0001213900-26-068933 | 10-K | XBRL Viewer | Terra Innovatum Global NV

Shareholder’s Deficit (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 16, 2025 shares	Apr. 21, 2025	Dec. 31, 2025 USD ($) shares	Dec. 31, 2025 € / shares shares	Dec. 31, 2025 $ / shares shares	Nov. 13, 2025 shares	Oct. 09, 2025 $ / shares	Dec. 31, 2024 € / shares shares
Shareholder’s Deficit [Line Items]
Authorized to issue				500,000,000	500,000,000			500,000,000
Par value (in Euro per share) \| € / shares				€ 0.01				€ 0.01
Convertible preferred shares				8,040	8,040
Per share (in Euro per share) \| € / shares				€ 100				€ 100
Ordinary shares vested			274,750
Ordinary shares unvested			274,750
Number of votes			10,000
Ordinary Shares			80,000,000
Aggregate nominal value of preferred shares percentage				1.00%	1.00%
Convertible Preferred shares	20
Convertible preferred shares into ordinary sharees				110,226,198	110,226,198			47,500,000
Legally outstanding			4,000
Compensation cost recognized (in Dollars) \| $			$ 6,049
Common stock price (in Dollars per share) \| $ / shares							$ 15
Board of Directors Chairman [Member]
Shareholder’s Deficit [Line Items]
Ordinary Shares			10,000
Maximum [Member]
Shareholder’s Deficit [Line Items]
Convertible preferred shares into ordinary sharees				40,000,000	40,000,000
Risk-free interest rate			4.67%
Minimum [Member]
Shareholder’s Deficit [Line Items]
Convertible preferred shares into ordinary sharees				200,000	200,000
Risk-free interest rate			3.41%
Class B Ordinary Shares [Member] \| Business Combination, Series of Individually Immaterial Business Combinations [Member]
Shareholder’s Deficit [Line Items]
Ordinary shares issued			549,500
SPAC Financial Advisor Equity [Member]
Shareholder’s Deficit [Line Items]
Convertible Preferred shares				925,000	925,000
Convertible preferred shares into ordinary sharees	200,000
Common stock price (in Dollars per share) \| $ / shares					$ 4.62
Estimated volatility			125.00%
Risk-free interest rate			3.84%
Share-based compensation expense (in Dollars) \| $			$ 6,049
Remaining shares	20			20	20
SPAC Financial Advisor Equity [Member] \| Maximum [Member]
Shareholder’s Deficit [Line Items]
Convertible preferred share carries				40	40
SPAC Financial Advisor Equity [Member] \| Minimum [Member]
Shareholder’s Deficit [Line Items]
Convertible preferred share carries				20	20
Vesting Sponsor Shares [Member]
Shareholder’s Deficit [Line Items]
Vesting sponsor shares	50.00%	25.00%
Sponsor shares	274,750
Remaining of Percentage	50.00%
Liability-Classified Convertible Preferred Shares [Member]
Shareholder’s Deficit [Line Items]
Convertible Preferred shares				8,000	8,000	4,000
Convertible preferred shares into ordinary sharees						40,000,000

Business Combination

12 Months Ended

Dec. 31, 2025

Business Combination [Abstract]

Business Combination

Note 2. Business Combination

On April 21, 2025, GSR III, Legacy Terra, Terra Innovatum Global Srl., Terra MergerCo, and certain other parties entered into a business combination agreement, as amended (the “Business Combination Agreement”). GSR III held an extraordinary general meeting of shareholders on October 7, 2025 (the “Special Meeting”), at which GSR III shareholders approved the transactions contemplated by the Business Combination Agreement. Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, the business combination was consummated on October 9, 2025 (the “Closing Date,” and such consummation, the “Closing”).

Terra Pre-Closing Restructuring

Prior to the Closing, Legacy Terra completed a series of restructuring transactions (the “Terra Pre-Closing Restructuring”) to establish a holding company structure.

On April 29, 2025, Legacy Terra formed Terra Innovatum Global Srl. with the same quotaholders in the same ownership percentages as Legacy Terra. On June 23, 2025, the quotaholders contributed 100% of their respective quotas in Legacy Terra to Terra Innovatum Global Srl (the “Contribution”), resulting in Legacy Terra becoming a wholly owned subsidiary of Terra Innovatum Global Srl. Subsequently, Terra Innovatum Global Srl. formed Terra MergerCo (“MergerCo”) as a wholly owned subsidiary for the sole purpose of effecting the business combination. On October 7, 2025, Terra Innovatum Global Srl. completed a cross-border conversion into Terra Innovatum Global N.V., the Company.

In connection with the cross-border conversion, each issued and outstanding quota of Terra Innovatum Global Srl was converted into:

●

475,000 Terra ordinary shares per quota (the “Common Conversion Ratio”), and

●

80 Convertible Preferred Shares (the “Convertible Preferred Shares”) per quota (the “Preferred Conversion Ratio”).

As a result of the conversion of 100 quotas at the Common Conversion Ratio, 47,500,000 Terra ordinary shares were issued to former Terra Innovatum Global Srl. quotaholders.

The Terra Pre-Closing Reorganization was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50. Accordingly, assets and liabilities were recorded at historical carrying amounts, no goodwill or gain or loss was recognized. As the reorganization resulted in a change in the reporting entity, the consolidated financial statements have been retrospectively adjusted to include the historical financial results of Legacy Terra, the Company’s predecessor, for all periods presented, as if the current corporate structure had been in effect since the earliest period presented.

PIPE Financing

In connection with the Business Combination, in September 2025 and October 2025, GSR III entered into subscription agreements (the “PIPE Subscription Agreements”) with certain accredited investors (the “Subscribers”), pursuant to which GSR III agreed to issue and sell, in a private placement (the “PIPE Financing”), Terra ordinary shares (the “PIPE Shares”) at a purchase price of $10.00 per share. In connection with the PIPE Financing, GSR III also agreed to issue warrants to purchase Terra ordinary shares, consisting of (i) warrants exercisable at $12.00 per share (the “Half Warrants”), issued at a ratio of one Half Warrant for every two PIPE Shares, and (ii) warrants exercisable at $16.00 per share (the “Quarter Warrants”), issued at a ratio of one Quarter Warrant for every four PIPE Shares (together with the Half Warrants, the “PIPE Warrants”). The PIPE Warrants are exercisable immediately upon issuance and have a term of five years from the date of issuance. Upon the Closing, the Company assumed GSR III’s rights and obligations under the PIPE Subscription Agreements and PIPE Warrants.

Closing of the Business Combination

At the effective time of the Closing, MergerCo merged with and into GSR III, the separate corporate existence of MergerCo ceased, and GSR III survived the Business Combination as a wholly owned subsidiary of the Company. Each issued and outstanding GSR III Class A and Class B ordinary share outstanding immediately prior to the Closing was converted into one Terra ordinary share on a one-for-one basis. In addition, each whole GSR III right outstanding immediately prior to the Closing automatically converted into one GSR III Class A ordinary share immediately prior to the Closing, which then converted into one Terra ordinary share at Closing. Certain GSR III public shareholders elected to redeem their shares for cash in accordance with GSR III’s governing documents.

In connection with the Closing and related arrangements, the following equity instruments were issued or became issuable:

●

47,500,000 Terra ordinary shares were issued to former Terra Innovatum Global Srl. quotaholders;

●

21,176,965 Terra ordinary shares were issued to GSR III public shareholders, the sponsor and related parties, and other investors on a one-for-one basis for GSR III Class A and Class B ordinary shares and exercised rights, net of redemptions;

●

549,500 Terra ordinary shares held by the Sponsor (converted from GSR III Class B ordinary shares) became subject to vesting and forfeiture conditions tied to post-Closing milestones.

●

8,000 Convertible Preferred Shares were issued to former Terra Innovatum Global Srl. quotaholders, contingently convertible into up to 80,000,000 Terra ordinary shares subject to market-based, regulatory, and performance-based milestones;

●

Pursuant to a financial advisory arrangement, the Company paid Park Avenue Capital Group Corp. (“PAC”) a $2,500 cash success fee at Closing and issued to PAC (i) 223,000 Terra ordinary shares as a success-based fee, (ii) a warrant exercisable for up to 1,000,000 Terra ordinary shares at an exercise price of $7.00 per share, and (iii) 40 Terra Convertible Preferred Shares that are contingently convertible into 400,000 Terra ordinary shares under milestone-based conditions generally consistent with those applicable to the Convertible Preferred Shares issued to former Terra Innovatum Global Srl. quotaholders.

●

Convertible bridge loans (including principal and accrued interest) outstanding at Closing converted into 851,483 Terra ordinary shares at a conversion price of $7.00 per share, and the Company issued warrants to bridge lenders exercisable at $11.50 and $15.00 per share with a term of 36 months from the Closing.

Concurrent with the Closing, the Company entered into a registration rights agreement granting certain holders registration rights with respect to their shares and other equity securities.

Total proceeds received from the Business Combination and PIPE Financing, net of redemptions and transaction costs, totaled approximately $106,713. Proceeds from the business combination include cash acquired from GSR III upon the Closing.

Accounting Treatment

The Business Combination was accounted for as a recapitalization by way of an asset acquisition in accordance with U.S. GAAP, as management determined that GSR III did not meet the definition of a business under ASC 805 because its assets consisted primarily of cash and investments held in trust and it did not have substantive operations.

Terra, which is controlled by legacy Terra Innovatum Global Srl. quotaholders, has been determined to be the accounting acquirer based on the following:

●

Legacy Terra Innovatum Global Quotaholders held a majority of the voting interest in the Company, with 67.6% of the voting power held by legacy Terra Innovatum Global Quotaholders at Closing.

●

All of the senior management of the Company will come from the senior management of Terra Innovatum.

●

Terra Innovatum will appoint a majority of the directors to the Board of Directors.

●

The intended strategy of the Company will be to continue to focus on Terra Innovatum’s core service offerings.

Accordingly, the transaction was treated as the equivalent of Terra issuing equity interests in exchange for the net monetary assets of GSR III, with the net assets of GSR III recorded at their historical carrying values, which approximate fair value, and no goodwill or other intangible assets recognized.

Accordingly, the consolidated assets, liabilities, and results of operations presented are those of the Company, and the shares and corresponding per-share amounts (including loss per share) for all prior periods have been retroactively restated to reflect the share exchanges and recapitalization described above.

The following table presents the total the Company’s ordinary shares outstanding immediately after the Closing:

	Shares
Ordinary Shares held by Terra Innovatum Global Quotaholders		47,500,000
Ordinary Shares held by GSR III public shareholders		11,810,108
Ordinary Shares held by Sponsor and related parties of Sponsor		6,232,857
Ordinary Shares held by unrelated third parties		1,074,483
Ordinary Shares underlying the PIPE Financing		3,683,500
Total Ordinary Shares		70,300,948

Includes 6,232,857 shares issued to the Sponsor and related parties at the Closing, of which 549,500 shares (the “Vesting Sponsor Shares”) are subject to vesting and forfeiture conditions pursuant to the Business Combination Agreement. Although legally issued and outstanding, the Vesting Sponsor Shares are not considered outstanding for accounting purposes until the applicable vesting conditions are satisfied.

- Definition

The entire disclosure for business combination.

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+ Details

Organization

12 Months Ended

Dec. 31, 2025

Organization [Abstract]

Organization

Note 1. Organization

Organization

Terra Innovatum Global N.V. (the “Company” or “Terra”) is a Dutch public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands. The Company is registered in the Netherlands, and its legal headquarters is in Lucca Italy, San Marco district at Via Matteo Trenta No. 117.

On October 9, 2025, the Company consummated a business combination with GSR III Acquisition Corp. (“GSR III”) pursuant to a Business Combination Agreement dated April 21, 2025, as amended (the “Business Combination”) (see Note 2 – Business Combination). As a result of the Business Combination, the Company became a publicly traded parent company of the combined organization. The Company’s ordinary shares commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NKLR” on October 10, 2025.

Following the Business Combination, Terra Innovatum Srl. (“Legacy Terra”), the private operating company prior to the Business Combination, continues to operate as a wholly owned subsidiary of the Company.

Nature of Operations

The Company is engaged in the development of nuclear energy technology focused on the design of a micro-modular nuclear reactor known as the SOLO Micro-Modular Nuclear Reactor (“SOLO”). The Company’s activities are currently centered on engineering design, technology validation, regulatory engagement, and supply chain planning related to the SOLO reactor. The SOLO reactor is designed to generate approximately 1 megawatt electric (“MWe”) of baseload power through a gas-cooled system utilizing commercially available low enriched uranium (“LEU”). The reactor design contemplates extended operating cycles, including refueling capabilities, subject to regulatory approval.

As of December 31, 2025, the Company has completed the conceptual and detailed design phases of the reactor and has validated certain key technological components. The Company has initiated pre-application engagement with the U.S. Nuclear Regulatory Commission (“NRC”) and is progressing through regulatory and licensing activities required for future construction and operation. The Company has not yet constructed a commercial reactor and has not generated revenues from operations. All activities to date relate to research and development and preparation for potential future commercialization.

