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Terra Innovatum Global N.V. filed a Prospectus Supplement No. 3 to register up to 94,804,436 Ordinary Shares, including up to 5,475,593 Ordinary Shares issuable upon exercise of warrants and up to 40,200,000 Ordinary Shares issuable upon mandatory conversion of outstanding preferred shares. The supplement attaches a Form 8-K dated July 2, 2026 and updates the Prospectus dated December 15, 2025.
The company notes its Ordinary Shares trade on Nasdaq under the symbol NKLR; the closing price reported on Nasdaq on July 2, 2026 was $4.62. The supplement should be read with the Prospectus and prior amendments.
Terra Innovatum Global N.V. amends its S-1 prospectus to register up to 94,804,436 Ordinary Shares. The supplement specifically lists up to 5,475,593 Ordinary Shares issuable upon exercise of warrants and up to 40,200,000 Ordinary Shares issuable upon mandatory conversion of outstanding preferred shares. The prospectus supplement incorporates the Company’s Form 10-Q for the quarter ended March 31, 2026 and notes the Company’s Nasdaq listing under the symbol NKLR; the closing price on July 2, 2026 was $4.62 per share. The Company reported cash and cash equivalents of $96,701 and total ordinary shares issued and outstanding of 110,500,908 as of June 29, 2026. This supplement updates the prospectus and must be read together with the Prospectus dated December 15, 2025.
Terra Innovatum Global N.V. registers up to 94,804,436 Ordinary Shares under a Prospectus Supplement No. 1 to its Registration Statement on Form S-1. The supplement also registers up to 5,475,593 Ordinary Shares issuable upon exercise of warrants and up to 40,200,000 Ordinary Shares issuable upon mandatory conversion of preferred shares.
The Prospectus Supplement attaches the company’s Annual Report on Form 10-K filed on June 16, 2026 and updates the Prospectus dated December 15, 2025. The cover disclosure notes a Nasdaq closing price of $4.62 on July 2, 2026 and states there were 110,500,908 ordinary shares outstanding as of March 31, 2026.
Terra Global N.V. reported a governance change as its Board appointed Joanna Lohkamp as an interim non-executive director, effective July 1, 2026. She will also serve on the Audit Committee and chair the Remuneration Committee until the next annual general meeting of shareholders.
The company states there are no arrangements or understandings behind her selection, no family relationships with current directors or executives, and no material related-party transactions requiring disclosure. This emphasizes her independence within the board structure and key oversight committees.
Terra Innovatum Global N.V., a pre‑revenue nuclear technology company developing its SOLO micro‑modular reactor, reported a net loss of $7,106 thousand for the three months ended March 31, 2026, compared with $1,448 thousand a year earlier. The wider loss reflects sharply higher general and administrative expenses of $5,396 thousand and development costs of $1,238 thousand as the company scales public‑company infrastructure and engineering work.
Cash and cash equivalents were $96,701 thousand at March 31, 2026, with net cash used in operating activities of $3,856 thousand for the quarter. The balance sheet includes a sizable share‑settled contingent liability of $185,860 thousand and warrant liabilities of $9,949 thousand tied to the SPAC-related capital structure. Management prepared the accounts on a going concern basis but disclosed that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting.
Terra Innovatum Global N.V., a Dutch holding company headquartered in Lucca, Italy, files its annual report describing a pre-revenue, early-stage micro‑modular nuclear business built around its SOLO reactor. The company completed a business combination with GSR III Acquisition Corp. in October 2025, after which its ordinary shares began trading on Nasdaq under the symbol NKLR.
SOLO is designed to deliver 1MWe of power plus up to 4MW of low‑temperature heat or 5MW of high‑temperature steam, operate for 15 years without refueling, and potentially reach a 45‑year lifecycle. Terra targets first commercial deployment by 2028, focusing on industrial, data center, logistics, medical and underserved community applications.
The report highlights substantial risks: no revenue to date, an accumulated deficit of approximately $607.3 million as of December 31, 2025, reliance on future financing, complex nuclear regulation, evolving public perception of nuclear power, supply‑chain and cybersecurity exposure, and unresolved long‑term nuclear waste and fuel storage issues.
Terra Global N.V. filed an amended report to correct a typographical error in the disclosed 2026 fixed compensation for executive director and COO Cesare Frepoli, revising it from EUR 5,000,000 to EUR 500,000. The company also describes Directorship Agreements for executives Alessandro Petruzzi, Massimo Morichi and Mr. Frepoli that define their roles, fixed pay and termination protections.
For 2025, fixed annual compensation is EUR 500,000 for CEO Petruzzi, EUR 400,000 for Chief Strategy Officer Morichi and EUR 450,000 for COO Frepoli, all paid pro rata for months served. For 2026, their fixed compensation rises to EUR 558,000, EUR 450,000 and EUR 500,000 respectively, payable monthly, with eligibility for performance-based bonuses under separate agreements. Following a qualifying change in control and certain terminations, each Manager could receive a lump sum equal to 18 months of fixed pay plus target bonus, continued healthcare for 18 months and outplacement benefits.
The remuneration committee also approved one-off bonus payments at subsidiary level in recognition of the business combination and Nasdaq listing, including EUR 130,374 for Mr. Petruzzi, EUR 116,832 for Mr. Frepoli, EUR 105,144 for Mr. Morichi and $100,002 for Guillaume Moyen, plus additional cash amounts such as €75,000 each for Mr. Petruzzi and Mr. Cherubini. The company notes customary intellectual property, non-disparagement and 12‑month non-solicitation provisions within these arrangements.
Terra Global N.V. received an expected deficiency notice from Nasdaq on May 19, 2026 because it has not filed its Form 10-Q for the quarter ended March 31, 2026 and remains delinquent on its Form 10-K for the year ended December 31, 2025. The company is therefore not in compliance with Nasdaq Listing Rule 5250(c)(1), which governs timely filing of periodic reports. The notice does not immediately affect the listing or trading of its ordinary shares on the Nasdaq Global Select Market. Terra Global has until June 15, 2026 to submit a plan to regain compliance, and Nasdaq may grant an exception extending until October 12, 2026 if the plan is accepted. The company states that it intends to regain compliance as soon as practicable.
Terra Global N.V. reported that Nasdaq has issued a deficiency notice because the company did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025. This means the company is currently out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely periodic filings.
The notice does not immediately affect trading of Terra Global’s ordinary shares on the Nasdaq Global Select Market. Terra Global has 60 calendar days, until June 15, 2026, to submit a compliance plan. If Nasdaq accepts the plan, the company could receive up to 180 calendar days from the extended Form 10-K due date, or until October 12, 2026, to regain compliance, and it states that it intends to do so as soon as practicable.
Terra Global N.V. reported leadership changes in its board and finance team. The board designated Katherine Williams as executive director and Chief Financial Officer, effective immediately, and she resigned her prior roles as non-executive director and chairperson. Michael Howard was appointed as the new chairperson of the board, and Peter Hastings joined the Audit Committee.
Williams, age 68, has been a director since October 2025 and previously served as CEO and CFO of Framatome Inc. and as CFO of Solestiss LLC. Her existing services agreement as a non-executive director is expected to be amended to reflect her new executive director and CFO role. Guillaume Moyen resigned with immediate effect from all positions, including CFO and executive director.