agreement with a vendor to conduct a feasibility and industrialization study (the “Feasibility and Industrialization Study Agreement” ) for the SOLO Micro Modular Nuclear Reactor project. The Feasibility and Industrialization Study Agreement outlines a comprehensive scope of engineering, fabrication planning, cost analysis, and regulatory support activities to be performed by the vendor. Under the Feasibility and Industrialization Study Agreement, total consideration based on estimated man-hours and hourly rates as defined in the agreement is due with a payment structure including 10 % of the total price payable within 7 days of execution, and the remaining balance payable monthly based on progress milestones and time sheets. The Feasibility and Industrialization Study Agreement allows for price adjustments if actual man-hours exceed estimates by more than 5 %, or if additional activities are agreed upon. Any such adjustments will be subject to separate written agreement. The term of the Feasibility and industrialization Study Agreement is a minimum of 6 months and up to 24 months, effective upon receipt of the advance payment. Either party may terminate the agreement under specified conditions, including non-payment or breach. Senior Advisor Agreement On August 21, 2025, the Company entered into an agreement (the “Senior Advisor Agreement” ) with an independent contractor to serve as a strategic advisor and promoter for the Company, particularly in connection with the Business Combination. The term of the Senior Advisor Agreement is 36 months and outlines the independent contractor’s responsibilities, including strategic advisory, business development, investor introductions, and support for commercial agreements related to SOLO. Compensation includes a one-time grant of 180,000 restricted shares in the post-combination public entity (vesting over 36 months) and 1 % commission on qualifying new business the independent contractor originates. As of December 31, 2025, these restricted shares have not been granted. Note 12. Net Income Per Share Basic earnings per share ( “EPS” ) is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS reflects the effect of potentially dilutive securities and includes such securities only when dilutive. Potential ordinary shares are excluded from diluted EPS if their effect would be anti-dilutive or if issuance conditions have not been satisfied as of the reporting date. Contingently issuable shares are included in diluted EPS based on the number of shares that would be issuable if 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 because the Company has no participating securities. Share-based awards, including the Convertible Preferred Shares issued to the Company’s financial advisor, do not have rights to dividends or dividend equivalents prior to conversion and therefore are not considered participating securities. F- 25 On October 9, 2025, the Company completed the Business Combination accounted for as a recapitalization (see Note 2 – Business Combination). Consequently, historical share information has been retroactively restated to reflect 47,500,000 ordinary shares for periods prior to Closing. Post-Closing issuances and vestings are included from their respective dates. At December 31, 2025, the weighted-average shares outstanding include the 47,500,000 restated baseline for the pre-Closing portion of the year and shares issued/vested after Closing on a time-weighted basis. Diluted EPS includes only instruments that were dilutive for the period (e.g., in-the-money equity-classified warrants under the treasury stock method); contingently issuable tranches for which non-market conditions were not met at December 31, 2025 were excluded. At December 31, 2024, there were no dilutive potential ordinary shares; diluted EPS equals basic EPS, and the denominator reflects the 47,500,000 restated ordinary shares for the full year. Basic and diluted net income (loss) per share attributable to ordinary shareholders were calculated as follows (in thousands except share and per share amounts): For The Years Ended December 31, 2025 2024 Numerator: Net income (loss) $ 539,524 $ ( 34 ) Denominator: Weighted-average ordinary shares outstanding - basic 55,407,007 47,500,000 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive warrants 13,635 - Weighted-average ordinary shares outstanding - dilutive 55,420,642 47,500,000 Net income per share attributable to ordinary shareholders: Basic $ 9.74 $ - Diluted $ 9.74 $ - Certain securities were excluded from diluted net income (loss) per share for the year ended December 31, 2025 because their issuance conditions were not satisfied at year-end—specifically, share-settled contingent liabilities (SSCL) related to (i) Convertible Preferred Shares issued to former Terra quotaholders that remained contingently convertible into 40,000,000 ordinary shares, (ii) Convertible Preferred Shares issued to the Company’s financial advisor that remained contingently convertible into 200,000 ordinary shares, and (iii) 274,750 unvested Sponsor ordinary shares subject to forfeiture under post-Closing vesting conditions. These instruments are contingently issuable or forfeitable based on unsatisfied non-market regulatory approval and/or vesting conditions. Market-based conditions were not a basis for exclusion and therefore are not considered outstanding or potential ordinary shares at December 31, 2025. Accordingly, these securities are not presented as anti-dilutive instruments and are excluded from diluted EPS until the applicable issuance or vesting conditions are satisfied. In addition, liability-classified PIPE Warrants and Bridge Warrants were out-of-the-money at December 31, 2025 and therefore were anti-dilutive and excluded from diluted EPS, representing 4,475,591 potential shares (see Note 9 – Warrants). Advisor Warrants that were equity-classified and in-the-money during the period were included in diluted EPS using the treasury stock method. The Company evaluated events occurring after December 31, 2025 through the date the financial statements were available to be issued and determined that there were no transactions that would have materially changed the number of ordinary shares or potential ordinary shares outstanding for purposes of the earnings per share calculations had such transactions occurred as of December 31, 2025. F- 26 Note 13. Segment Information The Company is a development-stage nuclear energy technology company focused on