Risks and Uncertainties

The Company is an early-stage nuclear energy technology company and has not generated revenue from its principal activities. The Company’s current activities involve significant risks and uncertainties, including, but not limited to, its ability to obtain required regulatory approvals for its reactor technology and its ability to secure additional financing to fund operations through commercialization. The regulatory approval process for nuclear technologies is complex, time-consuming, and subject to factors beyond the Company’s control. In addition, the Company will require substantial additional capital to complete development and achieve commercialization, and there can be no assurance that such financing will be available on acceptable terms, or at all. These factors raise significant risks and uncertainties that could materially impact the Company’s future operations and financial condition.

Commitments and Contingencies (Details) € / shares in Units, € in Thousands, $ in Thousands												12 Months Ended
	Oct. 23, 2026 USD ($)	Apr. 30, 2026	Jan. 01, 2026 USD ($)	Nov. 30, 2025	Nov. 13, 2025 shares	Oct. 31, 2025 USD ($)	Oct. 27, 2025 USD ($)	Oct. 09, 2025 shares	Sep. 30, 2025 USD ($)	Aug. 21, 2025 shares	Mar. 15, 2025 USD ($)	Dec. 31, 2025 USD ($) shares	Dec. 31, 2025 EUR (€) € / shares shares	Dec. 31, 2024 USD ($) shares	Oct. 16, 2025 shares
Commitment and Contingencies [Line Items]
Shares issued (in Shares) \| shares												110,226,198	110,226,198	47,500,000
Monthly Fee												$ 25
Number of working hours												84 hours	84 hours
Other fees												$ 17
Service fees												4
Business-development fees												$ 5
Service fee Percentage												3.00%	3.00%
Cash fee						$ 600			$ 150
Advisory fee						700
Total consideration (in Euro) \| €													€ 433
Each consideration (in Euro per share) \| € / shares													€ 108.25
Price payable percentage				10.00%
Percentage of man-hours				5.00%
SPAC Financial Advisory Services Agreement [Member]
Commitment and Contingencies [Line Items]
Shares issued (in Shares) \| shares								223,000							200,000
Combined shares (in Shares) \| shares								10,000
Success fee												$ 2,500
Milestone fee												$ 225
Retainer fee														$ 50
LOI signature fee														$ 25
Advisory Services Agreements [Member] \| Forecast [Member]
Commitment and Contingencies [Line Items]
Exercisable period		60 days
Investor Relations [Member]
Commitment and Contingencies [Line Items]
Number of working hours												50 hours	50 hours
Investor Relations and Advisory Services Agreements [Member]
Commitment and Contingencies [Line Items]
Number of working hours												14 hours	14 hours
September 22, 2025 Capital Markets Advisory Agreement [Member]
Commitment and Contingencies [Line Items]
Cash fee									$ 125
October Capital Markets Advisory Agreement [Member]
Commitment and Contingencies [Line Items]
Cash fee						600
Cash fee						300
October 23, 2025 Capital Markets Advisory Agreement [Member]
Commitment and Contingencies [Line Items]
Cash fee						300
Advisory fee						233					$ 233
October 27, 2025 Capital Markets Advisory Agreement [Member]
Commitment and Contingencies [Line Items]
Advisory fee						$ 350	$ 105
Senior Advisor Agreement [Member]
Commitment and Contingencies [Line Items]
Grants of Restricted Shares (in Shares) \| shares										180,000
Commission Percentage										1.00%
Subsequent Event [Member] \| October 23, 2025 Capital Markets Advisory Agreement [Member]
Commitment and Contingencies [Line Items]
Advisory fee	$ 233
Subsequent Event [Member] \| October 27, 2025 Capital Markets Advisory Agreement [Member]
Commitment and Contingencies [Line Items]
Advisory fee			$ 245
Convertible Preferred Stock [Member] \| SPAC Financial Advisory Services Agreement [Member]
Commitment and Contingencies [Line Items]
Conversion of shares (in Shares) \| shares					20			40
Business-Development [Member] \| Investor Relations and Advisory Services Agreements [Member]
Commitment and Contingencies [Line Items]
Number of working hours												20 hours	20 hours

Bridge Loans

12 Months Ended

Dec. 31, 2025

Bridge Loans [Abstract]

Bridge Loans

Note 7. Bridge Loans

Issuance and Terms (Pre-Business Combination)

During May, June, August and September 2025, Terra Innovatum Global Srl. entered into unsecured note subscription agreements (the “Bridge Loans”) with multiple lenders for aggregate gross proceeds of $5,690. The Bridge Loans bear interest at a fixed annual rate of 15%, payable-in-kind- (“PIK”) on the outstanding principal, and mature one year from their issuance dates. The Bridge Loans provided for mandatory early redemption upon consummation of a qualifying business combination. A portion of the Bridge Loans was issued to certain related parties. A portion of the Bridge Loans totaling $690 in aggregate principal was issued to certain employees of GSR III who were related parties prior to the Business Combination. Bridge Loans issued to related parties were on the same terms and conditions as those issued to third-party lenders.

The Company incurred a total debt discount of $4,318 for the Bridge Loans as a result of the allocation of proceeds to the warrants that were to be issued following consummation of the Merger, and incurred total debt issuance costs of $14 which were amortized over the term of the loans using the effective interest method or the straight-line method, applicable. Interest expense, including expense related to PIK interest of $251 and amortization of debt discount of $1,198 offset by approximately $23 related to foreign exchange differences, for the year ended December 31, 2025 totaled $1,426.

In 2025, Terra Innovatum Global Srl. executed letter agreements providing that, upon completion of the Business Combination, all outstanding principal and accrued PIK interest would automatically convert into ordinary shares at a fixed price of $7.00 per share (the “Bridge Loan Conversion”). If the Business Combination did not occur by April 30, 2026, the conversion price would be based on a valuation of $100,000 divided by the fully diluted equity of Terra Innovatum Global Srl. The agreements also provided lenders a liquidation preference on shares received upon conversion, which terminated upon consummation of the Business Combination.

August and September 2025 Amendments (Pre-Business Combination)

In August 2025, the Bridge Loan agreements were amended to (i) limit the liquidation preference to apply only upon termination of the Business Combination, (ii) define the coverage amount as 100% of the total number of shares issued upon conversion, and (iii) require the Company, upon a successful business combination, to issue two sets of warrants to the lenders, with exercise prices of $11.50 and $15.00 per share, each exercisable for 36 months and with no anti-dilution provisions. In addition, lenders were entitled to a 3% PIPE fundraising commission, payable in cash or ordinary shares.

Pre-Closing Accounting

Prior to Closing, the Bridge Loans and related terms were recognized by Terra Innovatum Srl. and are included in the Company’s consolidated financial statements for the periods presented prior to the Business Combination. The Company recorded (i) 15% PIK interest as interest expense, (ii) amortization of debt discounts and issuance costs using the effective interest method or the straight-line method, as applicable, and (iii) changes in fair value in other income (expense). See Note 8 - Fair Value Measurements for valuation information and Note 2 - Business Combination regarding the accounting acquirer and transaction structure.

In connection with the Bridge Loans, the Company issued warrants to the lenders (see Note 9 — Warrants). The warrants were classified as liabilities and recorded at fair value. As the fair value of the warrant liabilities exceeded the aggregate proceeds received, certain proceeds were allocated to the warrant liabilities, resulting in the Bridge Loans being recorded at an initial carrying value of zero and a day-one loss of $1,363 recognized in other income (expense).

Conversion and Warrants Issued at Closing

Upon the Closing of the Business Combination on October 9, 2025, all outstanding principal, unamortized debt issuance cost and accrued PIK interest under the Bridge Loans automatically converted into 851,483 ordinary shares at $7.00 per share. In connection with the conversion, the Company issued warrants to purchase up to 851,483 ordinary shares at $11.50 per share and up to 851,483 ordinary shares at $15.00 per share, each exercisable for 36 months from Closing (see Note 9 – Warrants for more information). As a result of the conversion on October 9, 2025, no Bridge Loans remained outstanding as of December 31, 2025.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Cybersecurity Risk Management and Strategy Disclosure

12 Months Ended

Dec. 31, 2025

Cybersecurity Risk Management, Strategy, and Governance [Line Items]

Cybersecurity Risk Management Processes Integrated [Text Block]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

We have been actively developing and implementing a comprehensive, company-wide cybersecurity program grounded in industry best practices. Our management team proactively evaluates our threat landscape, which includes risks from sophisticated cyber-attacks, ransomware, social engineering, and potential system failures resulting from human or technological error. Given the nature of our business in the nuclear energy sector, we are attentive to the cybersecurity threat landscape applicable to critical infrastructure and energy companies, and we design our cybersecurity program to address sector-specific risks. We maintain processes to oversee and identify cybersecurity risks associated with our use of third-party service providers, including through security assessments and contractual requirements. We periodically engage third-party consultants to assist with security assessments and program enhancements.

To mitigate these risks, we employ a multi-layered defense strategy designed to protect the integrity of our data and operational technology. Key components of our cybersecurity program include:

●

Threat Detection & Prevention: Deployment of enterprise-grade antivirus and endpoint detection software to identify and neutralize unauthorized intrusions.

●

Vulnerability Management: A patch management protocol to ensure all software and critical systems are updated against known vulnerabilities in a timely manner.

●

Incident Response: While we maintain internal monitoring, we are developing protocols to engage third-party cybersecurity experts and legal counsel should a significant incident be detected, ensuring a rapid and comprehensive response.

As of the date of this report, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, we cannot guarantee that we will not experience a material cybersecurity incident in the future.

Board Oversight

While cybersecurity risk is part of our general risk management framework, cybersecurity oversight is provided our Board of Directors through the Audit Committee. Management reports cybersecurity matters to the Audit Committee on a periodic basis. Day-to-day cybersecurity activities are led by the Chief Operating Officer in the US and the Chief Technology Officer for European activities. Management is responsible for implementing our cybersecurity policies, monitoring threats, and escalating significant matters to our Board of Directors or Audit Committee.

Cybersecurity Risk Management Processes Integrated [Flag]

true

Cybersecurity Risk Role of Management [Text Block]

Our management team proactively evaluates our threat landscape, which includes risks from sophisticated cyber-attacks, ransomware, social engineering, and potential system failures resulting from human or technological error.

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Management Third Party Engaged [Flag]

true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]

false

Cybersecurity Risk Board of Directors Oversight [Text Block]

While cybersecurity risk is part of our general risk management framework, cybersecurity oversight is provided our Board of Directors through the Audit Committee.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

Management reports cybersecurity matters to the Audit Committee on a periodic basis.

Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

Management is responsible for implementing our cybersecurity policies, monitoring threats, and escalating significant matters to our Board of Directors or Audit Committee.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]

true

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Measurements [Abstract]

Schedule of Changes in the Estimated Fair Value of the Financial Instruments using Significant Level 3 Inputs

The following tables provide a summary of changes in the estimated fair value of the Share-Settled Contingent Liability using significant Level 3 inputs:

Balance - January 1, 2025	$	-
Issuance of Share-settled Contingent Liability		1,250,223
Settlements/derecognition to equity upon milestone achievement		(514,510	)
Gain recognized in earnings due to change of fair value, net of foreign currency remeasurement impact		(559,967	)
Foreign currency translation		10,577
Balance - December 31, 2025	$	186,323

Schedule of Estimated the Fair Value of Bridge Package Contingent Warrants

The Company estimated the fair value of the Share-Settled Contingent Liability using the Monte Carlo option pricing model with the following inputs:

Weighted average expected term (years)	6.8
Weighted average expected volatility	125.0	%
Risk-free interest rate	3.41 - 4.67	%
Dividend yield	0	%

Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants

The following table summarizes the significant assumptions used in the valuation of the liability-classified warrants as of December 31, 2025:

	PIPE Warrant			Bridge Loan Warrant
Weighted average expected term (years)		4.78			2.78
Weighted average expected volatility		125.0	%		125.0	%
Risk-free interest rate		3.6	%		3.5	%
Dividend yield		0	%		0	%

