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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

November 17, 2025

Date of Report (Date of earliest event reported)

 

TERRA INNOVATUM GLOBAL N.V.
(Exact Name of Registrant as Specified in its Charter)

 

The Netherlands   001-42901   N/A
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

Via Matteo Trenta 117, Lucca, Italy   55100
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +39 0583 55797

 

GSR III Acquisition Corp.

5900 Balcones Drive, Suite 100

Austin, TX 78731

United States of America

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares, par value of €0.01 per share   NKLR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

 

On November 17, 2025, Terra Innovatum Global N.V. (the “Registrant” or the “Company”) issued a press release regarding its financial results for the quarter ended September 30, 2025, a copy of which is furnished as Exhibit 99.1 hereto. On November 17, 2025, the Company hosted a conference call and webcast during which the Company’s management team reviewed the Company’s third quarter financial results and provided an update on its licensing, business development and corporate activities. A copy of the prepared script of the conference call (which does not include any question-and-answer session) is attached hereto as Exhibit 99.2.

 

The information in this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01 Regulation FD Disclosure.

 

A copy of an earnings presentation of the Company is furnished hereto as Exhibit 99.3 and is incorporated herein by reference. The information furnished pursuant to Item 7.01 and Exhibit 99.3 hereof shall not be deemed “filed” for purposes of Section 18 of Exchange Act, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.3.

 

Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of, or incorporated by reference into, this Report.

 

Exhibit No.    Description 
99.1   Press Release Dated November 17, 2025
99.2   Conference Call Script Dated November 17, 2025
99.3   Earnings Presentation Dated November 17, 2025.
104*   Cover Page Interactive Data File (formatted as Inline XBRL)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 17, 2025    
     
  TERRA INNOVATUM GLOBAL N.V.
     
  By: /s/ Alessandro Petruzzi
  Name:  Alessandro Petruzzi
  Title: Chief Executive Officer

 

 

2

 

 

EX-99.1 2 ea026594101ex99-1_terra.htm PRESS RELEASE DATED NOVEMBER 17, 2025

Exhibit 99.1

 

 

Terra Innovatum Global Reports Third Quarter 2025

Financial Results

 

Generated $131 million from the successful business combination with GSR III Acquisition Corp. and related equity financing on October 9, 2025

 

Sufficient capital to license, construct, build and operate the first-of-a-kind (“FOAK”) SOLOTM micro-modular reactor by 2027 and strengthen supply chain and accelerate scale-up

 

Third party component and fuel supply chain partners secured in the U.S., Europe, and South America for the production of FOAK SOLO by 2027

 

First deployment site selected in Illinois, including an MOU for up to 50 commercial SOLO units to be deployed

 

Total commercial commitments of 100 SOLO units under non-binding MOUs, reinforcing growing market demand and early-stage adoption across key global sectors

 

NEW YORK, NY / GLOBE NEWSWIRE / November 17, 2025 / – Terra Innovatum Global N.V. ("Terra Innovatum" or the “Company”) (NASDAQ: NKLR), a developer of micro-modular nuclear reactors, today reported its third quarter fiscal year 2025 financial and operating results.

 

Alessandro Petruzzi, Co-Founder & CEO of Terra Innovatum, said, “Terra Innovatum and the broader nuclear industry are undergoing a critical inflection point where massive clean energy demand and regulatory and geopolitical tailwinds are converging. As the first public microreactor developer to use non-proliferant commercially available LEU and off-the-shelf components, we have an incredible opportunity to capture this moment and become a major player in the new era of nuclear energy production by delivering safe, reliable and low-cost power to the world.”

 

“We have a clear path to deploy our micro-modular solution by 2027 and commercialize by 2028. Our design is complete, our licensing process with the U.S. NRC is well defined, the supply chain is fully in place and we have the funds to get us to FOAK deployment. Our primary focus in the next 12 months is to 1) progress the U.S. NRC process with submittal of the Safety Analysis Report by mid-2026 and Operating License activities expected to commence in early 2026, 2) start the manufacturing activities at third-party supplier factories and 3) build a book of committed orders for our SOLOTM solution. We are confident in our ability to execute on these priorities and are excited for the future.”