the research, development, and future commercialization of its SOLO micro-modular nuclear reactor. The CODM, consisting of the Company’s chief executive officer and founding officers acting collectively, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. The CODM does not review discrete financial information by product, function, or geographic location. As a result, the Company has determined that it operates as a single operating segment, which is also its sole reportable segment. The measure of segment profit or loss and segment assets is the same as that presented in the consolidated financial statements. The CODM primarily uses consolidated general and administrative expenses and development costs to assess operating performance and liquidity. Because the Company operates as a single reportable segment, no reconciliation of segment information to consolidated results is required. The Company has not generated revenue from external customers, as its SOLO product remains under development. Note 14. Income Taxes For the year ended December 31, 2025, the Company generated income before income taxes entirely in Italy. The Company also recorded no income tax expense or benefit due to current year tax losses and valuation allowance established against the Company’s net deferred tax assets. The components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2025 Deferred tax assets: Net operating loss carryforward $ 4,590 Share-based compensation 5,166 Other 27 Total deferred tax assets before valuation allowance 9,783 Valuation allowance ( 9,783 ) Total deferred tax assets after valuation allowance - Total deferred tax (liabilities) - Net deferred tax assets (liabilities) $ - The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient future taxable income. The Company assesses the realizability of its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets will be realized in the foreseeable future. As a result, the Company established a valuation allowance of $ 9,783 as of December 31, 2025. The reconciliation of the Company’s statutory tax rate and effective tax rate is as follows: For The Year Ended December 31, 2025 Amount Percent Pretax Income $ 539,524 Statutory Tax Rate (IRES) 129,486 24.0 % Subnational Taxes (IRAP) - 0.0 % Change in valuation allowance 9,783 1.8 % Nontaxable or Nondeductible Items: Contingent liability ( 134,392 ) - 24.9 % Other ( 4,877 ) - 0.9 % Effective Tax Rate $ - 0.0 % The rate reconciliation uses Italy’s national statutory corporate income tax rate of 24 % (IRES), which is the applicable statutory federal (national) income tax rate of the Company’s tax residency in Italy. F- 27 As of December 31, 2025, income taxes paid (net of refunds received) were $ 0 for federal (national) and state (subnational) jurisdictions in the Company’s tax residency in Italy and $ 0 for foreign jurisdictions (outside Italy). As of December 31, 2025, the Company had net operating loss carryforwards in Italy of $ 19,124 that have an unlimited carryforward period The Company records uncertain tax positions as liabilities in accordance with ASC 740-10 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The calculation and assessment of the Company’s income tax exposures generally involve the uncertainties in the application of complex tax laws and regulations for federal/national, state/subnational, and foreign jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon local tax examination including resolutions of any related appeals or litigation on the basis of the technical merits. The Company files income tax returns in Italy which is the Company’s major jurisdiction where it is subject to tax examination by local tax authorities. The Company is not currently under examination for income taxes and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. The statute of limitations for the Company has expired for tax years prior to 2021. As of December 31, 2025, the Company has not recorded any liabilities for uncertain tax positions including any related interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. Note 15. Subsequent Events The Company has evaluated subsequent events through June 15, 2026 the date the financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to disclosures in the financial statements other than the following: Lease Agreement On January 2, 2026, the Company entered into a lease agreement for office premises located in Lucca, Italy. The lease is for office and administrative use and has an initial noncancelable term of six years , commencing on April 1, 2026, and expiring on March 31, 2032 , with automatic renewal for additional six year periods unless terminated in accordance with the lease terms. The annual base rent is approximately $ 88 (€ 75 ), payable in monthly installments of approximately $ 7 (€ 6 ), plus value added tax (VAT) as applicable, and is subject to annual escalation based on changes in the Italian consumer price index (ISTAT). Upon execution of the lease, the Company paid a security deposit of approximately $ 15 (€ 13 ), which is noninterest bearing and refundable at the end of the lease term, subject to return of the premises in accordance with the lease conditions, and the Company is responsible for utilities, ordinary maintenance, and other operating costs associated with the leased premises. The Company has not yet determined the incremental borrowing rate or other inputs necessary to measure the related right-of-use asset and lease liability; accordingly, the Company is unable to reasonably estimate the financial effect of this lease at this time. F- 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 15, 2026 Terra Innovatum Global N.V. /s/ Alessandro Petruzzi Name: Alessandro Petruzzi Title: Chief Executive Officer (Principal Executive Officer) /s/ Katherine Williams Name: Katherine Williams Title: Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Alessandro Petruzzi Chief Executive Officer and Director (principal executive officer) June 15, 2026 Alessandro Petruzzi /s/ Katherine Williams Chief Financial Officer and Director (principal financial and accounting officer) June 15, 2026 Katherine Williams /s/ Cesare Frepoli Chief Operating Officer and Director June 15, 2026 Cesare Frepoli /s/ Massimo Morichi Chief Strategy Officer and Director June 15, 2026 Massimo Morichi /s/ Rex S. Jackson Director June 15, 2026 Rex S. Jackson /s/ Michael Howard Director June 15, 2026 Michael Howard /s/ Peter Hastings Director June 15, 2026 Peter Hastings 76