Fair Value Measurements - Schedule of Estimated the Fair Value of Bridge Package Contingent Warrants (Details)	12 Months Ended
	Dec. 31, 2025
Schedule of Estimated the Fair Value of Bridge Package Contingent Warrants [Line Items]
Weighted average expected term (years)	6 years 9 months 18 days
Weighted average expected volatility	125.00%
Dividend yield	0.00%
Minimum [Member]
Schedule of Estimated the Fair Value of Bridge Package Contingent Warrants [Line Items]
Risk-free interest rate	3.41%
Maximum [Member]
Schedule of Estimated the Fair Value of Bridge Package Contingent Warrants [Line Items]
Risk-free interest rate	4.67%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 09, 2025	Dec. 31, 2025	Oct. 16, 2025	Jun. 23, 2025	Dec. 31, 2024
Business Combination [Line Items]
Ordinary shares issued		110,226,198			47,500,000
Warrants exercisable price per share (in Dollars per share)		$ 15
Warrant execrisable term		5 years
Conversion of the GSR III shares		1
Convertible preferred shares			20
Ordinary shares		80,000,000
Cash success fee (in Dollars)		$ 2,500
Exercise price per share (in Dollars per share)		$ 11.5
Conversion price per share (in Dollars per share)	$ 15
Net of redemption transaction costs (in Dollars)		$ 106,713
Bridge loans [Member]
Business Combination [Line Items]
Conversion shares	851,483	851,483
Warrants exercisable price per share (in Dollars per share)		$ 11.5
Conversion price per share (in Dollars per share)	$ 7	$ 7
Exercisable warrant term		36 months
Half Warrants [Member]
Business Combination [Line Items]
Warrants exercisable price per share (in Dollars per share)		$ 12
Number of warrant PIPE		2
Quarter Warrants [Member]
Business Combination [Line Items]
Warrants exercisable price per share (in Dollars per share)		$ 16
Number of warrant PIPE		4
Park Avenue Capital Group Corp. [Member]
Business Combination [Line Items]
Ordinary shares issued		223,000
Warrant Exercisable		1,000,000
Terra Innovatum Global Srl [Member]
Business Combination [Line Items]
Ordinary shares issued		47,500,000
Vesting Sponsor Shares [Member]
Business Combination [Line Items]
Vesting sponsor shares issued		6,232,857
Vesting sponsor shares		549,500
Terra Innovatum Global Srl [Member]
Business Combination [Line Items]
Conversion shares		475,000
Ordinary shares issued		47,500,000
Convertible preferred shares		8,000
Exercise price per share (in Dollars per share)		$ 7
Convertible preferred shares		40
Percentage of voting interest		67.60%
GSR III Public Shareholders [Member]
Business Combination [Line Items]
Ordinary shares issued		21,176,965
GSR III Public Shareholders [Member] \| PIPE Subscription Agreements [Member]
Business Combination [Line Items]
Ordinary shares purchase price per share (in Dollars per share)		$ 10
Convertible Preferred Stock [Member]
Business Combination [Line Items]
Convertible preferred shares		80
Class B ordinary shares [Member] \| GSR III Public Shareholders [Member]
Business Combination [Line Items]
Terra ordinary shares		549,500
Terra ordinary shares [Member]
Business Combination [Line Items]
Ordinary shares		400,000
Terra Pre-Closing Restructuring [Member] \| Terra Innovatum Global Srl [Member]
Business Combination [Line Items]
Ownership percentage				100.00%

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Legal, accounting and other professional services	$ 947
Wages payable	329	10
Value added tax payable	315
Technical consultancy	238
Directors compensation	113
Corporate and regional taxes payable		11
Other	67
Total accrued expenses and other current liabilities	$ 2,009	$ 21

Summary of Significant Accounting Policies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) Segment	Dec. 31, 2024 USD ($)
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 102,882	$ 69
Other functional currencies	1
Cash	102,882	69
Cash equivalents
Computer equipment, useful life	6 years
Number of operating segement (in Segment) \| Segment	1
Percentage of income tax rate threshold	5.00%
Short-Term Debt [Member]
Summary of Significant Accounting Policies [Line Items]
Term of lease	12 months
Variable Interest Entity [Member]
Summary of Significant Accounting Policies [Line Items]
Ownership percentage of voting interest	100.00%

Business Combination - Schedule of Ordinary Shares Outstanding (Details)	12 Months Ended
	Dec. 31, 2025 shares
Ordinary Shares held by Terra Innovatum Global Quotaholders [Member]
Business Combination [Line Items]
Total Ordinary Shares	47,500,000
Ordinary Shares held by GSR III public shareholders [Member]
Business Combination [Line Items]
Total Ordinary Shares	11,810,108
Ordinary Shares held by Sponsor and related parties of Sponsor [Member]
Business Combination [Line Items]
Total Ordinary Shares	6,232,857
Ordinary Shares held by unrelated third parties [Member]
Business Combination [Line Items]
Total Ordinary Shares	1,074,483
Ordinary Shares underlying the PIPE Financing [Member]
Business Combination [Line Items]
Total Ordinary Shares	3,683,500
Ordinary Shares [Member]
Business Combination [Line Items]
Total Ordinary Shares	70,300,948

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles (“US GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP, as found in the ASC and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the financial statements of Terra Innovatum Global N.V. and its subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements have been prepared on a going concern basis based on the Company’s cash and cash equivalents of $102,882 as of December 31, 2025 and the Company’s budgeted cash flows for the twelve months following the issuance date of June 15, 2026.

Basis of Consolidation

The consolidated financial statements of the Company are presented in U.S. dollars and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company determines whether to consolidate an entity based on whether it has a controlling financial interest under ASC Topic 810, Consolidation (“ASC 810”). A controlling financial interest may be established through either (i) the variable interest entity (“VIE”) model or (ii) voting interest model (“VOE”).

Under the VIE model, an entity is considered a VIE if, among other factors, (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) the equity holders lack the characteristics of a controlling financial interest, or (iii) voting rights are not substantive. The Company consolidates a VIE if it is the primary beneficiary, defined as the party that both (i) has the power to direct the activities that most significantly impact the entity’s economic performance and (ii) has the obligation to absorb losses or the right to receive benefits that could potentially be significant.

If an entity does not meet the definition of a VIE, the Company evaluates consolidation under the voting interest model. Under this model, the Company consolidates entities in which it has a controlling financial interest, generally evidenced by ownership of a majority of the voting interests. The Company has evaluated its legal entities under ASC 810-10-15-14 and determined that none meet the definition of a VIE. Accordingly, the Company applies the voting interest model and consolidates its subsidiaries based on its controlling financial interest, which is evidenced by 100% ownership of the voting interests.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and disclosures of contingencies. Significant estimates include, but are not limited to, the fair value of share-settled contingent liabilities, equity-based compensation, warrant valuations, PIPE Financing valuation, useful lives of long-lived assets, and deferred tax assets and related valuation allowances. Actual results may differ from those estimates.

Foreign Currency Translation and Transaction Gains and Losses

The Company’s reporting currency is the United States Dollar (“$”), while its functional currency is the Euro (“€”), which it uses for conducting business and maintaining its books and records. The accompanying consolidated financial statements are presented in US$.

Monetary assets and liabilities denominated in foreign currencies are remeasured at period-end exchange rates, and resulting foreign exchange gains and losses are recognized in earnings. For such monetary assets and liabilities that are measured at fair value, the Company has elected to present foreign exchange gains and losses arising from remeasurement within the same line item as the change in fair value of the underlying instruments in the consolidated statements of operations, as such amounts are considered an integral component of the overall fair value measurement. For other monetary assets and liabilities not measured at fair value, foreign exchange gains and losses are presented within other income (expense), net in the consolidated statements of operations.

In accordance with ASC 830-30, Translation of Financial Statements, the Company and its subsidiary, Terra Innovatum Srl., translate their assets and liabilities from their functional currency into US$ using the exchange rate at the balance sheet date. Revenues and expenses are translated at the average exchange rate for the reporting period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income (“AOCI”) within the consolidated statements of changes in shareholders’ deficit.

Cash flows are translated at average exchange rates for the reporting period. As a result, the amounts presented in the consolidated statements of cash flows may not directly reconcile with the corresponding changes in balances reported on the balance sheets.

During the year ended December 31, 2025, net foreign currency transaction losses recognized in the consolidated statements of operations and comprehensive income, primarily from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency, totaled approximately $1 and are included in other expense, net.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. The Company had $102,882 and $69 in cash as of December 31, 2025 and 2024, respectively. The Company had no cash equivalents as of December 31, 2025 and 2024.

Other income – Related party

Other income generated from engineering consulting services provided to related parties that are unrelated to the Company’s core business. This income is recognized as the related performance obligations are satisfied.

General and Administrative Costs

General and administrative costs include personnel-related expenses, director and contractor compensation, professional and consulting fees, software subscription and IT costs, office rent, vehicle rentals, and other facility-related expenses, insurance, bank charges, travel and lodging, membership fees, conference and registration costs, advertising and corporate representation costs, taxes and duties, and other governmental fees, depreciation of computer equipment, licenses, trademarks, capitalized development amortization, as well as stock-based compensation. General and administrative costs also include expenses recognized based on the underlying terms of each agreement, whereby milestone-based obligations are recorded when the related milestone is achieved, recurring service arrangements are recognized over time as services are received, and one-time deliverables are expensed at the point in time the service or deliverable is provided.

Development Costs

Development costs represent costs incurred to design and engineer SOLO. These costs include personnel-related expenses (such as salaries, employee benefits and bonuses), software and computing costs, hardware and experimental supplies, and fees for outside engineering, analytical, and consulting services.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets primarily consist of amounts paid in advance for goods or services to be consumed in future periods and other assets expected to be realized within one year. Prepaid expenses are recorded when paid and are expensed on a straight-line or usage-based basis over the periods in which the related benefits are received, in accordance with ASC 340.

Equipment

The Company’s fixed assets are comprised of computer equipment. Computer equipment is stated at cost, net of accumulated depreciation. The Company capitalizes purchases of computer equipment that exceed its capitalization threshold and have a useful life of greater than one year. Depreciation is computed using the straight-line method over the estimated useful life of the asset. For computer equipment, the Company has determined a useful life of 6 years. Depreciation expense is recognized beginning in the month the asset is placed into service. Maintenance and repairs are expensed as incurred, while improvements that extend the useful life or enhance the functionality of the equipment are capitalized. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the respective accounts, and any resulting gain or loss is recognized in the period of disposal.

Leases

The Company applies ASC 842 to all lease arrangements. The Company’s office leases qualify as short-term leases (terms of 12 months or less), for which the Company elected the short-term lease exemption. Accordingly, no right-of-use asset or lease liability is recognized. Lease expense for short-term leases is recognized on a straight-line basis over the lease term.

Fair Value Measurement

The Company measures certain financial assets and liabilities at fair value in accordance with ASC 820. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below:

	Level 1 —	Quoted prices in active markets for identical instruments.

	Level 2 —	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

	Level 3 —	Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement.

Warrants and Derivative Instruments

The Company evaluates warrants and other equity-linked financial instruments, including contingently issuable warrants, under ASC 815-40, Derivatives and Hedging—Contracts in an Entity’s Own Equity, and ASC 480-10, Distinguishing Liabilities from Equity, to determine appropriate classification and subsequent measurement.

Instruments that meet the conditions for equity classification under ASC 815-40 (including being indexed to the Company’s own stock and requiring physical or net share settlement with no provisions that could require cash settlement outside the Company’s control) are classified in equity at issuance and are not subsequently remeasured.

Instruments that do not meet the equity-classification conditions under ASC 815-40 or that otherwise meet liability-classification criteria under ASC 480-10 are classified as liabilities. Such instruments are initially measured at fair value and subsequently remeasured at each reporting date, with changes in fair value recognized in earnings.

In accordance with ASC 815-40, equity-linked instruments that are contingently issuable, exercisable, or settleable are considered issued for accounting purposes when an enforceable contract or arrangement exists, regardless of whether the contingencies have been resolved. Accordingly, contingently issuable warrants entered into prior to the consummation of a business combination (including warrants issuable upon the completion of a de-SPAC transaction) are recognized prior to the de-SPAC, provided that the counterparty has delivered consideration or performed under the arrangement.

Contingently issuable warrants are evaluated at inception to determine whether they qualify for equity classification or represent liability-classified equity-linked instruments prior to resolution of the contingency. Liability-classified contingent warrants are initially measured at fair value on the issuance date and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings, until the contingency is resolved or equity classification becomes appropriate.

Upon resolution of a contingency for instruments that qualify for equity classification, any previously liability-classified warrants are reclassified to equity at their fair value on the resolution date and are not remeasured thereafter.

The Company also evaluates whether warrants or other equity-linked instruments contain foreign-currency-denominated exercise prices or other cross-currency features. Instruments that are not indexed to the Company’s functional currency, as determined under ASC 815-40, are classified as liabilities and measured at fair value, with changes recognized in earnings.

Share-settled Contingent Liability

The Company enters into arrangements that require settlement through the issuance of its ordinary shares upon the occurrence of specified contingent events. The Company evaluates such arrangements to determine the appropriate classification as either a liability or equity in accordance with ASC 480-10, Distinguishing Liabilities from Equity, and ASC 815-40, Contracts in Entity’s Own Equity. An obligation is classified as a liability when the arrangement requires settlement for a fixed or determinable monetary amount through the issuance of a variable number of shares or otherwise does not meet the criteria for equity classification.

Share-settled contingent liabilities are initially recorded at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value including the effect of foreign exchange translation, recognized in “change in fair value – share settled contingent liability” in the consolidated statements of operations and comprehensive income. The liability is derecognized upon settlement or extinguishment of the underlying obligation.

The determination of fair value requires management judgment and the use of significant estimates, including assumptions regarding the expected term of the contingent obligation (i.e., the estimated period until the contingency is resolved or the award settles), the Company’s stock-price volatility over that expected term, the probability of achieving any relevant performance or market conditions, and appropriate discount rates. Expected term is based on the contractual term of the arrangement, adjusted as necessary for management’s expectations about the timing of settlement events.

Convertible Preferred Shares

Preferred shares that contain settlement features not solely indexed to the Company’s own stock, or that may require issuing a variable number of ordinary shares, are classified as liabilities and remeasured at fair value each period. Preferred shares that require or permit settlement solely in equity instruments and meet equity classification criteria are recorded in permanent equity.

Debt Instruments

The Company records Bridge Loans (as defined in Note 7 – Bridge Loans) and other debt instruments at amortized cost in accordance with ASC 470, Debt. Debt is initially recognized net of original issue discounts and debt issuance costs, which are amortized using the effective interest method over the contractual term. PIK interest is accrued as incurred, added to the principal balance, and recognized in interest expense.

