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Terra Innovatum, a developer of micro-modular nuclear reactors slated to trade as NKLR, and GSR III Acquisition Corp. (Nasdaq: GSRT) announced that GSRT shareholders greenlit their business combination on October 7, 2025.The move sets the stage for Terra Innovatum to receive $130 million in trust and equity financing upon closing. These funds will be instrumental in securing necessary licensing approvals, constructing a first-of-a-kind (FOAK) SOLO™ micro-modular reactor, and initiating commercialization efforts.
The combined entity will be rebranded as Terra Innovatum Global N.V., with its ordinary shares anticipated to commence trading on the Nasdaq under the ticker symbol NKLR, pending customary closing and listing prerequisites. The closing is anticipated in the coming days, contingent on the satisfaction or waiver of specified conditions.
This development arrives as the nuclear energy sector experiences a surge in interest amid the global drive for clean, reliable power sources. Terra Innovatum’s SOLO™ reactor, designed for scalability and deployment in various settings, seeks to address the increasing energy demand while minimizing environmental impact.
Positive Takeaways:
$130 million in trust and equity financing expected upon closing, providing a crucial capital infusion.
Proceeds earmarked for NRC licensing and the construction of a FOAK reactor, potentially accelerating the path to commercialization.
The expected Nasdaq listing under the ticker NKLR should enhance the company’s visibility and attractiveness to investors.
The close-pro forma balance sheet is projected to bolster commercial scale-up initiatives and overall supply chain efficiencies.
Potential Risks:
The Business Combination remains subject to certain closing and listing conditions, which could introduce uncertainty.
The set commercialization target of 2028 is a stated target rather than a guaranteed outcome, highlighting the potential for delays.
Insights
Transaction provides a clear near-term capital runway and public listing to fund licensing and FOAK delivery.
Terra Innovatum completed shareholder approval for a business combination that brings $130 million of trust and equity proceeds and a Nasdaq listing under the ticker NKLR. This cash infusion materially strengthens the company’s balance sheet at close and converts private funding into public equity, which improves access to follow-on capital.
The key dependencies are explicit closing conditions, NASDAQ listing requirements, and the company’s use of proceeds to finish NRC licensing and build a first-of-a-kind (FOAK) unit. The announcement ties funds directly to licensing, production, and deployment work, reducing short-term funding risk but leaving execution and regulatory milestones as primary risks.
Watch the actual close (expected in the coming days), confirmation of receipt of $130 million, and Nasdaq listing clearance; monitor cash burn and announced use of proceeds over the next 12–24 months.
Funding targets NRC licensing and FOAK deployment, moving commercialization timelines into an actionable phase.
Terra Innovatum frames the proceeds as sufficient to complete NRC licensing and to build and operate its first SOLO™ micro-modular reactor, which supports its stated commercialization timetable of 2028. The combination of a capital-light model and cash at close creates a clearer path to scale if regulatory and technical milestones are met.
Main risks remain regulatory approval, demonstrated FOAK performance, and supply‑chain execution despite an established supplier base. The company’s claims are milestone-driven; successful NRC interactions and completion of the FOAK program are the concrete metrics that will validate the financing’s impact.
Key near-term items to watch include confirmation of closing funds, NRC licensing progress updates, and any disclosed timelines or milestones tied to FOAK construction and commercialization over the next 36 months.
10/07/2025 – 12:30 PM
$130 million in trust and equity financing proceeds to provide significant financial runway to complete first-of-a-kind SOLO™ micro-modular reactor licensing, production, and deployment
Combination of capital-light business model and strong cash position at close expected to accelerate growth, commercial scale-up, and supply chain enhancements
Ordinary shares expected to trade on Nasdaq under the symbol “NKLR”
NEW YORK and AUSTIN, Texas, Oct. 07, 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 GSRT shareholders have voted to approve the previously announced business combination (“Business Combination”) with Terra Innovatum and all of the other proposals presented at GSRT’s Extraordinary General Meeting of Shareholders held on October 7, 2025. GSRT is no longer accepting redemption reversal requests.
Alessandro Petruzzi, CEO of Terra Innovatum, said, “We are excited that shareholders voted to approve our transaction and support our mission to deliver low-cost, zero-carbon, and reliable energy to the world. We are one step closer to becoming the first publicly traded nuclear reactor developer that has designed a scalable microreactor that can run on widely available LEU fuel and off-the-shelf components and is on track for commercialization in the U.S. by 2028. The proceeds from this transaction are expected to provide us with more than sufficient capital to complete the NRC licensing process and build and operate our FOAK reactor, positioning us for accelerated growth. Thank you to all the shareholders that have invested in our vision – we are confident that we have the right technology, team, and strategy in place to deliver long-term value for investors, customers, and the communities we serve.”
Giordano Morichi, Partner, Chief Business Development Officer & Investor Relations at Terra Innovatum, added, “The strength of our balance sheet at close will enable us to not only bring SOLO™ to market, but also to support scaling our commercial operations and strengthening our supply chain, which has already been established. We are particularly proud to have the backing of thousands of investors worldwide who believe in our mission, our technology, and our ability to deliver clean, reliable nuclear energy.”
Subject to the satisfaction or waiver of certain closing conditions, the Business Combination is expected to close in the coming days. The post-combination company will operate under the name Terra Innovatum Global N.V., and its ordinary shares are expected to trade on Nasdaq under the ticker symbol “NKLR,” subject to the satisfaction of all other listing conditions.
ABOUT GSR III
GSR III Acquisition Corp. is a blank check company incorporated in the Cayman Islands with the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses. GSRT is led by a highly experienced sponsor team with a strong track record in SPAC transactions, having previously sponsored two SPACs and advised on over 20 successful SPAC completions. The company’s management team includes Co-Chief Executive Officers Mr. Gus Garcia and Mr. Lewis Silberman, President and Chief Financial Officer Mr. Anantha Ramamurti, and Chief Business Development Officer Mr. Yuya Orime.
ABOUT TERRA INNOVATUM & SOLO™
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.
What did GSRT shareholders approve on October 7, 2025 regarding Terra Innovatum (GSRT)?
Shareholders approved the business combination between Terra Innovatum and GSRT on October 7, 2025, clearing key proposals presented at the meeting.
How much financing will Terra Innovatum receive at close and what is it for (GSRT/NKLR)?
The transaction is expected to provide $130 million in trust and equity financing to support NRC licensing, build a FOAK SOLO™ reactor, and scale commercial operations.
When is Terra Innovatum expecting Nasdaq trading under the ticker NKLR?
Ordinary shares are expected to trade on Nasdaq under NKLR after closing, subject to satisfaction of all listing conditions.
What is Terra Innovatum’s commercialization timeline after the GSRT deal (GSRT/NKLR)?
Management says the SOLO™ microreactor is on track for commercialization in the U.S. by 2028, contingent on licensing and execution.
Are there any immediate investor actions after the GSRT shareholder vote?
GSRT is no longer accepting redemption reversal requests; closing is expected in the coming days subject to closing conditions.
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