 


 

 

Corporate Updates

 

Following the quarter end, successfully completed business combination with GSR III Acquisition Corp. and began trading on Nasdaq under the new ticker “NKLR”

 

Accelerated the licensing process with key document filings submitted to the U.S. NRC in July and August; on track for operating license in 2027 and commercial license in 2028

 

Selected first deployment site for FOAK SOLO at Rock City Admiral Parkway Development in Illinois, including an option to purchase up to 50 commercial SOLO reactors

 

Entered commercial partnerships with Ameresco to jointly pursue public-private opportunities to deploy up to 50 SOLO reactors in the U.S. and global markets, as well as to expand commercial deployment initiatives with Rait 88 and other strategic partners in public and private sectors

 

Entered agreements with nuclear suppliers ATB Riva Calzoni, Paragon Energy Solutions, Conuar, and TechSource for the supply and manufacture of the SOLO reactor and components

 

Launched early industrial production activities with strategic manufacturing partner ATB Riva Calzoni establishing manufacturing processes and factory and shipping logistics for first-of-a-kind SOLO as well as full-scale commercialization

 

Announced best-in-class independent directors:

 

o Former Framatome CEO Katherine Williams, Independent Chair

 

o Chair of the World Energy Council Michael Howard, Independent Director

 

o Former CFO of ChargePoint Rex Jackson, Independent Director

 

o Former VP of Regulatory, Quality and Public Affairs at Karios Power, Independent Director

 

Financial Highlights

 

Cash and cash equivalents of $2.15 million  as of September 30, 2025

 

On October 9, 2025, generated $131 million of gross proceeds from the business combination with GSR III Acquisition Corp. and related equity financing

 

Webcast and Conference Call Details

 

Terra Innovatum will host a live webcast and conference call today at 8:30 a.m. Eastern Time to discuss the third quarter 2025 financial results and recent business progress, which can be accessed via the Events section of the Company’s Investor Relations site: https://investors.terrainnovatum.com/news-events/events.

 

A telephonic replay will be available from 12:00 p.m. ET on the day of the call through Monday, December 1, 2025. To listen to the archived call, dial 1-844-512-2921 or 1-412-317-6671 and enter replay PIN 13757021.

 

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ABOUT TERRA INNOVATUM & SOLOTM

 

Terra Innovatum's mission is to make nuclear power accessible. We deliver simple and safe micro-reactor solutions that are scalable, affordable and deployable anywhere 1 MWe at a time.

 

Terra Innovatum is a pioneering force in the energy sector, dedicated to delivering innovative and sustainable power solutions. Terra Innovatum plans to leverage cutting-edge nuclear technology through the SOLO™ Micro-Modular Reactor (SMR™) to provide efficient, safe, and environmentally conscious energy. With a mission to address global energy shortages, Terra Innovatum combines extensive expertise in nuclear industry design, manufacturing, and installation licensing to offer disruptive energy solutions. Committed to propelling technological advancements, Terra Innovatum and SOLO™ are dedicated to fostering prosperity and sustainability for humankind.

 

It is anticipated that SOLO™ will be available globally within the next three years. Conceptualized in 2018 and engineered over six years by experts in nuclear safety, licensing, innovation, and R&D, SOLO™ addresses pressing global energy demands with a market-ready solution. Built from readily available commercial off-the-shelf components, the proven licensing path for SOLO™ enables rapid deployment and minimizes supply chain risks, ensuring final cost predictability. Designed to adapt with evolving fuel options, SOLO™ supports both LEU+ and HALEU, offering a platform ready to transition to future fuel supplies.

 

SOLO™ will offer a wide range of versatile applications, providing CO2-free, behind-the-meter, and off-grid power solutions for data centers, mini-grids serving remote towns and villages, and large-scale industrial operations in hard-to-abate sectors like cement production, oil and gas, steel manufacturing, and mining. It also has the ability to supply heat for industrial applications and other specialized processes, including water treatment, desalination and co-generation. Thanks to its modular design, SOLO™ can easily scale to deliver up to 1GW or more of CO2-free power with a minimal footprint, making it an ideal solution for rapidly replacing fossil fuel-based thermal plants. Beyond electricity and heat generation, SOLO™ can also contribute to critical applications in the medical sector by producing radioisotopes essential for oncology research and cancer treatment.