Upon conversion of debt into equity pursuant to the contractual terms (e.g., at the closing of a business combination), the carrying amount of the debt—including principal, accrued PIK interest, and unamortized discounts and issuance costs—is derecognized and reclassified to equity, and no gain or loss is recognized, consistent with ASC 470-20-40-4.

Equity-based Compensation

The Company accounts for equity-based awards granted to employees, directors, and nonemployees in accordance with ASC 718, Compensation-Stock Compensation. Equity-based awards are measured at their grant-date fair value and recognized as compensation cost over the requisite service period. Fair value is determined using the Black-Scholes option-pricing model, the Monte Carlo valuation model, or other appropriate valuation techniques depending on terms of the award.

Employee and Director Awards

Equity-based awards granted to employees and directors that contain service conditions are recognized as compensation expense over the requisite service period using either a straight-line or graded vesting attribution method, based on the terms of the award. For employee and director awards with cliff-vesting provisions, compensation cost is recognized on a straight-line basis over the requisite service period.

Nonemployee Awards

Equity-based awards granted to nonemployees are accounted for on the same measurement basis as employee awards and are measured at grant-date fair value once the performance or service criteria for grant-date classification are met. However, compensation cost for nonemployee awards is recognized over the period in which the goods or services are provided, using an attribution method consistent with the pattern in which the related goods or services are received, as if the Company had paid cash for those goods or services. The Company applies judgment in determining the appropriate attribution method for nonemployee awards, and the straight-line or graded vesting attribution election applicable to employee awards does not apply to nonemployee awards.

The Company accounts for forfeitures as they occur.

The Company determines the grant date fair value of nonemployee awards using a Black-Scholes option pricing model that requires management to make assumptions and judgments including, but not limited to the following:

●

Expected term: The estimate of the expected term of awards is determined in accordance with the simplified method which estimates the term based on an averaging of the vesting period and contractual term of the option grant for employee awards. The Company uses the contractual term for non-employee awards.

●

Expected volatility. The Company determines the expected volatility by weighing the historical average volatilities of publicly traded industry peers and its own trading history. The Company intends to continue to consistently apply this methodology using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own common share price becomes available, unless circumstances change such that the identified companies are no longer similar to the Company, in which case more suitable company stock prices that are publicly available would be utilized in the calculation.

●

Risk-free interest rate: The risk-free interest rate used to value nonemployee awards is based on the United States Treasury yield in effect at the time of grant for a period consistent with the expected term of the award.

●

Dividend yield: The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends for the foreseeable future.

●

Forfeiture rate: Stock-based compensation expense is reduced for forfeitures only when they occur.

●

Fair value of Common Stock: The closing price of the Company’s common shares on Nasdaq is used as the fair value of the common shares.

Related Party Transactions

Transactions with related parties are measured at the exchange amount, which is the amount established and agreed to by the related parties. The Company discloses material related-party transactions, including loans, engineering agreements, leases, and service arrangements. Related-party transactions are reviewed by management for reasonableness; however, such transactions may not be conducted at terms equivalent to those that prevail in arm’s-length transactions.

Concentration of Credit and Supplier Risk

The Company maintains cash deposits with financial institutions that may exceed federally insured limits. The Company is also dependent on a limited number of specialized engineering and nuclear-technology vendors. The loss of any such vendor could have a material impact on operations.

Commitments and Contingencies

The Company records a liability for loss contingencies when it is probable that a loss has been incurred and the amount is reasonably estimable. Gain contingencies are recognized only when realized.

Comprehensive Income

ASC 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive (loss) income, as presented in the accompanying consolidated statements of changes in shareholders’ deficit, consists of changes in unrealized gains and losses on foreign currency translation.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur if potential ordinary shares were issued and is computed in accordance with ASC 260, Earnings Per Share. Potential ordinary shares may include, among others, contingently issuable shares and warrants evaluated under the treasury stock method, if dilutive.

Segments

The Company operates and manages its business as a single operating segment. Operating segments are identified based on the information reviewed by the Company’s chief operating decision maker (“CODM”) for purposes of allocating resources and assessing performance. The Company has determined that its chief executive officer and founding officers, acting collectively, constitute the CODM.

The CODM reviews financial information on a consolidated basis, including consolidated statements of operations, balance sheets, cash flows, and key expense metrics, such as general and administrative expenses and development costs. Discrete financial information is not prepared or reviewed by product line, function, or geographic area. As a result, the Company has one operating segment, which is also its single reportable segment.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in enacted tax rates is recognized in income in the period that includes the enactment date (ASC 740-10-45-15).

The Company provides a valuation allowance when it believes that its deferred tax assets are not recoverable based on an assessment of estimated future taxable income that incorporates ongoing, prudent and feasible tax-planning strategies, that would be implemented, if necessary, to realize the deferred tax assets. Amounts recorded for valuation allowances require judgments about future income which can depend heavily on estimates and assumptions. All deferred tax assets and liabilities within the same tax jurisdiction are presented as a net amount in the noncurrent deferred tax assets or noncurrent deferred tax liabilities sections of our consolidated balance sheet.

The Company applies the recognition and measurement provisions of ASC 740-10-25 with respect to uncertain tax positions. A tax benefit is recognized only when it is more likely than not (a likelihood of more than 50%) that the position will be sustained upon examination by the relevant taxing authority based on its technical merits. The amount of tax benefit recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

Classification of interest and penalties (ASC 740-10-45-25). The Company has elected to classify interest accrued on underpayments of income taxes and penalties related to uncertain tax positions as a component of income tax expense in the consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included within income taxes payable (or other non-current tax liabilities, as applicable) on the consolidated balance sheet. This policy is applied consistently across all jurisdictions in which the Company operates.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“the JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things: (i) a disaggregated effective tax rate reconciliation using both percentages and reporting currency amounts, with separate disclosure of items meeting or exceeding a 5% threshold; and (ii) disaggregated income taxes paid by jurisdiction. The Company adopted ASU 2023-09 for the annual period ending December 31, 2025, on a prospective basis in accordance with ASC 740-10-65-9. The adoption affected only the Company’s income tax disclosures and had no impact on its consolidated financial position, results of operations, or cash flows.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Subsequently, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of this guidance. ASU 2024-03 requires enhanced disclosure regarding specific expense categories, such as inventory costs, employee compensation, and depreciation, within the notes to the financial statements. The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance allows for either prospective or retrospective application. The Company does not expect the adoption of this pronouncement to have a material impact to its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (ASU 2025-07), which refines the scope of Topic 815 by clarifying which contracts are subject to derivative accounting and expands the scope exception for certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods within those annual reporting periods. Early adoption permitted. The Company is currently evaluating the impact of the adoption of this pronouncement, if any.

Net Income Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Net Income Per Share [Abstract]

Schedule of Basic and Diluted Net Income (Loss) Per Share

Basic and diluted net income (loss) per share attributable to ordinary shareholders were calculated as follows (in thousands except share and per share amounts):

	For The Years Ended December 31,
	2025		2024
Numerator:
Net income (loss)	$	539,524	$	(34	)
Denominator:
Weighted-average ordinary shares outstanding - basic		55,407,007		47,500,000
Weighted average effect of potentially dilutive securities:
Effect of potentially dilutive warrants		13,635		-
Weighted-average ordinary shares outstanding - dilutive		55,420,642		47,500,000

Net income per share attributable to ordinary shareholders:
Basic	$	9.74	$	-
Diluted	$	9.74	$	-

Bridge Loans (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 09, 2025	May 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Bridge Loans [Line Items]
Gross proceeds		$ 5,690
Annual interest rate			15.00%
Loans mature			1 year
Amount of the loan to related parties			$ 690
Debt discount value			4,318
Debt issuance costs			14
PIK interest amount			251
Amortization of debt discount			1,198
Foreign exchange differences			23
Interest expense			$ 1,426
Price per share (in Dollars per share)	$ 15
Coverage percentage			100.00%
Exercise price per share (in Dollars per share)			$ 11.5
Commission on funds percentage			3.00%
Issuance of the debt			$ 5,690
Conversion of shares (in Shares)	851,483
Bridge Loan Agreements [Member]
Bridge Loans [Line Items]
Price per share (in Dollars per share)			$ 7
Bridge loans [Member]
Bridge Loans [Line Items]
Price per share (in Dollars per share)	$ 7		$ 7
Conversion price, valuation			$ 100,000
PIK interest rate			15.00%
Issuance of the debt			$ 1,363
converted into ordinary shares (in Shares)	851,483		851,483
Bridge Loan Agreements [Member]
Bridge Loans [Line Items]
Exercise price per share (in Dollars per share)			$ 15
Ordinary shares [Member] \| Bridge loans [Member]
Bridge Loans [Line Items]
Price per share (in Dollars per share)	$ 11.5
Conversion of shares (in Shares)	851,483

Warrants - Schedule of Warrant Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
PIPE Warrant [Member]
Schedule of Warrant Liabilities [Line Items]
Balance - January 1, 2025
Balance - December 31, 2025	5,931
Warrant liabilities	21,401
Gain recognized in earnings due to change in fair value, net of foreign currency remeasurement impact	(15,100)
Foreign currency translation	(370)
Bridge Loan Warrant [Member]
Schedule of Warrant Liabilities [Line Items]
Balance - January 1, 2025
Balance - December 31, 2025	4,305
Warrant liabilities	5,703
Gain recognized in earnings due to change in fair value, net of foreign currency remeasurement impact	(1,488)
Foreign currency translation	$ 90

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	December 31,
	2025		2024
Legal, accounting and other professional services	$	947	$	-
Wages payable		329		10
Value added tax payable		315		-
Technical consultancy		238		-
Directors compensation		113		-
Corporate and regional taxes payable		-		11
Other		67		-
Total accrued expenses and other current liabilities	$	2,009	$	21

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Insurance	$ 997
Tax receivables	757	2
Value added tax	407
Bank interest accrued	375
Advisory fees	243
Technical consultancy	177
Membership fees	39
Advertising	27
Other	126	63
Total prepaid expenses and other current assets	$ 3,148	$ 65

Net Income Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net income (loss) (in Dollars)	$ 539,524	$ (34)
Denominator:
Weighted-average ordinary shares outstanding - basic	55,407,007	47,500,000
Weighted average effect of potentially dilutive securities:
Effect of potentially dilutive warrants	13,635
Weighted-average ordinary shares outstanding - dilutive	55,420,642	47,500,000
Net income per share attributable to ordinary shareholders:
Basic (in Dollars per share)	$ 9.74
Diluted (in Dollars per share)	$ 9.74

Shareholder’s Deficit

12 Months Ended

Dec. 31, 2025

Shareholder’s Deficit [Abstract]

Shareholder’s Deficit

Note 10. Shareholder’s Deficit

Articles of Association and Corporate Structure

The Company was incorporated in the Netherlands and adopted its Articles of Association (“AOA”) on October 6, 2025 in connection with the execution of the notarial deed effecting its cross-border conversion and amendment of its governance documents. The conversion became effective on October 7, 2025. The AOA established, among others, the Company’s capital structure, shareholder rights, dividend provisions, and governance framework.

Under the AOA, the Company is authorized to issue 500,000,000 ordinary shares with a par value of €0.01 per share and 8,040 Convertible Preferred Shares with a par value of €100 per share.

Ordinary Shares

Holders of ordinary shares are entitled to one vote per share on matters submitted to a shareholder vote, and are entitled to receive dividends when, as, and if declared by the Company’s Board of Directors, after required allocations to the Special Dividend Reserve for Convertible Preferred Shares (as discussed below). Ordinary shareholders also participate pro rata with Convertible Preferred Share shareholders in the distribution of any residual assets upon liquidation. Holders of ordinary shares have pre-emptive rights on the issuance of new ordinary shares, except when pre-emptive rights are limited or excluded pursuant to the provisions of the AOA or for issuances to employees, issuances for non-cash consideration, or issuances pursuant to previously granted subscription rights. Holders of ordinary shares have no pre-emptive rights on the issuance of new Convertible Preferred Shares. Ordinary shares are freely transferable and may be pledged, with voting rights generally remaining with the shareholder unless granted to a pledgee.

Vesting Sponsor Shares

As part of the Business Combination, 549,500 ordinary shares issued to the Sponsor upon conversion of GSR III class B ordinary shares were designated as vesting sponsor shares (the “Vesting Sponsor Shares”). These shares carry the same voting, dividend, and liquidation rights as the Company’s other ordinary shares but are subject to forfeiture until the applicable vesting conditions are met. Under the Sponsor Support Agreement, entered into on April 21, 2025 between GSR III and Terra Innovatum Srl., the Vesting Sponsor Shares vest in four equal 25% tranches upon achievement of specified milestones and are subject to the Agreement’s forfeiture, transfer, and voting restrictions. Any unvested shares automatically forfeit at the end of the applicable conversion periods unless an earlier change of control results in full or partial accelerated vesting based on the transaction price; additionally, a pro rata portion vests if the Convertible Preferred Shares are converted and distributed. On October 16, 2025, the conditions for two of the four vesting tranches were satisfied, resulting in the vesting, and issuance of 50% of the Vesting Sponsor Shares (approximately 274,750 shares), with the remaining 50% continuing to be subject to the applicable vesting and forfeiture provisions. The 274,750 ordinary shares vested are classified in equity in the consolidated balance sheets. The 274,750 ordinary shares unvested are classified as a liability, in share-settled contingent liability in the consolidated balance sheet.

