NKLR

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended September 30, 2025, for Terra Innovatum Global N.V. (formerly Terra Innovatum Global, Srl.), a nuclear energy technology company developing the SOLO Micro-Modular Nuclear Reactor. The Company is an emerging growth company and smaller reporting company. A material subsequent event occurred on October 9, 2025, when the Company consummated a business combination with GSR III Acquisition Corp., converting into a Dutch public limited company and listing on Nasdaq under the ticker NKLR. The financial statements presented do not reflect the post-merger capital structure.

Key Financial Metrics

Note: The Company reported no revenue. Operating expenses were driven by merger-related advisory fees, legal costs, and development activities.

Material Changes vs. Prior Period

• Operating Expenses: Increased significantly from $60 (YTD 2024) to $5,899 (YTD 2025). This surge is primarily due to $2,366 in legal fees, $1,234 in management consultancy fees, and $284 in SPAC transaction advisory fees.
• Net Loss: The Company shifted from a net income of $36 in the prior year to a net loss of $5,580. This was driven by a $5,839 increase in operating losses and $726 in interest expense on bridge loans, partially offset by a $1,260 gain from the change in fair value of warrant liabilities.
• Liquidity and Debt: Cash balances increased from $69 (Dec 31, 2024) to $2,151 (Sep 30, 2025) due to $5,577 in proceeds from bridge loans. However, total liabilities rose to $7,978, primarily due to the recognition of bridge loans.
• Warrant Liability: A $1,260 gain was recognized in the nine months ended September 30, 2025, after certain contingent warrants were reclassified from liability to equity upon meeting funding thresholds.

Outlook, Risks, and Subsequent Events

Subsequent Events (Post-Period):

• Merger Completion: On October 9, 2025, the Company completed its merger with GSR III. $5,690 of bridge loans were converted into 851,483 ordinary shares at $7.00/share.
• Capital Raise: The Company received $36,790 in PIPE proceeds and issued 70,300,948 ordinary shares.
• Listing: Shares began trading on Nasdaq under the symbol "NKLR" on October 10, 2025.

Management Commentary & Guidance:

• The Company targets commercial deployment of the SOLO reactor by 2028.
• Management believes existing cash (post-merger) is sufficient to fund operations for at least the next 12 months, resolving prior going concern doubts.
• Future revenue is not expected until the commercialization phase post-2028.

Risks and Contingencies:

• Regulatory Approval: Success depends on NRC approval for the SOLO reactor design, which is currently under review.
• Internal Controls: Management identified two material weaknesses in disclosure controls: inadequate segregation of duties and insufficient written policies for accounting and IT.
• Supply Chain: Reliance on international outsourcing exposes the company to geopolitical and trade risks.

Investor Verification Checklist

• Merger Terms: Verify the final share count and dilution impact following the October 2025 merger and PIPE financing.
• Debt Conversion: Confirm the full conversion of the $5,690 bridge loans into equity and the terms of the associated warrants ($11.50 and $15.00 strike prices).
• Going Concern Status: Review post-merger cash balances to confirm the resolution of the going concern uncertainty noted in the Q3 filing.
• Internal Controls: Monitor remediation plans for the identified material weaknesses in financial reporting and segregation of duties.
• Regulatory Milestones: Track progress of the NRC review for the SOLO reactor, as this is the primary blocker to revenue generation.