 

To learn more, visit: https://investors.terrainnovatum.com/. Follow us on X: https://x.com/TerraInnovatum and LinkedIn: https://www.linkedin.com/company/terra-innovatum-solo/.

 

FORWARD LOOKING STATEMENTS

 

This press release includes “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, opinions and projections prepared by Terra Innovatum’s management. Forward-looking statements generally relate to future events or future financial or operating performance, including pro forma and estimated financial information, and other “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). For example, projections of future sales, EBITDA, Adjusted EBITDA and other metrics are forward-looking statements. The recipient can identify forward-looking statements because they typically contain words such as “outlook,” “believes,” “expects,” “ will,” “projected,” “continue,” “increase,” “may,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negatives or variations of these words or other comparable words and/or similar expressions (but the absence of these words and/or similar expressions does not mean that a statement is not forward-looking). These forward-looking statements specifically include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share and the potential success of Terra Innovatum’s strategy and expectations. Forward-looking statements, opinions and projections are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of Terra Innovatum’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Terra Innovatum’s control. These uncertainties and risks may be known or unknown. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: changes in domestic and foreign business, market, financial, political and legal conditions; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Terra Innovatum; future global, regional or local economic and market conditions; the development, effects and enforcement of laws and regulations; Terra Innovatum’s ability to manage future growth; Terra Innovatum’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its platform; the effects of competition on Terra Innovatum’s future business; and the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries. If any of these risks materialize or the Terra Innovatum’s assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking statements contained herein. In addition, forward-looking statements reflect Terra Innovatum’s expectations and views as of the date of this presentation. Terra Innovatum anticipates that subsequent events and developments will cause its assessments to change. However, while Terra Innovatum may elect to update these forward-looking statements in the future, each of them specifically disclaims any obligation to do so. Accordingly, you should not place undue reliance on the forward-looking statements, which speak only as of the date they are made.

 

3


 

 

CONTACTS

 

Giordano Morichi
Founding Partner, Chief Business Development Officer & Investor Relations
Terra Innovatum Global N.V.

E: g.morichi@terrainnovatum.com
W: www.terrainnovatum.com

 

Kaitlin Taylor

Vice President

Investor Relations
Alliance Advisors IR
E: TerraIR@allianceadvisors.com

 

Fatema Bhabrawala

Director

Media Relations
Alliance Advisors IR
E: TerraIR@allianceadvisors.com

 

4

 

EX-99.2 3 ea026594101ex99-2_terra.htm CONFERENCE CALL SCRIPT DATED NOVEMBER 17, 2025

Exhibit 99.2

 

TERRA INNOVATUM GLOBAL

Q3 FY2025 NKLR Earnings Call Script DRAFT

 

GIORDANO MORICHI

 

Thank you and good morning, everyone. This is an exciting day for Terra Innovatum - our first earnings call as a Nasdaq-listed company following our successful business combination last month. I am pleased to introduce Alessandro Petruzzi, Co-Founder and Chief Executive Officer, and Guillaume Moyen, our Chief Financial Officer.

 

You should have the earnings release that crossed the wires this morning as well as the slides that will accompany our conversation. If not, you can find these documents on our investor relations website at investors.terrainnovatum.com.

 

Please turn to Slide 2 to review cautionary statements. As you are likely aware, during the formal presentation as well as the Q&A session, management may make some forward-looking statements about our current plans, beliefs and expectations. These statements apply to future events that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from what is stated here today. These risks, uncertainties and other factors are provided in the earnings release, as well as in other documents filed by the company with the Securities and Exchange Commission. These documents can be found on our website or at sec.gov.

 

Now, if you will please turn to Slide 3, and I’ll turn the call over to Alessandro to begin. Alessandro?