Convertible Preferred Shares

Each Convertible Preferred Share carries 10,000 votes at shareholder meetings and is mandatorily convertible into 10,000 ordinary shares upon satisfaction of the contractual conversion conditions set forth in the Business Combination Agreement and upon issuance of a conversion confirmation by the Company’s Board of Directors. Conversion is not at the discretion of the holder and occurs automatically upon satisfaction of the applicable milestone conditions. Convertible Preferred Shares do not participate in the Company’s general reserves or profits, but instead are entitled solely to allocations to and distributions from a separate special dividend reserve, which is a dedicated reserve maintained exclusively for the Convertible Preferred Shares, to which the Company must allocate annual and interim amounts as required by the AOA and from which distributions may be made only upon a proposal by the Company’s Board of Directors and approval by the Convertible Preferred Share class meeting (the “Special Dividend Reserve”). The Board of Directors may determine which part of the profits shall be reserved. The profits remaining after such reservation, shall first be applied to allocate and add to the Special Dividend Reserve being an amount equal to 1% of the aggregate nominal value of all outstanding Convertible Preferred Shares minus any amount that has been added to the Special Dividend Reserve in connection with an interim distribution made. Convertible Preferred Shares do not carry preemptive rights on issuances of ordinary- shares, and no shareholders have preemptive rights on issuances of Convertible Preferred Shares. Convertible Preferred Shares may not be pledged, and voting rights associated with any usufruct on Convertible Preferred Shares must remain with the shareholder. Upon liquidation, Convertible Preferred Shares participate pro rata with ordinary shares based on the number of shares held. As of December 31, 2025, there were no amounts allocated to the Special Dividend Reserve.

Liability-Classified Convertible Preferred Shares

In connection with the Business Combination, the Company issued 8,000 Convertible Preferred Shares to former Terra quotaholders. The Convertible Preferred Shares are mandatorily convertible into the Company’s ordinary shares upon satisfaction of specified market-based and regulatory milestones, as further described in Note 2 – Business Combination.

Based on the contingent conversion features and other terms of the instrument, certain Convertible Preferred Shares are classified as share-settled contingent liabilities and are presented outside of shareholders’ equity. These instruments are non-derivative financial instruments, and the related accounting, including initial recognition and subsequent measurement, is described in Note 2 – Business Combination and Note 7 – Fair Value Measurements.

On October 16, 2025, specified milestones were achieved, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 4,000 Convertible Preferred Shares into 40,000,000 ordinary shares. As of December 31, 2025, the remaining 4,000 Convertible Preferred Shares were legally outstanding and classified as share-settled contingent liabilities in the consolidated balance sheets.

SPAC Financial Advisor Equity

At Closing, the Company issued 40 Convertible Preferred Shares to its financial advisor as consideration for advisory services. The awards represent equity-classified share-based compensation accounted for under ASC 718 and were measured at grant-date fair value with no subsequent remeasurement. The Company also issued ordinary shares to its SPAC financial advisor as consideration for advisory services. These awards were accounted for under ASC 718, and the associated grant-date fair value was recognized as stock-based compensation expense during the period in which the services were rendered. Total compensation cost recognized related to these arrangements during the year ended December 31, 2025 was approximately $6,049, which includes amounts associated with the Convertible Preferred Shares and ordinary shares issued pursuant to the arrangement.

The aggregate grant-date fair value of the 40 Convertible Preferred Shares was $925, estimated using a Monte Carlo option pricing model that considered a common stock price of $4.62, estimated volatility of 125.0%, and a risk-free interest rate of 3.84%. During the year ended December 31, 2025, the Company recognized $6,049 of share-based compensation expense related to these awards, which includes the portion attributable to the 20 Convertible Preferred Shares that converted to ordinary shares during the period, with no incremental compensation cost recognized upon conversion.

On October 16, 2025, certain market-based vesting conditions were satisfied, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 20 Convertible Preferred Shares into 200,000 ordinary shares. The 20 remaining Convertible Preferred Shares outstanding at December 31, 2025 are subject to regulatory and market-based milestones.

The Company has assessed that achievement of the remaining regulatory milestones is probable. Accordingly, consistent with ASC 718, compensation cost for these awards has been fully recognized. Although the awards contain market-based and regulatory vesting conditions, the advisory services associated with these awards were fully rendered as of the closing date and no future service is required. As such, the full grant-date fair value was recognized in the period of issuance. The Company will continue to monitor the probability assessment of the regulatory milestones and will account for any changes in estimates in the period of change, as applicable.

The Convertible Preferred Shares are classified within shareholder’s equity and will remain subject to ASC 718 until settlement or conversion. As of December 31, 2025, 20 Convertible Preferred Shares remained legally outstanding.

Warrants

Advisor Warrants – refer to Note 9 – Warrants for discussion on Advisor Warrants.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants (Details)	Dec. 31, 2025
Weighted average expected term [Member] \| PIPE Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	4.78
Weighted average expected term [Member] \| Bridge Loan Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	2.78
Weighted average expected volatility [Member] \| PIPE Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	125
Weighted average expected volatility [Member] \| Bridge Loan Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	125
Risk-free interest rate [Member] \| PIPE Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	3.6
Risk-free interest rate [Member] \| Bridge Loan Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	3.5
Dividend yield [Member] \| PIPE Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	0
Dividend yield [Member] \| Bridge Loan Warrant [Member]
Schedule of Significant Assumptions used in the Valuation of the Liability Classified Warrants [Line Items]
Fair value warrants	0

Income Taxes - Schedule of Statutory Tax Rate and Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Schedule of Statutory Tax Rate and Effective Tax Rate [Abstract]
Net income (loss)	$ 539,524	$ (34)
Statutory Tax Rate (IRES)	$ 129,486
Statutory Tax Rate (IRES), Percentage	24.00%
Subnational Taxes (IRAP)
Subnational Taxes (IRAP), Percentage	0.00%
Change in valuation allowance	$ 9,783
Change in valuation allowance, Percentage	1.80%
Nontaxable or Nondeductible Items:
Contingent liability	$ (134,392)
Contingent liability, Percentage	(24.90%)
Other	$ (4,877)
Other, Percentage	(0.90%)
Effective Tax Rate		$ 10
Effective Tax Rate, Percentage	0.00%

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Income Taxes [Line Items]
Valuation allowance	$ 9,783
Statutory corporate income tax rate	24.00%
Income taxes paid
Operating loss carryforwards	19,124
State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Income taxes paid	0
Foreign Tax Jurisdiction [Member]
Income Taxes [Line Items]
Income taxes paid	$ 0
IRES [Member]
Income Taxes [Line Items]
Statutory corporate income tax rate	24.00%

Warrants

12 Months Ended

Dec. 31, 2025

Warrants [Abstract]

Warrants

Note 9. Warrants

Equity Classified Warrants – Advisor Warrant

As discussed in Note 2 – Business Combination, in connection with the Closing of the Business Combination on October 9, 2025 (the “Closing Date”), the Company issued a warrant to Park Avenue Capital Group Corp. (“PAC”) pursuant to a financial advisory arrangement entered into in connection with the Business Combination.

The warrant entitles PAC to purchase up to 1,000,000 Terra ordinary shares at an exercise price of $7.00 per share, subject to adjustment (the “Advisor Warrant”). The Advisor Warrant became exercisable upon issuance and has a term of five years from the Closing Date, unless earlier exercised in accordance with its terms. The Advisor Warrant may be exercised for cash at the holder’s option. The Company is not required to net cash settle the Advisor Warrant.

The Advisor Warrant was issued in exchange for advisory services provided in connection with the Business Combination and is accounted for as an equity-classified share-based payment award under ASC 718. The grant date for accounting purposes was the Closing Date. The fair value of the Advisor Warrant was measured on the grant date and recognized $12,101 of stock-based compensation expense in the consolidated statements of operations and comprehensive income, with a corresponding increase to additional paid-in capital in the Company’s consolidated balance sheets. The fair value of the Advisor Warrant was determined using a Black-Scholes option pricing model. Significant assumptions considered in the valuation included expected term, expected volatility, risk-free interest rate, and dividend yield.

Liability Classified Warrants – PIPE Warrants

In connection with the PIPE Financing, the Company issued the PIPE Warrants to certain investors pursuant to the PIPE Subscription Agreements. The terms of the PIPE Warrants, including the exercise prices, issuance ratios, and contractual term, are described in Note 2 – Business Combination.

Management evaluated the PIPE Warrants under ASC 815-40 and determined that the warrants do not meet the criteria for equity classification because the exercise price is denominated in a currency other than the Company’s functional currency. As a result, the warrants are not considered indexed to the Company’s own stock under the fixed-for-fixed criterion. Accordingly, the PIPE Warrants are classified as liabilities in the consolidated balance sheet.

At issuance, proceeds from the PIPE Financing were allocated to the PIPE Warrants based on their fair values, with the residual amount allocated to the PIPE Shares. The PIPE Warrants were initially recorded at fair value on the Closing Date and are subsequently remeasured at fair value at each reporting date.

Changes in fair value of the PIPE Warrants are recognized in the consolidated statements of operations within change in fair value of warrant liabilities.

Liability Classified Warrants – Bridge Warrants

As discussed in Note 2 – Business Combination, in connection with the conversion of convertible bridge loans outstanding at Closing, the Company issued warrants to bridge lenders.

The Bridge Warrants are exercisable at $11.50 per share and $15.00 per share, subject to adjustment, and have a term of 36 months from the Closing Date.

Management evaluated the Bridge Warrants under ASC 815-40 and determined that the warrants do not meet the criteria for equity classification because the exercise price is denominated in a currency that is not the Company’s functional currency. Accordingly, the Bridge Warrants are not considered indexed to the Company’s own stock and classified as liabilities.

At issuance, proceeds from the bridge financing were allocated to the Bridge Warrants based on their fair value, with the residual amount allocated to the related financing instruments. The Bridge Warrants were initially recorded at fair value on the Closing Date and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

The following table summarizes the activity in the Company’s warrant liabilities for the year ended December 31, 2025:

	PIPE Warrant			Bridge Loan Warrant
Balance - January 1, 2025	$	-		$	-
Warrant liabilities		21,401			5,703
Gain recognized in earnings due to change in fair value, net of foreign currency remeasurement impact		(15,100	)		(1,488	)
Foreign currency translation		(370	)		90
Balance - December 31, 2025	$	5,931		$	4,305

Refer to Note 8 – Fair Value Measurements for information regarding the valuation methodology and significant inputs used to estimate the fair value of the liability-classified warrants.

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2025	Mar. 31, 2026	Jun. 30, 2025
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None.
Entity Information [Line Items]
Entity Registrant Name	TERRA INNOVATUM GLOBAL N.V.
Entity Central Index Key	0002067627
Entity File Number	001-42901
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	P7
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 0
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	Via Matteo Trenta 117
Entity Address, City or Town	Lucca
Entity Address, Country	IT
Entity Address, Postal Zip Code	55100
Entity Phone Fax Numbers [Line Items]
City Area Code	+39
Local Phone Number	0583 55797
Entity Listings [Line Items]
Title of 12(b) Security	Ordinary Shares, par value of €0.01 per share
Trading Symbol	NKLR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		110,500,908

Net Income Per Share (Details) - shares		12 Months Ended
Net Income Per Share (Details) - shares	Oct. 09, 2025	Dec. 31, 2025	Dec. 31, 2024
Net Income Per Share [Line Items]
Weighted-average shares outstanding	47,500,000
Weighted Average Number of Shares Outstanding, Basic		55,407,007	47,500,000
Convertible into ordinary shares		110,226,198	47,500,000
Stock Issued During Period Value Unvested Ordinary Shares		274,750
Weighted Average Number of Shares Outstanding, Diluted, Adjustment		4,475,591
Maximum [Member]
Net Income Per Share [Line Items]
Convertible into ordinary shares		40,000,000
Minimum [Member]
Net Income Per Share [Line Items]
Convertible into ordinary shares		200,000
Revision of Prior Period, Adjustment [Member]
Net Income Per Share [Line Items]
Weighted-average shares outstanding		47,500,000

Net Income Per Share

12 Months Ended

Dec. 31, 2025

Net Income Per Share [Abstract]

Net Income Per Share

Note 12. Net Income Per Share

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS reflects the effect of potentially dilutive securities and includes such securities only when dilutive. Potential ordinary shares are excluded from diluted EPS if their effect would be anti-dilutive or if issuance conditions have not been satisfied as of the reporting date. Contingently issuable shares are included in diluted EPS based on the number of shares that would be issuable if the reporting period end were the end of the contingency period and if the result would be dilutive. The two-class method is not applicable because the Company has no participating securities. Share-based awards, including the Convertible Preferred Shares issued to the Company’s financial advisor, do not have rights to dividends or dividend equivalents prior to conversion and therefore are not considered participating securities.

On October 9, 2025, the Company completed the Business Combination accounted for as a recapitalization (see Note 2 – Business Combination). Consequently, historical share information has been retroactively restated to reflect 47,500,000 ordinary shares for periods prior to Closing. Post-Closing issuances and vestings are included from their respective dates.

At December 31, 2025, the weighted-average shares outstanding include the 47,500,000 restated baseline for the pre-Closing portion of the year and shares issued/vested after Closing on a time-weighted basis. Diluted EPS includes only instruments that were dilutive for the period (e.g., in-the-money equity-classified warrants under the treasury stock method); contingently issuable tranches for which non-market conditions were not met at December 31, 2025 were excluded. At December 31, 2024, there were no dilutive potential ordinary shares; diluted EPS equals basic EPS, and the denominator reflects the 47,500,000 restated ordinary shares for the full year.

