8-K
Terra Innovatum Global N.V. (NKLR)
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
October17, 2025
Date
of Report (Date of earliest event reported)
| TERRA INNOVATUM GLOBAL N.V. | ||
|---|---|---|
| (Exact<br> Name of Registrant as Specified in its Charter) | ||
| The Netherlands | 001-42901 | N/A |
| --- | --- | --- |
| (State<br> or other jurisdiction | (Commission File Number) | (I.R.S.<br> Employer |
| of<br> incorporation) | Identification<br> No.) | |
| Via Matteo Trenta 117, Lucca, Italy | 55100 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> 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<br> pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications<br> 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<br> 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. ☐
Item7.01 Regulation FD Disclosure.
On October 17, 2025, Terra Innovatum Global N.V. (the “Registrant”) issued a press release, a copy of which is furnished as Exhibit 99.1 hereto. The Registrant also posted a new investor presentation to its website, a copy of which is furnished as Exhibit 99.2 hereto
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. 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 Exhibits 99.1 and 99.2.
Item9.01. 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 October<br> 17, 2025 |
| 99.2 | Investor Presentation. |
| 104* | Cover Page Interactive<br> Data File (formatted as Inline XBRL) |
1
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: October<br> 17, 2025 | ||
|---|---|---|
| TERRA INNOVATUM<br> GLOBAL N.V. | ||
| By: | /s/<br> Alessandro Petruzzi | |
| Name: | Alessandro Petruzzi | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Terra Innovatum Global Files New Investor PresentationUpdating Timeline for First-of-A-Kind SOLO^TM^ Deployment in 2027 from 2028
NEW YORK, NY / GLOBE NEWSWIRE / October 17, 2025 / – Terra Innovatum Global N.V. (“Terra Innovatum” or the “Company”) (NASDAQ: NKLR), a developer of micro-modular nuclear reactors, today filed a new investor presentation including updates to the timeline for the deployment of its first-of-a-kind (“FOAK”) SOLO^TM^ micro-modular reactor solution and commercialization. The Company now expects FOAK deployment in 2027 and commercialization in 2028, compared to 2028 and 2029 for FOAK and commercialization, respectively, showcased in the investor presentation previously filed with the Securities and Exchange Commission on September 10, 2025. The full investor presentation can be found on Terra Innovatum’s Investor Relations site at https://investors.terrainnovatum.com/.
The Company also provided the key regulatory milestones needed to achieve its 2028 commercialization target below:
| ● | Initiated Construction Permit Application Activities –2025 |
|---|---|
| ● | Initiate Operating License Application Activities –2026 |
| --- | --- |
| ● | Submit Preliminary Safety Analysis Report –2026 |
| --- | --- |
| ● | Initiate Commercial License Application Activities –2026 |
| --- | --- |
| ● | Expected Construction Permit Approval –2027 |
| --- | --- |
| o | FOAK SOLO delivered to site |
| --- | --- |
| ● | Expected Operating License Approval –2027 |
| --- | --- |
| o | FOAK SOLO begins operating |
| --- | --- |
| ● | Expected Commercial License Approval –2028 |
| --- | --- |
| o | Commercialization in 2028 |
| --- | --- |
ABOUT TERRA INNOVATUM & SOLO^TM^
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/.