 

ALESSANDRO PETRUZZI

 

Thank you, Giordano. Good morning to all. This is a milestone moment for Terra Innovatum as we present our inaugural earnings results as a public company.

 

Turning to Slide 3 - Making Nuclear Accessible.

 

Terra Innovatum has developed what we believe is the industry’s first commercially-ready microreactor design, the SOLO™. It’s a 1 MWe, helium-cooled reactor powered by widely available low-enriched uranium fuel. SOLO runs autonomously for 15 years without refueling, or 45 years with two core swaps. One SOLO powers the equivalent of approximately 200 average U.S. homes, making it ideal for distributed energy needs at data centers, hospitals, and industrial facilities.

 

In October, we completed our business combination with GSR III, providing the capital and brand elevation to execute our go-to-market strategy. As a Nasdaq-listed company, we are positioned to achieve NRC approval for our first-of-a-kind reactor by 2027 and begin commercialization by 2028.

 


 

On Slide 4 - Post-Listing Activities.

 

We are fully funded to advance three critical workstreams: first, advancing NRC licensing; second, constructing our FOAK reactor; and third FOAK operation, leading to subsequent commercialization and scaling of our commercial production. Our capital raise provides the resources to execute with discipline and confidence.

 

Slide 5 highlights our key Differentiators.

 

SOLO is safe by physics, built from off-the-shelf components using existing LEU fuel. Our design is complete - no new R&D needed. This streamlines licensing, reduces risk, and enables rapid deployment. SOLO’s versatility provides electricity, process heat, and radioisotopes at the point of demand.

 

On Slide 6, we’re experiencing strong regulatory tailwinds.

 

The U.S. NRC and White House are accelerating advanced reactor approvals. Beginning October 1, the NRC reduced licensing fees by 50% - from $318 to $148 per hour - significantly lowering our licensing costs. The NRC has also streamlined the microreactor approval pathway, offering parallel licensing processes with priority for solutions like ours.

 

Turning to Slide 7 - Licensing Updates.

 

In January 2025, we submitted our regulatory engagement plan to the NRC. We’ve submitted topical reports covering design, safety, fuel, and operations. The NRC accepted our Principal Design Criteria report in May, with the expected review targeted for completion by end of 2025.

 

We are pursuing an accelerated dual-track licensing process with the NRC for our FOAK reactor, with construction permit and operating license activities proceeding in parallel. We expect FOAK approvals in 2027, followed by commercial license approval in 2028. Our confidence in this timeline is rooted in decades of know-how in the nuclear industry and licensing, and six years of now completed SOLO reactor design work using proven components and fuel. We have no new materials or fuel types to validate, and our FOAK design is identical to our commercial unit contributing to a faster commercialization licensing and deployment.

 

This positions us as the fastest commercial microreactor to market.

 

On Slide 8 - Commercialization Updates.

 

We’ve signed MOUs for up to 100 SOLO units, representing $1.9 billion in potential revenue. Since our Nasdaq listing, we’ve seen accelerated customer inbounds. Our focus is translating these MOUs into binding orders within the next 12 months.

 

2


 

Slide 9 highlights our Ameresco partnership.

 

Ameresco is a leading U.S. energy infrastructure provider with 25 years of experience in distributed energy solutions for federal, state, and municipal customers. This partnership targets deployment of 50 SOLO reactors with U.S. focus on DOD and DOE sites, plus commercial and global opportunities. This accelerates our access to shovel-ready projects aligned with federal energy security mandates.

 

On Slide 10 - FOAK Deployment.

 

We’ve selected Rock City Admiral Parkway in Illinois for our FOAK site. Rock City is a 6 million square-foot underground industrial facility serving major retailers, food chains, and government archives. Deploying FOAK at a commercial industrial site demonstrates SOLO’s real-world readiness and immediately validates our business case. The MOU includes an option for up to 50 additional SOLO deployments on-site.

 

Slides 11 and 12 showcase our supply chain network.