Basic and diluted net income (loss) per share attributable to ordinary shareholders were calculated as follows (in thousands except share and per share amounts):

	For The Years Ended December 31,
	2025		2024
Numerator:
Net income (loss)	$	539,524	$	(34	)
Denominator:
Weighted-average ordinary shares outstanding - basic		55,407,007		47,500,000
Weighted average effect of potentially dilutive securities:
Effect of potentially dilutive warrants		13,635		-
Weighted-average ordinary shares outstanding - dilutive		55,420,642		47,500,000

Net income per share attributable to ordinary shareholders:
Basic	$	9.74	$	-
Diluted	$	9.74	$	-

Certain securities were excluded from diluted net income (loss) per share for the year ended December 31, 2025 because their issuance conditions were not satisfied at year-end—specifically, share-settled contingent liabilities (SSCL) related to (i) Convertible Preferred Shares issued to former Terra quotaholders that remained contingently convertible into 40,000,000 ordinary shares, (ii) Convertible Preferred Shares issued to the Company’s financial advisor that remained contingently convertible into 200,000 ordinary shares, and (iii) 274,750 unvested Sponsor ordinary shares subject to forfeiture under post-Closing vesting conditions. These instruments are contingently issuable or forfeitable based on unsatisfied non-market regulatory approval and/or vesting conditions. Market-based conditions were not a basis for exclusion and therefore are not considered outstanding or potential ordinary shares at December 31, 2025. Accordingly, these securities are not presented as anti-dilutive instruments and are excluded from diluted EPS until the applicable issuance or vesting conditions are satisfied.

In addition, liability-classified PIPE Warrants and Bridge Warrants were out-of-the-money at December 31, 2025 and therefore were anti-dilutive and excluded from diluted EPS, representing 4,475,591 potential shares (see Note 9 – Warrants). Advisor Warrants that were equity-classified and in-the-money during the period were included in diluted EPS using the treasury stock method.

The Company evaluated events occurring after December 31, 2025 through the date the financial statements were available to be issued and determined that there were no transactions that would have materially changed the number of ordinary shares or potential ordinary shares outstanding for purposes of the earnings per share calculations had such transactions occurred as of December 31, 2025.

Segment Information (Details)	12 Months Ended
Segment Information (Details)	Dec. 31, 2025 Segment
Segment Information [Abstract]
Segment description	The Company is a development-stage nuclear energy technology company focused on the research, development, and future commercialization of its SOLO micro-modular nuclear reactor. The CODM, consisting of the Company’s chief executive officer and founding officers acting collectively, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. The CODM does not review discrete financial information by product, function, or geographic location. As a result, the Company has determined that it operates as a single operating segment, which is also its sole reportable segment. The measure of segment profit or loss and segment assets is the same as that presented in the consolidated financial statements.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	chief executive officer
Number of operating segment	1
Number of reportable segment	1

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 539,524	$ (34)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Fair Value Measurements - Schedule of Changes in the Estimated Fair Value of the Financial Instruments using Significant Level 3 Inputs (Details) - Level 3 [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Schedule of Changes in the Estimated Fair Value of the Financial Instruments using Significant Level 3 Inputs [Line Items]
Balance
Balance	186,323
Issuance of Share-settled Contingent Liability	1,250,223
Settlements/derecognition to equity upon milestone achievement	(514,510)
Gain recognized in earnings due to change of fair value, net of foreign currency remeasurement impact	(559,967)
Foreign currency translation	$ 10,577

Warrants (Details) $ / shares in Units, $ in Thousands	12 Months Ended
Warrants (Details) $ / shares in Units, $ in Thousands	Dec. 31, 2025 USD ($) $ / shares shares
Warrants [Line Items]
Warrant exercise price per share	$ 11.5
Recognized stock based compensation (in Dollars) \| $	$ 12,101
Advisor Warrant [Member]
Warrants [Line Items]
Warrant exercise price per share	$ 7
Warrant term	5 years
Bridge Warrants [Member]
Warrants [Line Items]
Warrants exercisable per share	$ 11.5
Warrants exercisable per share	$ 15
Advisor Warrant [Member]
Warrants [Line Items]
Warrant holders can purchase (in Shares) \| shares	1,000,000

Segment Information

12 Months Ended

Dec. 31, 2025

Segment Information [Abstract]

Segment Information

Note 13. Segment Information

The Company is a development-stage nuclear energy technology company focused on the research, development, and future commercialization of its SOLO micro-modular nuclear reactor. The CODM, consisting of the Company’s chief executive officer and founding officers acting collectively, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. The CODM does not review discrete financial information by product, function, or geographic location. As a result, the Company has determined that it operates as a single operating segment, which is also its sole reportable segment. The measure of segment profit or loss and segment assets is the same as that presented in the consolidated financial statements. The CODM primarily uses consolidated general and administrative expenses and development costs to assess operating performance and liquidity. Because the Company operates as a single reportable segment, no reconciliation of segment information to consolidated results is required. The Company has not generated revenue from external customers, as its SOLO product remains under development.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Warrants (Tables)

12 Months Ended

Dec. 31, 2025

Warrants [Abstract]

Schedule of Warrant Liabilities

The following table summarizes the activity in the Company’s warrant liabilities for the year ended December 31, 2025:

	PIPE Warrant			Bridge Loan Warrant
Balance - January 1, 2025	$	-		$	-
Warrant liabilities		21,401			5,703
Gain recognized in earnings due to change in fair value, net of foreign currency remeasurement impact		(15,100	)		(1,488	)
Foreign currency translation		(370	)		90
Balance - December 31, 2025	$	5,931		$	4,305

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2025

Prepaid Expenses and Other Current Assets [Abstract]

Prepaid Expenses and Other Current Assets

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	December 31,
	2025		2024
Insurance	$	997	$	-
Tax receivables		757		2
Value added tax		407		-
Bank interest accrued		375		-
Advisory fees		243		-
Technical consultancy		177		-
Membership fees		39		-
Advertising		27		-
Other		126		63
Total prepaid expenses and other current assets	$	3,148	$	65

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Deferred tax assets:
Net operating loss carryforward	$ 4,590
Share-based compensation	5,166
Other	27
Total deferred tax assets before valuation allowance	9,783
Valuation allowance	(9,783)
Total deferred tax assets after valuation allowance
Total deferred tax (liabilities)
Net deferred tax assets (liabilities)

Subsequent Events (Details) - Subsequent Event [Member] € in Thousands, $ in Thousands	Jan. 02, 2026 USD ($)	Jan. 02, 2026 EUR (€)	Jan. 02, 2026 EUR (€)
Subsequent Events [Line Items]
Initial noncancelable term	6 years		6 years
Lease expiration date	Mar. 31, 2032	Mar. 31, 2032
Renewal of lease term	6 years		6 years
Annual base rent	$ 88	€ 75
Monthly installments payments	7	€ 6
Security deposit	$ 15		€ 13

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Auditor [Table]
Auditor Name	KPMG Accountants N.V.
Auditor Firm ID	1012
Auditor Location	Amstelveen, the Netherlands
Auditor Opinion [Text Block]	Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Terra Innovatum Global N.V. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Consolidated Balance Sheets (Parentheticals) - € / shares	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Ordinary shares, par value (in Euro per share)	€ 0.01	€ 0.01
Ordinary shares, authorized (in Shares)	500,000,000	500,000,000
Ordinary shares, issued (in Shares)	110,226,198	47,500,000
Ordinary shares, outstanding (in Shares)	110,226,198	47,500,000
Convertible Preferred Shares, par value (in Euro per share)	€ 100	€ 100
Convertible Preferred Shares, authorized (in Shares)	8,040
Convertible Preferred Shares, issued (in Shares)	20
Convertible Preferred Shares, outstanding (in Shares)	20

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 8. Fair Value Measurements

Financial Instruments Not Recorded at Fair Value

Due to their short-term nature, the carrying value of the Company’s cash and cash equivalents, and other current assets, accounts receivable, accounts payable, Related party loan, non-current, and other non-current liabilities approximate fair value.

Financial Instruments Recorded at Fair Value on a Recurring Basis

Share-settled Contingent Liability

As discussed in Note 2 – Business Combination and Note 10 – Shareholders’ Deficit, at Closing the Company entered into share-settled arrangements involving (i) contingently Convertible Preferred Shares issued to former Terra Innovatum Global Srl. quotaholders and (ii) contingently vesting Sponsor ordinary shares subject to market-based and regulatory milestones. These arrangements may result in the issuance or vesting of a variable number of ordinary shares and are not solely indexed to the Company’s stock. As a result, they were initially classified and measured as liabilities at fair value, with the related amounts recorded within share-settled contingent liability in the consolidated balance sheet.

On October 16, 2025, certain milestones were achieved, resulting in the settlement of a portion of these arrangements. Immediately prior to settlement, the corresponding share-settled contingent liability was remeasured to fair value, and the resulting change in fair value was recognized in change in fair value – share-settled contingent liability. Upon settlement, the related liability was reclassified to equity.

As of December 31, 2025, unearned milestone tranches remain classified as share-settled contingent liabilities and are remeasured at fair value at each reporting date, with changes recognized in earnings until the applicable milestones are achieved or expire.

The following tables provide a summary of changes in the estimated fair value of the Share-Settled Contingent Liability using significant Level 3 inputs:

Balance - January 1, 2025	$	-
Issuance of Share-settled Contingent Liability		1,250,223
Settlements/derecognition to equity upon milestone achievement		(514,510	)
Gain recognized in earnings due to change of fair value, net of foreign currency remeasurement impact		(559,967	)
Foreign currency translation		10,577
Balance - December 31, 2025	$	186,323

The Company estimated the fair value of the Share-Settled Contingent Liability using the Monte Carlo option pricing model with the following inputs:

Weighted average expected term (years)	6.8
Weighted average expected volatility	125.0	%
Risk-free interest rate	3.41 - 4.67	%
Dividend yield	0	%

The fair value measurement of the Share-settled Contingent Liability is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. The valuation is sensitive to changes in expected volatility and the probability-weighted outcomes associated with achieving the applicable market-based and regulatory milestones, such that increases in these assumptions would generally result in a higher fair value measurement and decreases would result in a lower fair value measurement. Certain unobservable inputs are interrelated, and changes in one assumption may magnify or mitigate the effects of changes in other assumptions. Changes in these unobservable inputs are subject to estimation uncertainty, and reasonably different assumptions could have resulted in a materially different fair value measurement at the reporting date.

Liability Classified Warrants

The warrants issued to the PIPE Investor and Bridge Loan lenders in connection with the Merger are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the consolidated balance sheets. Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss).

The fair value of the liability-classified warrants is estimated using a Monte Carlo simulation model, which considers the probability-weighted outcomes of future share price paths. Significant inputs used in the valuation include the Company’s share price at the valuation date, expected share price volatility, risk-free interest rate, expected term of the warrants, and expected dividend yield.

Because the valuation relies on significant unobservable inputs, the liability-classified warrants are classified within Level 3 of the fair value hierarchy.

The valuation of the liability-classified warrants is sensitive to changes in key unobservable inputs, particularly expected share price volatility and the probability-weighted outcomes of future share price paths. Increases in expected volatility would generally result in a higher fair value measurement, while decreases would result in a lower fair value. Additionally, changes in assumptions regarding the Company’s expected share price performance could materially affect the estimated fair value. Although management believes the assumptions used are reasonable and consistent with available market information, different assumptions could have resulted in a materially different fair value measurement at the reporting date.

The following table summarizes the significant assumptions used in the valuation of the liability-classified warrants as of December 31, 2025:

	PIPE Warrant			Bridge Loan Warrant
Weighted average expected term (years)		4.78			2.78
Weighted average expected volatility		125.0	%		125.0	%
Risk-free interest rate		3.6	%		3.5	%
Dividend yield		0	%		0	%

During the periods presented, there were no transfers between levels of the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2025

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Note 6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	December 31,
	2025		2024
Legal, accounting and other professional services	$	947	$	-
Wages payable		329		10
Value added tax payable		315		-
Technical consultancy		238		-
Directors compensation		113		-
Corporate and regional taxes payable		-		11
Other		67		-
Total accrued expenses and other current liabilities	$	2,009	$	21

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 15. Subsequent Events

The Company has evaluated subsequent events through June 15, 2026 the date the financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to disclosures in the financial statements other than the following:

Lease Agreement

On January 2, 2026, the Company entered into a lease agreement for office premises located in Lucca, Italy. The lease is for office and administrative use and has an initial noncancelable term of six years, commencing on April 1, 2026, and expiring on March 31, 2032, with automatic renewal for additional six year periods unless terminated in accordance with the lease terms. The annual base rent is approximately $88 (€75), payable in monthly installments of approximately $7 (€6), plus value added tax (VAT) as applicable, and is subject to annual escalation based on changes in the Italian consumer price index (ISTAT). Upon execution of the lease, the Company paid a security deposit of approximately $15 (€13), which is noninterest bearing and refundable at the end of the lease term, subject to return of the premises in accordance with the lease conditions, and the Company is responsible for utilities, ordinary maintenance, and other operating costs associated with the leased premises.