CONTACTS
Giordano Morichi
Partner, Chief Business Development Officer & Investor Relations
Terra Innovatum Srl
E: g.morichi@terrainnovatum.com
W: www.terrainnovatum.com
Nicholas Hresko-Staab
Vice President
Investor & Media Relations
Alliance Advisors IR
E: TerraIR@allianceadvisors.com
2
IMPORTANT INFORMATION FOR SHAREHOLDERS
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
FORWARD LOOKING STATEMENTS
The statements contained in this press release that are not purely historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on Terra Innovatum. There can be no assurance that future developments affecting Terra Innovatum will be those that we have anticipated. These forward-looking statements speak only as of the date this press release is delivered and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (2) the risk that the Business Combination disrupts current plans and operations of Terra Innovatum, including the expected timetable to achieve its expected commercialization of SOLO; (3) costs related to the Business Combination, including the costs of compliance with applicable securities laws; (4) changes in applicable laws or regulations; (5) the possibility that Terra Innovatum may be adversely affected by other economic, business, and/or competitive factors; (6) the ability of Terra Innovatum to meet stock exchange listing standards following the consummation of the Business Combination; (7) other risk factors described in the proxy statement/prospectus that was included in the Company’s Registration Statement on Form S-4. In addition, there may be additional risks that Terra Innovatum does not presently know or that are currently believed to be immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
Neither Terra Innovatum nor any of its affiliates, officers, employees or agents, makes any representation or warranty, either express or implied, in relation to the fairness, reasonableness, adequacy, accuracy, completeness or reliability of the information, statements or opinions, whichever their source, contained in this press release or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. Terra Innovatum and its affiliates, officers, employees and agents further expressly disclaim any and all liability relating to or resulting from the use of this press release and any errors therein or omissions therefrom. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice.
In addition, the information contained in this press release is provided as of the date hereof and may change, and Terra Innovatum does not undertake any obligation to update or revise any forward- looking statements, whether as a result of new information, inaccuracies, future events or otherwise, except as may be required under applicable securities laws.
3
Exhibit99.2
INVESTOR PRESENTATION | OCTOBER 2025 | NASDAQ : NKLR Investor Presentation October 2025
INVESTOR PRESENTATION | OCTOBER 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 . DISCLAIMER
INVESTOR PRESENTATION | OCTOBER 2025 | 3 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, potential benefits of the Business Combination 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 their respective businesses and of the combined company, 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 ; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of GSRT or Terra is not obtained ; 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 ; 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 ; the amount of redemption requests made by GSRT’s public shareholders ; the ability of GSRT or the combined company to issue equity or equity - linked securities in connection with the proposed business combination or in the future ; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries ; and those factors described or referenced in GSRT’s final initial public offering prospectus