Terra Innovatum Global N.v. · NASDAQ:NKLR
Terra Innovatum Global — SPAC Merger (June 2025)
66 slides from Terra Innovatum Global's SPAC merger presentation, June 2025
Slide 1: 2025 Investor Day Virtual Conference
X GSR III ACQUISITION CORP (NASDAQ: GSRT) 2025 INVESTOR DAY VIRTUAL CONFERENCE NASDAQ: NKLR (Proposed Nasdaq Ticker) INVESTOR PRESENTATION | JUNE 2025 |
Slide 2: Agenda & Speakers
AGENDA & SPEAKERS GSR III Acquisition Corp. TOPIC SPEAKERS (Nasdaq: GSRT) Transaction Overview Gus Garcia and Lewis Silberman Gus Garcia Lewis Silberman CO-CEO & DIRECTOR CO-CEO & DIRECTOR Terra Innovatum Overview Alessandro Petruzzi Terra Innovatum Micro-Modular Reactor Overview Marco Cherubini Saf
Slide 3: Disclaimer
DISCLAIMER For the purposes of this notice, this “presentation” will mean and include the slides, any oral presentation of the slides by members of addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full management of
Slide 4: Disclaimer
DISCLAIMER Use of Projections: This presentation contains financial forecasts with respect to the Company’s projected financial results. Such Industry and Market Data: In this presentation, the Company relies on and refers to certain information and statistics obtained from projected financial infor
Slide 5: Glossary
GLOSSARY BWR Boiling water reactor LEU Low-enriched uranium CAGR Compound annual growth rate LMFR Liquid metal fast breeder reactor CFD Computational fluid dynamics MMR Micro modular reactors CFR Code of federal regulations MSR Molten salt reactors COTS Commercial-off-the-shelf components mSv Millis
Slide 6: Transaction Overview
TRANSACTION OVERVIEW IN I NVVEESST TOORR PPRREESSEENNT TAAT TI O I ONN | | J M UANY E 2025 | 6
Slide 7: Highly Experienced SPAC Sponsor
GSR III ACQUISITION CORP Highly Experienced SPAC Sponsor ▪ GSR III Acquisition Corp. completed its IPO in November 2024 with $230 million cash-in-trust ▪ Highly experienced sponsor team with extensive SPAC transaction credentials ▪ Previously sponsored two SPACs, Gus Garcia Lewis Silberman Anantha R
Slide 8: Solving for the World's Growing Energy Demand at the Right Moment
GROWING NEED FOR ENERGY INNOVATION Solving for the World’s Growing Energy Demand Global energy demand grew by 2.2% in 2024, at the Right Moment faster than the average rate over the past decade.1 Projected 50% increase in global energy Terra’s simple and safe nuclear energy solution, demand by 20502
Slide 9: Growing Market Opportunity for Scalable Nuclear Solutions
Growing Market The global SMR market is Opportunity projected to grow from $0.7 for Scalable billion in 2025 to $2.7 billion by Nuclear Solutions 2029, at a CAGR of 41.7%(1) GOVERNMENT FUNDING The U.S. Department of Energy has allocated $900 million to support SMR deployment, aiming to de-risk proje
Slide 10: Low-Cost, Zero-Carbon, and Reliable Micro-Modular Nuclear Energy at the Point of Demand
TERRA INNOVATUM’S SOLUTION Low-Cost, Zero-Carbon, and Cracked the nuclear engineering code with its Reliable Micro-Modular Nuclear SOLOTM reactor: 1MWe production using Energy at the Point of Demand commercially available low-enriched uranium fuel MANUFACTURABLE IN BUILT-IN SAFETY EXISTING NUCLEAR C
Slide 11: SOLO's Versatile Value Proposition
SOLO’S VERSATILE VALUE PROPOSITION ELECTRICITY RADIOISOTOPES (1MWe) (MEDICAL) SOLO to provide a fixed energy cost of $0.07/kWh1 across 45 years (assuming two core swaps) with further kWh cost reduction for co-generation application (electricity plus heat) (1) Key assumptions include, expected $17.5m
Slide 12: Terra Innovatum's Unique Positioning in the SMR Sector
TERRA INNOVATUM’S UNIQUE POSITIONING IN THE SMR SECTOR SOLO w/LEU (1) Natrium (345) BWRX-300 (300) SMR-300 (300) AP300 (300) IMSR (195) Hermes (140) ARC-100 (100) MSR-1 (100) LFTR (100) U.S. SMR Universe n>20 Xe-100 (80) VOYGR (77) FMR (50) Aurora (50) PWR-20 (20) [TBD] (15) Aurora (15) Aalo-1 (10)
Slide 13: Avoiding Outages with SOLO
AVOIDING OUTAGES WITH SOLO Heathrow Shuts Down After Power Outage (March 2025) ▪ Led to cancellation of around 1,400 flights ▪ 63,000 homes lost power in the outage caused by fire ▪ 150 people evacuated from surrounding properties ▪ Cause remains unknown Bilbao Spanish Grid Blackout (April 2025 in P