 

We’ve adopted a fab-less manufacturing model—partnering with established nuclear suppliers rather than building internal facilities. This provides balance sheet flexibility, cost transparency, and rapid scalability. Partners include ATB Riva Calzoni, Paragon, TechSource, Conuar, and an established fuel supplier. ATB, a 100-year-old nuclear supplier with 646,000 square feet of nuclear-qualified manufacturing space, has begun preliminary production activities for our FOAK. Our partner network can accommodate production of 400 SOLO reactors per year by end of 2028.

 

This robust supply chain, combined with our capital-light model, enables us to focus resources on licensing, customer development, and execution.

 

With that foundation, I’ll now turn to Guillaume for our financial updates. Guillaume?

 

GUILLAUME MOYEN

 

Thank you, Alessandro and good morning, everyone.

 

Turning to Slide 13 - Financing.

 

We completed our business combination with GSR III on October 9th, generating $131 million in gross proceeds, or $109 million net of expenses. This fully funds our FOAK licensing and construction activities, estimated at approximately $70 million. Our capital-light, fab-less model means we have no requirement for major manufacturing facility investment in the near term - we scale production through our partner network.

 

Our pro-forma capital structure is now debt-free.

 

On Slide 14 - Financial Updates.

 

For Q3 2025, our loss from operations was $2.3 million . As of September 30, we had $2.15 million in cash.

 

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Strategic priorities appear on Slide 15:

 

First, convert our MOUs and advanced discussions into committed orders through partnerships like Ameresco and internal business development led by our US team.

 

Second, maintain our accelerated NRC licensing pace to achieve 2027 FOAK and 2028 commercial approvals.

 

Third, strengthen our supply chain partnerships to support up to 400-unit-per-year production capacity.

 

I’ll now turn back to Alessandro for closing remarks.

 

ALESSANDRO PETRUZZI

 

Thanks, Guillaume.

 

These three priorities - converting MOUs to orders, advancing NRC licensing, and strengthening our supply chain - will guide our execution over the next 12 to 18 months. We are confident in our ability to deliver based on decades of industry experience in US and abroad, and we have the right leadership team and board of directors in place to execute.

 

Our independent board is led by Katherine Williams, former CEO of Framatome, alongside Michael Howard (Chair of the World Energy Council), Rex Jackson (former CFO of ChargePoint), and Peter Hastings (former VP of Regulatory Affairs at Kairos Power).

 

On Slide 16, we’ll be engaging with the investment community at upcoming conferences hosted by Bank of America, ROTH, UBS, B. Riley, Benchmark, Mizuho, and Craig-Hallum. We look forward to further dialogue with investors as we advance. We will also be attending industry conferences in the US and beyond, stay tuned for more and look for updates in our IR site.

 

To conclude, we want to express our excitement in presenting our first earnings call as a public company. Terra Innovatum remains focused on executing our three core priorities: advancing NRC licensing to achieve our 2027 FOAK and 2028 commercial milestones, scaling our supply chain partnerships, and converting pipeline demand into binding customer orders.

 

We have the capital, the team, and the regulatory tailwinds to succeed. Our mission is to deliver safe, reliable, and affordable zero-carbon energy solutions to a rapidly transforming world - and we are on track to do exactly that.

 

With that, operator, we’re ready to open the line for questions.

 

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EX-99.3 4 ea026594101ex99-3_terra.htm EARNINGS PRESENTATION DATED NOVEMBER 17, 2025

Exhibit 99.3

 

 