dated November 7 , 2024 under the heading “Risk Factors,” and other documents of GSRT filed, or to be filed, from time to time with the SEC . If any of these risks materialize or the Company’s or GSRT’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 and GSRT’s expectations and views as of the date of this presentation . The Company and GSRT anticipate that subsequent events and developments will cause their respective assessments to change . However, while the Company and GSRT 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 | OCTOBER 2025 | 4 4 4 INVESTOR PRESENTATION | OCTOBER 2025 | Alessandro Petruzzi (PhD) CO - FOUNDER & CHIEF EXECUTIVE OFFICER Cesare Frepoli (PhD) CO - FOUNDER, CHIEF OPERATING OFFICER & LICENSING DIRECTOR Marco Cherubini (PhD) CO - FOUNDER, CHIEF TECHNOLOGY OFFICER & PRODUCT DIRECTOR Giordano Morichi PARTNER, CHIEF BUSINESS DEVELOPMENT OFFICER & INVESTOR RELATIONS Massimo Morichi (PhD) PARTNER, CHIEF STRATEGY OFFICER & SOLO SAFEGUARDS DIRECTOR Guillaume Moyen (MBA) PARTNER, CHIEF FINANCIAL OFFICER 180 YEARS COMBINED YEARS OF EXPERIENCE 11+ INTERNATIONAL PATENTS HIGHLY EXPERIENCED TEAM OF NUCLEAR INDUSTRY EXPERTS
INVESTOR PRESENTATION | OCTOBER 2025 | 5 5 5 5 5 INVESTOR PRESENTATION | OCTOBER 2025 | MAKING NUCLEAR POWER ACCESSIBLE We Plan to Deliver Simple and Safe Micro - Reactor Solutions That are Scalable, Affordable and Deployable Anywhere, 1MWe at a time
INVESTOR PRESENTATION | OCTOBER 2025 | 6 TERRA INNOVATUM Expect to Lead the Nuclear Revolution with a Differentiated Approach CAPITALIZING ON A MEGATREND Addressing growing demand for electricity generation with a modular low - carbon, cost - competitive and reliable solution SAFETY AND SAFEGUARDS AS THE #1 PRIORITY Designed with specific safety and safeguard parameters to streamline regulatory approval including reactor size, power levels and real - time monitoring DESIGN AND UNIT ECONOMICS DRIVES DIVERSE END MARKET EXPOSURE 10 - meter cube size and LCOE (1) of $0.07/kWh addresses key customers beyond datacenters, including industrial production and factories, rural and remote locations, mining, healthcare and radio isotope production, desalination, defense, space, and other major verticals DE - RISKED BUSINESS MODEL Factory assembly materially reduces costs; use of low - enriched uranium (4.95% LEU) fuel and readily available components de - risks supply chain, avoids proliferation risks and further simplifies regulatory approval TEAM OF NUCLEAR VETERANS Combined 180 years of experience in nuclear engineering, design, safety, operations, licensing and regulatory matters (1) Levelized cost of energy, which is defined as the average cost per kilowatt hour of electricity produced over the life of th e SOLO reactor. Calculated by taking the sum of all costs like initial capital investment, operation and maintenance and fuel c ost s, and dividing by the expected energy production over the life of the SOLO reactor. Figure above assumes a 45 - year life for the SOLO reactor including the cost of two re - fuelings , one at year 15 and another at year 30. This LCOE doesn’t include transportation and distribution costs as SOLO is off - grid. 92
INVESTOR PRESENTATION | OCTOBER 2025 | Small, Safe, and Factory Assembled – Design Completed 7 7 7 INVESTOR PRESENTATION | OCTOBER 2025 | GENERATES 1MWe/4MWth RUNS 24/7 REMOTELY OPERATED NO EXPLOSION OR MELTING RISK NO PROLIFERATION RISK NO EMERGENCY ZONE AREA 10MX10MX10M SIZE 1 (1) The dimensions include the biological shield
INVESTOR PRESENTATION | OCTOBER 2025 | 8 8 8 8 8 8 8 INVESTOR PRESENTATION | OCTOBER 2025 | MODULAR BY DESIGN Scalable in Power, Cost, and Footprint 1GWe UP TO 3MWe - 12MWth BENEFITS OF MODULARITY | Scalability | Redundancy | Standardized Construction | Proximity
