Terra Innovatum and GSR III Acquisition Corp. File Form S-4 After Business Combination Announcement Advancing Public Listing

Transaction To Accelerate Terra Innovatum’s Pathway to Commercialization of Groundbreaking Micro-Modular Nuclear Technology by 2028

NEW YORK, NY AND AUSTIN, TX / ACCESS Newswire / May 15, 2025 / Terra Innovatum Srl ("Terra Innovatum," or the "Company"), a developer of micro-modular nuclear reactors, and GSR III Acquisition Corp. ("GSRT") (Nasdaq:GSRT), a publicly traded special purpose acquisition company, today announced that Terra Innovatum and GSRT have filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission. This filing marks a key milestone toward the proposed business combination and public listing, intended to accelerate the deployment of Terra Innovatum's breakthrough micro-modular reactor technology, SOLO, and expand access to clean, scalable and reliable energy.

Foto: Accesswire

In Picture (Left to Right): Anantha Ramamurti, Marco Cherubini, Massimo Morichi, Gus Garcia, Cesare Frepoli, Guillaume Moyen, Giordano Morichi, Alessandro Petruzzi, Lew Silberman, Luca Longobardi, Nicholas Hresko-Staab.

The business combination aims to enable Terra Innovatum to execute its mission to deliver low-carbon, cost-efficient, and reliable power. SOLO is the first micro-modular reactor designed to operate on widely available Low-Enriched Uranium (LEU) and is built using commercial off-the-shelf components. This approach significantly streamlines regulatory review and reduces both technical and supply chain risks. Earlier this year, Terra Innovatum submitted its regulatory engagement plan to the Nuclear Regulatory Commission (NRC), a critical step toward its targeted commercial deployment in 2028.

PUBLIC LISTING & TRANSACTION OVERVIEW

The proposed business combination is expected to generate up to approximately $230 million in gross proceeds before accounting for redemptions and any committed financing. This transaction values Terra Innovatum at a pre-money equity value of $475 million.

Following the completion of the transaction, the combined company will be led by Terra Innovatum's current management team under the name Terra Innovatum and is expected to trade on the Nasdaq under the ticker symbol "NKLR." Terra Innovatum shareholders will roll 100% of their equity into the newly formed public entity. The transaction has been unanimously approved by the Boards of Directors of GSRT and Terra Innovatum. Closing is anticipated to occur in the second half of 2025, subject to customary closing conditions.