INVESTOR PRESENTATION | NOVEMBER 2025 | NASDAQ : NKLR Q3 2025 Investor Presentation Financial Results & Corporate Update INVESTOR PRESENTATION | NOVEMBER 2025 | 2 This presentation and any oral statements made in connection with this presentation do not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, consent or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction . This presentation does not constitute either advice or a recommendation regarding any securities . No Representations or Warranties : No representations or warranties, express or implied, are given in, or in respect of, this presentation or as to the accuracy, reasonableness or completeness of the information contained in or incorporated by reference herein . To the fullest extent permitted by law, in no circumstances will the Company or any of its affiliates, directors, officers, employees, members, partners, shareholders, advisors or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents (including the internal economic models), its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . Certain information contained herein has been derived from sources prepared by third parties . While such information is believed to be reliable for the purposes used herein, none of the Company, or any of its affiliates, directors, officers, employees, members, partners, shareholders, advisors or agents has independently verified the data obtained from these sources or makes any representation or warranty with respect to the accuracy of such information . In addition, this presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Company . Recipients of this presentation should each make their own evaluation of the Company and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . The Company expressly disclaims any duty to update the information contained in this presentation, whether as a result of new information, future events or otherwise . Forward - Looking Statement : This presentation includes “forward - looking statements” within the meaning of the federal securities laws, including, but not limited to, opinions and projections prepared by the Company’s management . Forward - looking statements generally relate to future events or the Company’s future financial or operating performance, including pro forma and estimated financial information, and other “forward - looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995 ) . For example, projections of future EBITDA, Adjusted EBITDA and other metrics are forward - looking statements . The recipient can identify forward - looking statements because they typically contain words such as “outlook,” “believes,” “expects,” “ will,” “projected,” “continue,” “increase,” “may,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negatives or variations of these words or other comparable words and/or similar expressions (but the absence of these words and/or similar expressions does not mean that a statement is not forward - looking) . These forward - looking statements specifically include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, and the potential success of the Company’s strategy and expectations . Forward - looking statements, opinions and projections are neither historical facts nor assurances of future performance . Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions . Because forward - looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control . These uncertainties and risks may be known or unknown . Factors that may cause actual results to differ materially from current expectations include, but are not limited to : changes in domestic and foreign business, market, financial, political and legal conditions ; risks relating to the uncertainty of the projected financial information with respect to Terra ; future global, regional or local economic and market conditions ; the development, effects and enforcement of laws and regulations ; Terra’s ability to manage future growth ; Terra’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its platform ; the effects of competition on Terra’s future business ; and the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries . If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by the forward - looking statements contained herein . In addition, forward - looking statements reflect the Company’s expectations and views as of the date of this presentation . The Company anticipates that subsequent events and developments will cause its assessments to change . However, while the Company may elect to update these forward - looking statements in the future, each of them specifically disclaims any obligation to do so . Accordingly, you should not place undue reliance on the forward - looking statements, which speak only as of the date they are made .

 


DISCLAIMER INVESTOR PRESENTATION | NOVEMBER 2025 | 3 3 3 3 3 INVESTOR PRESENTATION | NOVEMBER 2025 | MAKING NUCLEAR POWER ACCESSIBLE Delivering Simple and Safe Microreactor Solutions That are Scalable, Affordable and Deployable Anywhere, 1MWe at a Time 1MWe POWERS 200 AVERAGE HOMES IN USA INVESTOR PRESENTATION | NOVEMBER 2025 | 4 POST - LISTING ACTIVITIES Fully Funded to Complete 3 Key Workstreams FULLY FUNDED Successful Capital Raise Funding Licensing, FOAK Construction and Immediate Company Operations WORKSTREAMS ▪ Licensing ▪ FOAK Construction (2027) ▪ FOAK Operation (2027)

 


 


INVESTOR PRESENTATION | NOVEMBER 2025 | 5 DIFFERENTIATORS Terra Innovatum’s Strategically Differentiated Approach SAFE BY PHYSICS SMALL SIZE & BUILT IN FACTORY OFF THE SHELF COMPONENTS & COMMERCIALLY AVAILABLE FUEL COMPLETED DESIGN (2024) VERSATILITY & MODULARITY 92 NO R&D NEEDED DIFFERENCIATORS OUTCOME / ADVANTAGES • No Explosion, No Melting • Simple Design • Accurate Costs and Time of Construction • Learning curve from serialization • Commercial and Technological Readiness • Operational experience • Proliferant - resistant • Faster & Streamlined Licensing • Rapid go - to market • Access to Industrial Site for FOAK • Power Scalability • Multi - Commodity (Electricity, Process Heat and Radioisotopes) • Focus on Licensing • Focus on FOAK Construction FOAK & LICENSING FULLY FUNDED INVESTOR PRESENTATION | NOVEMBER 2025 | 6 INDUSTRY TAILWINDS U.S. Nuclear Regulatory Commission (NRC) Paving the Way for Microreactor Approvals ▪ The White House and U.S. NRC have committed to accelerating advanced nuclear technology deployments ▪ Beginning October 1, U.S. NRC decreased its licensing fees from $318 per hour to $148 per hour, significantly lowering total licensing costs ▪ U.S. NRC has proposed new guidance to lower the regulatory burdens of microreactor licensing, while ensuring safety 6 6 6 INVESTOR PRESENTATION | NOVEMBER 2025 |