INVESTOR PRESENTATION | OCTOBER 2025 | 9 BROADLY DIVERSIFIED END MARKETS Ideally Suited for Multiple Applications (1) All estimates based on management's current expectations. Actual number of SOLO reactors deployed will depend on a number of external factors and may vary materially from the estimates presented here With minimal site requirements, low maintenance capital costs and long periods between refueling, SOLO is ideal for a broad and diverse set of end markets, including opportunities to support co - generation (use of power and heat) applications. INFRASTRUCTURE / UTILITIES ▪ Remote, Rural and Island Communities ▪ Defense Installations ▪ Water Treatment and Desalination ▪ Energy Storage / Generator Replacement ▪ Shipping Ports & Marine Terminals ▪ EV Charging ▪ Hotels / Resorts ILLUSTRATIVE PER - SITE NEED (1) 1 - 5+ SOLOs INDUSTRIAL / FACTORIES (CO - GENERATION OPPORTUNITY) ▪ Materials Production ▪ Manufacturing ▪ Semiconductor Fabrication ▪ Oil and Gas Operations ▪ Mining Projects 1 - 20+ SOLOs MEDICAL / HEALTHCARE ▪ Hospital and Medical Facilities ▪ Radioisotope Production ▪ Pharmaceutical Facilities 1 - 5+ SOLOs DATA CENTERS / AI / CRYPTOCURRENCY MINING 30 - 300+ SOLOs
INVESTOR PRESENTATION | OCTOBER 2025 | 10 [TBD] (15) U.S. SMR Universe <5MWe <15MWth Kaleidos (1.2) Odin (1.25) SOLO w/LEU (1) eVinci (5) Natrium (345) BWRX - 300 (300) IMSR (195) Hermes (140) ARC - 100 (100) Xe - 100 (80) VOYGR (77) FMR (50) Aurora (15) Aalo - 1 (10) eVinci (5) AP300 (300) LFTR (100) PWR - 20 (20) Kaleidos (1.2) SOLO w/LEU (1) SMR - 300 (300) MSR - 1 (100) Odin (1.25) Aurora (50) Can be Assembled in Existing Factories (Driver of Low Cost) No Risk of Meltdown (Unique Safety Profile) <5% Fuel Low Enriched Uranium Fuel Readily Available Today (Driver of Low Cost) Source: Company websites and NRC site. https://www.nrc.gov/reactors/new - reactors/advanced/who - were - working - with/pre - application - activities.html#gaes Note: Texts below logos indicate name of reactors, and numbers in parentheses indicate MWe. TERRA INNOVATUM’S UNIQUE POSITIONING IN THE SMR SECTOR n=1 n>20 n=4 SOLO w/LEU (1)
INVESTOR PRESENTATION | OCTOBER 2025 | 11 Bottom line: Terra's fuel flexibility significantly reduces time to market risk by being able to operate with LEU, while at the same time enjoying all the benefits of HALEU once it becomes widely available (1) Based on the neutronics analysis, with the use of HALEU, SOLO could either (i) operate at a large power output of 20MWth for 15 - years, or (ii) operate at the same power output of 4MWth for ~70 years. Increasing the power output, however, would require a change to the des ign of the reactor, while operating at the same power for a longer period of time would not require such design changes. ▪ SOLO provides the only platform to be able to transition from currently licensed fuel products (LEU) to future fuel products and supply (HALEU) ▪ LEU: can operate for ~15 years without need for refueling ▪ HALEU: can operate for ~70 years without need for refueling (1) ▪ As of today, certain non - fuel materials would need to be replaced at ~45 years ▪ SOLO can also benefit from current and future accident tolerant fuel (ATF) solutions related to new clad material, which would allow an increase of the average working temperature, consequently improving the thermodynamic efficiency and possibly extending its industrial applications FUEL CYCLE ANALYSIS 15 30 70 15 0 10 20 30 40 50 60 70 80 HALEU LEU Years (1) P=4MWth P=4MWth P=10MWth P=20MWth fills the gap between the current use of standard LEU and HALEU BUILT ON WIDELY AVAILABLE LEU FORWARD - COMPATIBLE WITH HALEU
INVESTOR PRESENTATION | OCTOBER 2025 | 12 Designed to De - Risk Deployment Timeline • FOAK – 2027 • Commercialization – 2028 JANUARY 2025 2025 / 2026 2027 2028 Regulatory Engagement Plan Filed with NRC LATE - YEAR Estimated operating license approval MID - YEAR Estimated commercialization of first SOLO ONGOING >>> Continue building supply chain through partnerships and engaging with potential customers 2029+ Scale to 1,000 SOLOs per year >>> OFF - THE - SHELF COMPONENTS COMMERCIALLY AVAILABLE FUEL FACTORY ASSEMBLED REPEATABLE DESIGN Positive U.S. NRC engagement with accelerated timeline