The Company has not yet determined the incremental borrowing rate or other inputs necessary to measure the related right-of-use asset and lease liability; accordingly, the Company is unable to reasonably estimate the financial effect of this lease at this time.

Related Party Transactions (Details) € in Thousands					12 Months Ended
Related Party Transactions (Details) € in Thousands	Sep. 30, 2025 USD ($)	Jul. 11, 2025 USD ($)	Jul. 11, 2025 EUR (€)	Mar. 21, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2025 EUR (€)	Dec. 31, 2024 USD ($)
Related Party Transactions [Line Items]
Other Income					$ 0		$ 129,000
Monthly fees					25,000
Lease Agreement [Member]
Related Party Transactions [Line Items]
Rent payment					10,000
Lease Agreement [Member]
Related Party Transactions [Line Items]
Rent expenses					12,000	€ 11
Monthly fees					$ 1,000	€ 1
Percentage of lease fee					75.00%	75.00%
Engineering Services Agreement [Member]
Related Party Transactions [Line Items]
Technical services amount		$ 215,000	€ 184
FPoliSolutions LLC Agreement [Member]
Related Party Transactions [Line Items]
Techno economic analysis expenses	$ 90,000
Massimo Morichi [Member]
Related Party Transactions [Line Items]
Extraordinary bonus					$ 119
Reimbursable Expenses					79
Consultancy services					198
Guillaume Moyen [Member]
Related Party Transactions [Line Items]
Extraordinary bonus					100
Consultancy services					167
Legacy Terra Quotaholders [Member] \| 2024 Loan Agreement [Member]
Related Party Transactions [Line Items]
Interest free loan agreement							$ 216,000
Legacy Terra Quotaholders [Member] \| 2025 Loan Agreement [Member]
Related Party Transactions [Line Items]
Interest free loan agreement				$ 74,000
Engineering Services Agreement [Member]
Related Party Transactions [Line Items]
Technical services amount					$ 107,000

Organization (Details)	12 Months Ended
Organization (Details)	Dec. 31, 2025
Organization [Line Items]
Power of megawatt electric units	1

Related Party Transactions

12 Months Ended

Dec. 31, 2025

Related Party Transactions

Note 4. Related Party Transactions

Other Income

During the year ended December 31, 2025 and 2024, the Company earned other income of $0 and $129, respectively. The consulting services are unrelated to the core business of the Company and are included in the statement of operations under other income — related party.

Consultant Agreements

Massimo Morichi

On April 18, 2025, the Company entered into a consulting agreement with Massimo Morici, the Company’s Chief Strategy Officer and a member of the Board of Directors, which was amended on December 23, 2025 and extended to December 31, 2025, pursuant to which Mr. Morici provided strategic and consulting services. During the year ended December 31, 2025, the Company awarded Mr. Morici an extraordinary bonus of $119 in connection with the completion of the business combination and related listing, costs of $79 for reimbursable expenses under the agreement (treated as compensation for services) and paid approximately $198 to Mr. Morici for his consultancy services. This consultancy expired on December 31, 2025.

Guillaume Moyen

On April 4, 2025, the Company entered into a consulting agreement with Guillaume Moyen, the Company’s former Chief Financial Officer and a former member of the Board of Directors, which was amended on September 30, 2025, pursuant to which Mr. Moyen provided business support and advisory services. During the year ended December 31, 2025, the Company awarded Mr. Moyen an extraordinary bonus of $100 in connection with the completion of the business combination and related listing and paid approximately $167 to Mr. Moyen for his consultancy services. This consultancy expired on December 31, 2025.

Related Party Loan

During 2024 and 2025, the Company entered into two interest free- loan agreements with Legacy Terra quotaholders (related parties), consisting of (i) an agreement executed in 2024 for approximately $216 (the “2024 Loan Agreement”), which was fully funded by March 31, 2025, and (ii) an agreement executed on March 21, 2025 for $74 (the “2025 Loan Agreement”), which was funded through April 10, 2025. Both loans were unsecured and scheduled to mature on December 31, 2040, with automatic annual extensions permitted through December 31, 2045, unless earlier repayment was requested by the Legacy Terra quotaholders. The loans were issued at par with no fees or discounts and do not include any rights or preferences that would affect the economics of the arrangement; accordingly, the terms were negotiated directly with related parties and were not intended to reflect market-based pricing.

Based on the contractual terms of the arrangements, no interest was imputed on either loan. The loans were repaid in full upon the Closing of the Business Combination (see Note 2 – Business Combination), and no amounts were outstanding as of December 31, 2025.

Lease Agreement

On April 1, 2025, the Company entered into a lease agreement with Nine Nuclear and Industrial Engineering S.R.L. (“Nine”), a related party, to sublease three office rooms from a property unit located in Lucca, Sorbano del Giudice, Via della Chiesa XXXII n. 759. The three office rooms will be used exclusively for professional office purposes and related activities. The term of the lease agreement is 24 months starting from April 1, 2025 and ending on March 31, 2027. Each party may withdraw from the lease agreement at any time before the expiration date of the contract without any penalty. The rent is $12 (€11) per annum, $1 (€1) monthly and an immaterial monthly fee as a flat-rate reimbursement for utilities and cleaning costs (the “Lease Fee”), with the total monthly amount to be paid no later than the 10^th of each month. The Lease Fee will be updated annually by 75% of the variation in the official consumer price indices for worker and employee families as determined by the Italian Statistics Day (“ISTAT”) in the previous year and subsequently year by year, with the first update taking effect on April 1, 2026. During the year ended December 31, 2025, the Company paid $10 in rent.

Engineering Services Agreements

On July 11, 2025, the Company entered into an engineering services agreement with Nine, a related party, to support the design of the SOLO project. Per the terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $215 (€184) plus value added tax (“VAT”). The costs associated with these services were expensed during the year ended December 31, 2025. Any unpaid amounts as of year-end are included in accrued expenses and other current liabilities.

On July 23, 2025, the Company entered into an engineering services agreement with FPoliSolutions LLC (“FPoli Solutions”), a related party. As per the terms of the agreement, FPoliSolutions provided support for the development of the SOLO Micro Modular Reactor including technical assistance in safety analysis, hazard modeling, radiological consequence evaluation, risk-informed safety assessments, and techno-economic analysis for $90 with work completed during September 2025 included within general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.

On October 30, 2025, the Company entered into an amendment to its existing engineering services agreement with FPoliSolutions. The amendment extends the scope of work through December 31, 2025, and adds one full-time engineer on a fixed-price basis of $107.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities
Net income (loss)	$ 539,524	$ (34)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Unrealized foreign exchange gain	54
Loss on issuance of bridge loan and warrant liability	1,363
Change in fair value of warrants	(16,588)
Change in fair value of share-settled contingent liability	(559,967)
Share-based compensation	19,725
Remeasurement of bridge loan	(16)
Interest expense - non-cash	1,414
Depreciation expense	10
Issuance costs allocated to liability classified warrants	9
Changes in operating assets and liabilities:
Due from related parties		9
Prepaid expenses and other current assets	(2,674)	(67)
Accounts receivable, net	(5)
Accounts payable	4,940	33
Accrued expenses and other current liabilities	1,912	13
Other non-current liabilities	2	4
Net cash used in operating activities	(10,297)	(42)
Cash flows from investing activities
Purchases of equipment	(108)
Net cash used in investing activities	(108)
Cash flows from financing activities
Proceeds from Bridge Loans	5,690
Payment of debt issuance costs for Bridge Loans	(24)
Proceeds from Business Combination, net of transaction costs	69,878
Proceeds from PIPE financing	36,835
Payments to related party loans	(116)	112
Net cash provided by financing activities	112,263	112
Effect of exchange rate changes on cash and cash equivalents	955	(3)
Net change in cash and cash equivalents	101,858	70
Cash and cash equivalents at beginning of the period	69	2
Cash and cash equivalents at end of the period	102,882	69
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities:
Initial value of warrant liabilities issued in connection with Bridge Loans	5,703
Conversion of Bridge Loans	2,747
Reclassification of excess of fair value of share-settled contingent liability over additional paid-in capital to accumulated deficit	1,146,762
Issuance of Share-settled Contingent Liability	1,250,223
Conversion of share-settled Contingent Liability into ordinary shares upon milestone achievement	514,510
Issuance of ordinary shares and Advisor Warrant in exchange for services	$ 14,039

Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) $ in Thousands	Corporate capital Previously Reported	Corporate capital Revision of Prior Period, Adjustment	Convertible Preferred Shares	Ordinary shares Revision of Prior Period, Adjustment	Ordinary shares	Additional paid-in capital Revision of Prior Period, Adjustment	Additional paid-in capital	Accumulated deficit Previously Reported	Accumulated deficit	Accumulated other comprehensive (loss) income	Total
Balance at Dec. 31, 2023	$ 3	$ (3)		$ 551	$ 551	$ (548)	$ (548)	$ (3)	$ (3)
Balance (in Shares) at Dec. 31, 2023				47,500,000	47,500,000
Net income (loss)									(34)		(34)
Foreign currency translation										2	2
Balance at Dec. 31, 2024					$ 551		(548)		(37)	2	(32)
Balance (in Shares) at Dec. 31, 2024					47,500,000
Net income (loss)									539,524		539,524
Issuance of Convertible Preferred Shares			$ 6,208								6,208
Issuance of Convertible Preferred Shares (in Shares)			40
Issuance of share-settled contingent liability							(1,250,223)				(1,250,223)
Business Combination, net of redemptions and transaction costs					$ 206		74,065				74,271
Business Combination, net of redemptions and transaction costs (in Shares)					17,716,465
Issuance of ordinary shares and warrants in connection with PIPE Financing					$ 43		15,360				15,403
Issuance of ordinary shares and warrants in connection with PIPE Financing (in Shares)					3,683,500
Issuance of Advisor warrants							14,036				14,036
Reclassification of excess of fair value of share-settled contingent liability over additional paid-in capital to accumulated deficit							1,146,763		(1,146,763)
Conversion of Bridge Loan					$ 9		2,809				2,818
Conversion of Bridge Loan (in Shares)					851,483
Conversion of share settled contingent liability into ordinary shares upon milestone event					$ 467		510,533				511,000
Conversion of share settled contingent liability into ordinary shares upon milestone event (in Shares)					40,000,000
Conversion of Preferred Shares into ordinary shares upon milestone event			$ (3,122)		$ 2		3,120
Conversion of Preferred Shares into ordinary shares upon milestone event (in Shares)			(20)		200,000						80,000,000
Contingently vested Sponsor ordinary shares					$ 3		3,507				$ 3,510
Contingently vested Sponsor ordinary shares (in Shares)					274,750
Foreign currency translation										(10,105)	(10,105)
Balance at Dec. 31, 2025			$ 3,086		$ 1,281		$ 519,422		$ (607,276)	$ (10,103)	$ (93,590)
Balance (in Shares) at Dec. 31, 2025			20		110,226,198

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 102,882	$ 69
Accounts receivable, net	4
Prepaid expenses and other current assets	3,148	65
Total current assets	106,034	134
Equipment, net	102
Total assets	106,136	134
Current liabilities:
Accounts payable	1,150	32
Accrued expenses and other current liabilities	2,009	21
Total current liabilities	3,159	53
Related party loan, non-current		107
Share-settled contingent liability	186,323
Warrant liabilities	10,236
Other non-current liabilities	8	6
Total liabilities	199,726	166
Commitments and contingencies (Note 11)
Shareholders’ deficit:
Ordinary shares (€0.01 par value, 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 110,226,198 shares issued and outstanding as of December 31, 2025 and 47,500,000 issued and outstanding as of December 31, 2024)	1,281	551
Convertible Preferred Shares (€100 par value, 8,040 shares authorized as of December 31, 2025 and no shares authorized at December 31, 2024; 20 shares issued and outstanding as of December 31, 2025 and no issued and outstanding as of December 31, 2024)	3,086
Additional paid-in capital	519,422	(548)
Accumulated deficit	(607,276)	(37)
Accumulated other comprehensive income	(10,103)	2
Total shareholders’ deficit	(93,590)	(32)
Total liabilities and shareholders’ deficit	$ 106,136	$ 134

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2025

Prepaid Expenses and Other Current Assets [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	December 31,
	2025		2024
Insurance	$	997	$	-
Tax receivables		757		2
Value added tax		407		-
Bank interest accrued		375		-
Advisory fees		243		-
Technical consultancy		177		-
Membership fees		39		-
Advertising		27		-
Other		126		63
Total prepaid expenses and other current assets	$	3,148	$	65

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Basis of Consolidation

Basis of Consolidation

Use of Estimates

Use of Estimates

Foreign Currency Translation and Transaction Gains and Losses

Foreign Currency Translation and Transaction Gains and Losses

Cash and Cash Equivalents

Cash and Cash Equivalents

Other income – Related party

Other income – Related party

General and Administrative Costs

General and Administrative Costs

Development Costs

Development Costs

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Equipment

Equipment

Leases

Leases

Fair Value Measurement

Fair Value Measurement

	Level 1 —	Quoted prices in active markets for identical instruments.

	Level 2 —	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

	Level 3 —	Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Warrants and Derivative Instruments

Warrants and Derivative Instruments

Share-settled Contingent Liability

Share-settled Contingent Liability

Convertible Preferred Shares

Convertible Preferred Shares

Debt Instruments

Debt Instruments

Equity-based Compensation

Equity-based Compensation

Employee and Director Awards

Employee and Director Awards

Nonemployee Awards

Nonemployee Awards

The Company accounts for forfeitures as they occur.