 


 


INVESTOR PRESENTATION | NOVEMBER 2025 | 7 Off - the - Shelf Components (No R&D Needed), Commercially Available - Licensed LEU Fuel and No Design Changes From FOAK to NOAK Enable Streamlined Approvals 2025 2025 / 2026 ▪ Regulatory Engagement Plan (REP) – filed ▪ Several Topical Reports – submitted ▪ Principal Design Criteria Topical Report – accepted for review (Safety Evaluation est. completion in 1H26) ▪ Ongoing NRC Dialogue on a Variety of Technical Topics (i.e. fuel, fabrication, logistics) ONGOING ACTIVITIES ▪ Preliminary Safety Analysis Report Submittal ▪ Operating License Application ▪ Commercial License Application APPROVALS (ESTIMATED) >>> ▪ FOAK Construction Permit Approval (2027) ▪ FOAK Operating License Approval (2027) LICENSING UPDATES UPCOMING ACTIVITIES ▪ FOAK Design is Identical to Commercial Unit, Minimizing Lag to Scale - Up ▪ Straightforward Extension to Commercial License Approval (2028) FOAK=COMMERCIAL SOLO enjoys inherent advantages in the NRC regulatory path thanks to an enhanced safety profile, known components and fuel, and 1:1 commercial unit equivalence to FOAK.

 


INVESTOR PRESENTATION | NOVEMBER 2025 | 8 COMMERCIALIZATION UPDATES $1.9 Billion ▪ MOUs for up to 100 SOLO units ▪ Advanced discussions with several potential customers ▪ Nasdaq listing accelerating inbounds ▪ Partnership with Ameresco unlocking access to federal opportunities ▪ Pipeline interest from AI/Data Centers, Hospitals, Mining Operations Commercial Commitments *Estimated commercial commitments assumes a total of 100 units are sold pursuant to existing MOUs at a per unit price of $19,000,000. * INVESTOR PRESENTATION | NOVEMBER 2025 | 9 COMMERCIALIZATION UPDATES Ameresco Partnership to Pursue U.S. Public - Private Deployment and Global Opportunities • Comprehensive framework to evaluate siting, development, construction, integration, operation, and decommissioning planning for SOLO reactors • Harnessing Ameresco’s U.S. network and expertise for siting opportunities, agreement targets deployment of 50 SOLO reactors across federal and commercial sites 50 Reactors US Focused Federal Deployment (DOD, DOE), Global Outreach

 


 


INVESTOR PRESENTATION | NOVEMBER 2025 | 10 COMMERCIALIZATION UPDATES First Deployment Site (FOAK) & 50 Reactors On - Site Deployment Rock City Admiral Parkway MOU OFFERS RUNWAY FOR EXPANSION Rock City MOU includes an option to deploy up to 50 SOLO reactors (50 MWe) to meet rising demand for secure, clean behind - the - meter energy ▪ Initial 15 - year supply term with potential for 45 - year operations through modular core - swap lifecycle, enhancing local energy infrastructure resilience (pending NRC approval) STRATEGIC FIRST LOCATION Rock City’s 6 million sq. ft. underground industrial park site enables licensing, testing, and construction ; strong location and close proximity to nuclear ecosystem supports collaboration and talent ROCK CITY VALIDATES COMMERCIAL SCALE Rock City site announcement demonstrates SOLO TM ’s go - to - market strategy - a reactor purpose - built for commercial scale, progressing from FOAK to broader deployment across industrial and public sectors 50 FOAK will be Built on a Commercial Industrial Site INVESTOR PRESENTATION | NOVEMBER 2025 | 11 PARTNERS Network of Global Supply Chain & Deployment Partners Can accommodate production of 400 SOLOs by the end of 2028 • Reactor internals • Special metals and components COMPONENT SUPPLIERS DEPLOYMENT &MANTAINANCE SUPPLIER INDUSTRIAL ASSEMBLY& COMPONENT SUPPLIER • Instrumentation & Control (I&C) • Stainless Steel Vessel • Reactor assembly and integration • EPC (Siting, infrastructure and construction) • Access to US federal and commercial sites • SOLO deployment on DOD and DOE sites • Access and deployment to critical infrastructures