INVESTOR PRESENTATION | OCTOBER 2025 | 13 COMMERCIALIZATION UPDATES First Deployment Site for First - Of - A - Kind SOLO ADVANCED DISCUSSIONS FOR FUTURE DEPLOYMENT OPPORTUNITIES In talks with a range of deployment opportunities, including laboratories, national defense entities, nations, utilities, AI/data center developers, and industrials 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 Rock City Admiral Parkway Development (“Rock City”)
INVESTOR PRESENTATION | OCTOBER 2025 | 14 PARTNERS A Robust Network of Supply Chain and Deployment Partners Established strategic partnerships for deployment opportunities and production of key components, safeguards monitoring, fuel and factory assembly
INVESTOR PRESENTATION | OCTOBER 2025 | 15 15 15 BOARD OF DIRECTORS: DEEP PUBLIC COMPANY FINANCE, GOVERNANCE, NUCLEAR TECHNOLOGY AND LEADERSHIP EXPERIENCE Alessandro Petruzzi TERRA INNOVATUM CO - FOUNDER & CHIEF EXECUTIVE OFFICER Cesare Frepoli TERRA INNOVATUM CO - FOUNDER, CHIEF OPERATING OFFICER & LICENSING DIRECTOR Massimo Morichi TERRA INNOVATUM PARTNER, CHIEF STRATEGY OFFICER & SOLO SAFEGUARDS DIRECTOR Guillaume Moyen TERRA INNOVATUM PARTNER, CHIEF FINANCIAL OFFICER Katherine Williams FORMER FRAMATOME CEO, SOLESTISS CFO Independent Chair Director Director Director Director Martha Crawford MACQUARIE GROUP OPERATING PARTNER Rex Jackson FORMER CHARGEPOINT (NYSE: CHPT) CFO Michael Howard WORLD ENERGY COUNCIL CHAIR, ELECTRIC POWER RESEARCH INSTITUTE CEO EMERITUS Peter Hastings FORMER KAIROS POWER VP OF REGULATORY, QUALITY AND PUBLIC AFFAIRS Independent Director Independent Director Independent Director Independent Director
INVESTOR PRESENTATION | OCTOBER 2025 | 16 Note: Other Costs include all capital costs, including balance of plant, contingency and transportation costs. For each respective time period, LCOE defined as total capital and maintenance costs, divided by total kWh produced. Unit economics and LCOE calculations do not include annual license or decommissioning fees. (1) Unit economic estimates are presented for illustrative purposes only and is subject to change based upon a number of external fa ctors and may vary materially from the estimates presented here. (2) Nth - of - a - Kind. (3) Levelized Cost of Energy. (4) Includes cost of fuel and other capital and transportation costs associated with the refueling. Assumes yearly kWh produced o f ~ 10.6mm. (5) Assumes that in the future HALEU can be obtained at similar cost of LEU today; no refueling required during the 45 - year period w hen using HALEU. Assumes yearly kWh produced of ~10.8mm. UNIT ECONOMICS Illustrative Unit Economics (1) (First 15 Years) NOAK (2) (At 1,000 Units) $17.5 $19.0 $1.5 $3.5 $8.0 $0.8 $6.7 Sale of SOLO Service Revenue Total Revenue Fuel Cost Other SOLO Costs Service Cost Unit-Level Cashflow Assumptions and Cashflow Margins ▪ Assumes $100K annual maintenance, remote performance and safeguard monitoring ▪ Unit - level cashflow margin ▪ At 1,000 units: 35% of revenue ▪ At 10,000 units: 55% of revenue Direct User Final Electricity Cost Calculations (LCOE (3) ) ▪ For a direct user of a SOLO, the final electricity cost is equal to the LCOE ▪ 45 Years (assuming 2 refuelings): $0.07/kWh (4) ▪ 45 Years (using HALEU): $0.045/kWh (5)
INVESTOR PRESENTATION | OCTOBER 2025 | 17 Investor Relations Contacts Giordano Morichi Partner, Chief Business Development Officer & Investor Relations Terra Innovatum S.r.l. E: g.morichi@terrainnovatum.com Nicholas Hresko - Staab Vice President Investor & Media Relations Alliance Advisors IR E: TerraIR@allianceadvisors.com