●

Dividend yield: The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends for the foreseeable future.

●

Forfeiture rate: Stock-based compensation expense is reduced for forfeitures only when they occur.

●

Fair value of Common Stock: The closing price of the Company’s common shares on Nasdaq is used as the fair value of the common shares.

Related Party Transactions

Related Party Transactions

Concentration of Credit and Supplier Risk

Concentration of Credit and Supplier Risk

Commitments and Contingencies

Commitments and Contingencies

The Company records a liability for loss contingencies when it is probable that a loss has been incurred and the amount is reasonably estimable. Gain contingencies are recognized only when realized.

Comprehensive Income

Comprehensive Income

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Segments

Segments

Income Taxes

Income Taxes

Emerging Growth Company Status

Emerging Growth Company Status

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 11. Commitments and Contingencies

SPAC Financial Advisory Services

On December 18, 2024, the Company entered into an engagement letter with a financial advisory services provider (the “SPAC Financial Advisor”) to assist with the negotiation, structuring, and execution of the Company’s business combination with a special purpose acquisition company (“SPAC”) (the “SPAC Financial Advisory Services Agreement”). Under the agreement, the SPAC Financial Advisor also supported the preparation of marketing materials and efforts to secure potential backstop financing.

In connection with the Closing on October 9, 2025, the Company issued 223,000 ordinary shares to the SPAC Financial Advisor and also issued 40 Convertible Preferred Shares, which were contingently convertible into the Company’s ordinary shares at a ratio of 10,000 ordinary shares per Convertible Preferred Share, subject to milestone-based tranche conversion conditions pursuant to the Business Combination Agreement and the SPAC Financial Advisory Services Agreement. As mentioned above, on October 16, 2025, certain conversion milestones were achieved, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 20 Convertible Preferred Shares into 200,000 ordinary shares to the SPAC Financial Advisor.

During the year ended December 31, 2025, the Company paid the cash success fee of $2,500 and the milestone fee of $225. During the year ended December 31, 2024, the Company paid the retainer fee of $50 and the LOI signature fee of $25. As of December 31, 2025, the Company had no non-cancelable remaining cash commitments under the SPAC Financial Advisory Services Agreement, as all remaining obligations are either contingent on future events or relate to reimbursable costs recognized when incurred.

Investor Relations and Advisory Services Agreements

On October 27, 2025, the Company entered into an investor relations and advisory services agreement (the “October 27, 2025 Investor Relations and Advisory Services Agreement”) with the same vendor, effective November 1, 2025. The initial term extends through April 30, 2026, with automatic annual renewals unless terminated by either party with 60 days’ notice.

The agreement provides for a fixed monthly fee of $25, covering up to 84 hours of services allocated as follows: (i) 50 hours of investor relations, public relations, media, capital markets, and market-intelligence support for $17; (ii) 14 hours of social-media and communications services for $4; and (iii) 20 hours of business-development support for $5. The Company is also required to pay a 3% monthly service fee related to access to market-intelligence platforms. Additional services, including support for special situations such as M&A or crisis management, are billed at the vendor’s standard hourly rates, which may reach up to $1 per hour depending on personnel level.

Capital Markets Advisory Agreements

September 22, 2025 Capital Markets Advisory Agreement

In September 2025, the Company entered into an agreement (the “September 22, 2025 Capital Markets Advisory Agreement”) for a 12-month engagement period commencing August 19, 2025. Under the agreement, the vendor provides strategic capital markets advisory services, including support through the Closing and post-close public company advisory. As consideration for these services, a cash fee of $150 is payable upon close of the business combination, with additional cash fees of $125 payable 90 days after close and $125 payable 180 days after close. The agreement includes standard indemnification provisions and may be terminated upon 10 days’ written notice.

October 14, 2025 Capital Markets Advisory Agreement

In October 2025, the Company entered into an agreement (the “October 14, 2025 Capital Markets Advisory Agreement”) with a vendor for a term of 24 months. Under the agreement, the vendor will provide advisory services including assistance with research coverage, investor meetings, non-deal roadshows, and participation in the vendor hosted investor conferences. As compensation for these services, a total of $600 is due, structured as follows: $300 in cash, payable 12 months from the agreement date and $300 in cash, payable 24 months from the agreement date. These fees are subject to reduction by any fees paid to the vendor for other transactions during the term, up to a maximum offset of $600. In the event of a change of control during the term, the full advisory fee becomes immediately due and payable. The agreement contains standard indemnification clauses and may be terminated earlier only in the event of breach or for cause.

October 23, 2025 Capital Markets Advisory Agreement

In October 2025, the Company entered into an agreement (the “October 23, 2025 Capital Markets Advisory Agreement”) with a vendor to serve as the Company’s financial and capital markets advisor for a one-year term. Under the agreement, the vendor will provide advisory services including investor positioning, coordination of investor meetings, and participation in investor conferences, among other mutually agreed services. As consideration for its services, an advisory fee of $700 is due, payable in three installments, $233 which was paid upon execution of the agreement in October 2025, $233 on March 15, 2026, and $233 upon the end of the term of the agreement, October 23, 2026. The agreement contains standard indemnification clauses and may be terminated earlier only in the event of breach or for cause.

October 27, 2025 Capital Markets Advisory Agreement

In October 2025, the Company entered into an agreement (the “October 27, 2025 Capital Markets Advisory Agreement”) with a vendor for a 12-month engagement period beginning January 1, 2026. Under the October 27, 2025 Capital Markets Advisory Agreement, the vendor will provide strategic capital markets advisory services, including development of capital market strategy, institutional investor relationship development, participation in conferences and investor meetings and non-deal roadshows and related support. As compensation for these services, an advisory fee of $350 is due, structured as follows: $105 which was paid upon execution of the agreement on October 27, 2025 and $245 payable on January 1, 2026. The October 27, 2025 Capital Markets Advisory Agreement includes standard indemnification clauses and may be terminated with 90 days’ written notice.

Engineering Services Agreement

In December 2025, the Company entered into an agreement (the “December 1, 2025 Engineering Services Agreement”) for vendor-provided engineering services in support of SOLO licensing activities. The agreement specifies total consideration of €433 (plus applicable VAT), payable in four monthly installments of €108.25 each, with payment due within 10 days of invoice. The agreement includes customary confidentiality, intellectual property, and governing-law provisions. The agreement contains standard indemnification clauses and may be terminated only for material breach, in which case the Company is obligated to pay only for services rendered through termination date.

Feasibility and Industrialization Study Agreement

In November 2025, the Company entered into an agreement with a vendor to conduct a feasibility and industrialization study (the “Feasibility and Industrialization Study Agreement”) for the SOLO Micro Modular Nuclear Reactor project. The Feasibility and Industrialization Study Agreement outlines a comprehensive scope of engineering, fabrication planning, cost analysis, and regulatory support activities to be performed by the vendor. Under the Feasibility and Industrialization Study Agreement, total consideration based on estimated man-hours and hourly rates as defined in the agreement is due with a payment structure including 10% of the total price payable within 7 days of execution, and the remaining balance payable monthly based on progress milestones and time sheets.

The Feasibility and Industrialization Study Agreement allows for price adjustments if actual man-hours exceed estimates by more than 5%, or if additional activities are agreed upon. Any such adjustments will be subject to separate written agreement. The term of the Feasibility and industrialization Study Agreement is a minimum of 6 months and up to 24 months, effective upon receipt of the advance payment. Either party may terminate the agreement under specified conditions, including non-payment or breach.

Senior Advisor Agreement

On August 21, 2025, the Company entered into an agreement (the “Senior Advisor Agreement”) with an independent contractor to serve as a strategic advisor and promoter for the Company, particularly in connection with the Business Combination. The term of the Senior Advisor Agreement is 36 months and outlines the independent contractor’s responsibilities, including strategic advisory, business development, investor introductions, and support for commercial agreements related to SOLO. Compensation includes a one-time grant of 180,000 restricted shares in the post-combination public entity (vesting over 36 months) and 1% commission on qualifying new business the independent contractor originates. As of December 31, 2025, these restricted shares have not been granted.

Business Combination (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination [Abstract]

Schedule of Ordinary Shares Outstanding

The following table presents the total the Company’s ordinary shares outstanding immediately after the Closing:

	Shares
Ordinary Shares held by Terra Innovatum Global Quotaholders		47,500,000
Ordinary Shares held by GSR III public shareholders		11,810,108
Ordinary Shares held by Sponsor and related parties of Sponsor		6,232,857
Ordinary Shares held by unrelated third parties		1,074,483
Ordinary Shares underlying the PIPE Financing		3,683,500
Total Ordinary Shares		70,300,948

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating expenses:
General and administrative	$ 32,311	$ 78
Development costs	1,388	75
Total operating expenses	33,699	153
Loss from operations	(33,699)	(153)
Other income (expenses):
Other income - related party		129
Other expense, net	(1,906)
Interest expense	(1,426)
Change in fair value - share settled contingent liability	559,967
Change in fair value - warrant liabilities	16,588
Total other income, net	573,223	129
Income (loss) before income taxes	539,524	(24)
(Provision) benefit for income taxes		(10)
Net income (loss)	539,524	(34)
Other comprehensive income (loss)
Change in foreign currency translation adjustment	(10,105)	1
Total comprehensive income (loss)	$ 529,419	$ (33)
Net income per share - basic (in Dollars per share)	$ 9.74
Weighted-average ordinary shares outstanding - basic (in Shares)	55,407,007	47,500,000
Net income per share - diluted (in Dollars per share)	$ 9.74
Weighted-average ordinary shares outstanding - dilutive (in Shares)	55,420,642	47,500,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes [Abstract]

Schedule of Deferred Tax Assets and Liabilities

The components of the Company’s deferred tax assets and liabilities are as follows:

	December 31, 2025
Deferred tax assets:
Net operating loss carryforward	$	4,590
Share-based compensation		5,166
Other		27
Total deferred tax assets before valuation allowance		9,783
Valuation allowance		(9,783	)
Total deferred tax assets after valuation allowance		-
Total deferred tax (liabilities)		-
Net deferred tax assets (liabilities)	$	-

Schedule of Statutory Tax Rate and Effective Tax Rate

The reconciliation of the Company’s statutory tax rate and effective tax rate is as follows:

	For The Year Ended
	December 31, 2025
	Amount			Percent
Pretax Income	$	539,524

Statutory Tax Rate (IRES)		129,486			24.0	%
Subnational Taxes (IRAP)		-			0.0	%
Change in valuation allowance		9,783			1.8	%
Nontaxable or Nondeductible Items:
Contingent liability		(134,392	)		-24.9	%
Other		(4,877	)		-0.9	%
Effective Tax Rate	$	-			0.0	%

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes [Abstract]

Income Taxes

Note 14. Income Taxes

For the year ended December 31, 2025, the Company generated income before income taxes entirely in Italy. The Company also recorded no income tax expense or benefit due to current year tax losses and valuation allowance established against the Company’s net deferred tax assets.

The components of the Company’s deferred tax assets and liabilities are as follows:

	December 31, 2025
Deferred tax assets:
Net operating loss carryforward	$	4,590
Share-based compensation		5,166
Other		27
Total deferred tax assets before valuation allowance		9,783
Valuation allowance		(9,783	)
Total deferred tax assets after valuation allowance		-
Total deferred tax (liabilities)		-
Net deferred tax assets (liabilities)	$	-

The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient future taxable income. The Company assesses the realizability of its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets will be realized in the foreseeable future. As a result, the Company established a valuation allowance of $9,783 as of December 31, 2025.

The reconciliation of the Company’s statutory tax rate and effective tax rate is as follows:

	For The Year Ended
	December 31, 2025
	Amount			Percent
Pretax Income	$	539,524

Statutory Tax Rate (IRES)		129,486			24.0	%
Subnational Taxes (IRAP)		-			0.0	%
Change in valuation allowance		9,783			1.8	%
Nontaxable or Nondeductible Items:
Contingent liability		(134,392	)		-24.9	%
Other		(4,877	)		-0.9	%
Effective Tax Rate	$	-			0.0	%

The rate reconciliation uses Italy’s national statutory corporate income tax rate of 24% (IRES), which is the applicable statutory federal (national) income tax rate of the Company’s tax residency in Italy.

As of December 31, 2025, income taxes paid (net of refunds received) were $0 for federal (national) and state (subnational) jurisdictions in the Company’s tax residency in Italy and $0 for foreign jurisdictions (outside Italy).

As of December 31, 2025, the Company had net operating loss carryforwards in Italy of $19,124 that have an unlimited carryforward period

The Company records uncertain tax positions as liabilities in accordance with ASC 740-10 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The calculation and assessment of the Company’s income tax exposures generally involve the uncertainties in the application of complex tax laws and regulations for federal/national, state/subnational, and foreign jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon local tax examination including resolutions of any related appeals or litigation on the basis of the technical merits.

The Company files income tax returns in Italy which is the Company’s major jurisdiction where it is subject to tax examination by local tax authorities. The Company is not currently under examination for income taxes and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. The statute of limitations for the Company has expired for tax years prior to 2021.

As of December 31, 2025, the Company has not recorded any liabilities for uncertain tax positions including any related interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details