 


 


INVESTOR PRESENTATION | NOVEMBER 2025 | 12 SUPPLY CHAIN UPDATES ATB Riva Calzoni Partnership 12 12 12 12 12 INVESTOR PRESENTATION | NOVEMBER 2025 | Initiated preliminary production activities at ATB’s manufacturing facility ATB to provide dedicated resources for SOLO production at scale ~ 646,000 ft² SOLO production lines span over Nuclear Qualified Manufacturer INVESTOR PRESENTATION | NOVEMBER 2025 | 13 FINANCING Business Combination Proceeds $70M $131M 2025 2026 2027 - 2029 $35M $35M Estimated required capital and timeline for direct and indirect engineering and licensing costs, FOAK construction costs, and wo rking capital.

 


Total funds raised for transaction • Exceeding Capital Need Requirements • Debt free capital structure enhances flexibility • Outsourced production model Funding Licensing, FOAK Construction and Operation, and Immediate Company Operations up to 2027. $109M Total funds available pro - forma for closing costs and initial operations INVESTOR PRESENTATION | NOVEMBER 2025 | 14 FINANCIAL UPDATES Loss from Operations (Q3’25) $2.3M Cash & Cash Equivalents (as of 9/30/25) $2.15M Shares Outstanding (as of 11/14/25) 70,300,948

 


 


INVESTOR PRESENTATION | NOVEMBER 2025 | 15 SUMMARY: STRATEGIC PRIORITES Continue strong growth of order pipeline through strategic partnership network 1 Progress U.S. NRC licensing progress to hit 2027 operating license approval and 2028 commercialization targets ▪ Build out licensing team and open U.S. operations dedicated to NRC engagement 2 Strengthen fabless manufacturing capabilities through partnerships with leading nuclear suppliers and manufacturers 3 ▪ Accelerate business development efforts through strategic hires and partnerships (i.e. Ameresco)

 


INVESTOR PRESENTATION | NOVEMBER 2025 | 16 UPCOMING CONFERENCES HOST NAME LOCATION END DATE START DATE Bank of America Securities Clean Energy Symposium New York, NY 11/19/2025 11/18/2025 ROTH ROTH Technology Conference New York, NY 11/19/2025 11/19/2025 UBS UBS Global Technology & AI Conference Scottsdale, AZ 12/4/2025 12/1/2025 B. Riley Securities Convergence Conference AI, Blockchain Energy New York, NY 12/4/2025 12/4/2025 Benchmark Benchmark Discovery Conference New York, NY 12/4/2025 12/4/2025 Mizuho Securities USA Power, Energy Infrastructure Conference 2025 New York, NY 12/9/2025 12/8/2025 Asian Business Conference Jakarta, Indonesia 12/11/2025 12/9/2025 Craig - Hallum 2nd Annual Nuclear Energy Forum Virtual 12/11/2025 12/11/2025 World SMR Summit Latin America Buenos Aires Argentina 01/30/2026 01/29/2026 3rd World Nuclear SMR and Advanced Reactor Conference London, UK 02/11/2026 02/10/2026 SMR and Advanced Reactor Conference Austin, TX 05/12/2026 05/11/2026 INVESTOR PRESENTATION | NOVEMBER 2025 | 17 Investor Relations Contacts Giordano Morichi Founding Partner, Chief Business Development Officer & Investor Relations Terra Innovatum Global E: g.morichi@terrainnovatum.com Kaitlin Taylor Vice President Investor Relations Alliance Advisors IR E: TerraIR@allianceadvisors.com