Slide 14: Transaction Overview
TRANSACTION OVERVIEW $475 million at $10/share Equity Consideration to Existing Terra Shareholders TERRA INNOVATUM’S UNIQUE COMBINATION OF ATTRIBUTES Key Transaction Terms Aligned with Public Investors Safety profile that can only be achieved by micro reactors ▪ Terra shareholders to roll over 100%
Slide 15: Valuation: Benchmarking vs. Key Metrics
VALUATION $10,380 $8,057 Benchmarking Negotiated Equity Value / At IPO Market Cap.(1) vs. Key Metrics Current Market Cap. $1,875 $1,476 $475 $850 $925 (US$ IN MILLIONS) $114 .(2) EXPECTED FOAK / 2028 – 2029 2029 – 2030 2027 – 2028 2030 – 2031 2034 COMMERCIALIZATION REGULATORY Pre IPO Pre IPO Pre IPO
Slide 16: Terra Innovatum Overview
TERRA INNOVATUM OVERVIEW IN I NVVEESST TOORR PPRREESSEENNT TAAT TI O I ONN | | J M UANY E 2 0 2 5 | 16
Slide 17: Making Nuclear Power Accessible
MAKING NUCLEAR POWER ACCESSIBLE We Deliver Simple and Safe Micro-Reactor Solutions That are Scalable, Affordable and Deployable Anywhere, 1MWe at a time II N N VV EE SS TT O ORR PP R R EE SS EE N N TT AA TT II O ONN || JJ U UNN EE 22 00 22 55 || 17
Slide 18: Highly Experienced Team of Nuclear Industry Experts
HIGHLY EXPERIENCED TEAM OF NUCLEAR INDUSTRY EXPERTS 180 YEARS 11+ COMBINED YEARS OF INTERNATIONAL EXPERIENCE PATENTS Alessandro Petruzzi (PhD) Cesare Frepoli (PhD) Marco Cherubini (PhD) CO-FOUNDER & CO-FOUNDER, CO-FOUNDER, CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER CHIEF TECHNOLOGY OFFICER & LI
Slide 19: Leading the Nuclear Revolution with a Differentiated Approach
TERRA INNOVATUM Leading the Nuclear Revolution CAPITALIZING ON A MEGATREND Addressing growing demand for electricity generation with a modular with a Differentiated Approach low-carbon, cost-competitive and reliable solution SAFETY AND SAFEGUARDS AS THE #1 PRIORITY Designed with specific safety and
Slide 20: Ideally Suited for Multiple Applications
BROADLY DIVERSIFIED END MARKETS ILLUSTRATIVE PER-SITE NEED(1) Ideally Suited INFRASTRUCTURE / ▪ Remote, Rural and Island Communities UTILITIES ▪ Defense Installations for Multiple ▪ ▪ Water Treatment and Desalination Energy Storage / Generator Replacement 1-5+ Applications ▪ ▪ Shipping Ports & Marin
Slide 21: Illustrative Customer Use Case: Mining Operation
ILLUSTRATIVE CUSTOMER USE CASE: MINING OPERATION CURRENT STANDARD: ▪ The minerals and mining industry is a significant ▪ Use of fossil fuel (diesel, coal, heavy consumer of fossil fuels and contributor to global fuel, etc. ) delivered via truck and stored on site to power fixed and mobile plants war
Slide 22: Illustrative Customer Use Case: Industrial Factory
ILLUSTRATIVE CUSTOMER USE CASE: INDUSTRIAL FACTORY ▪ Terra Innovatum is working with a number of potential CURRENT STANDARD: industrial customers, with a particular focus on those ▪ Use of electricity and heat from who can take advantage of co-generation capabilities utilities, subject to cost infla
Slide 23: Illustrative Customer Use Case: Healthcare
ILLUSTRATIVE CUSTOMER USE CASE: HEALTHCARE ▪ The healthcare industry represents a key end market CURRENT STANDARD: for Terra Innovatum ▪ Standard hospital connected to grid managing power-supply disruptions ▪ Users can utilize both electric and thermal with diesel generators (co-generation) output t
Slide 24: Small, Safe, and Factory Assembled – Design Completed
G E N E R AT E S 1MWe/4MWth Small, Safe, and Factory Assembled – NO Design Completed EXPLOSION NO EMERGENCY ZONE AREA RISK NO P R O L I F E R AT I O N 10MX10MX10M RISK SIZE1 (1) The dimensions include the biological shield RUNS 24/7 R E M O T E LY O P E R AT E D I INNVVEESSTTOORR PPRREESSEENNTTAATTI
Slide 25: Scalable in Power, Cost, and Footprint
MODULAR BY DESIGN Scalable in Power, Cost, and Footprint UP TO 1GWe 3MWe - 12MWth BENEFITS OF MODULARITY | Scalability | Redundancy | Standardized Construction | Proximity II N N VV EE SS TT O ORR PP R R EE SS EE N N TT AA TT II O ONN || JJ U UNN EE 22 00 22 55 || 25
Slide 26: Radioisotope Production
RADIOISOTOPE PRODUCTION ▪ An ideal platform (small and deployable anywhere without an emergency planning zone) for large scale production of medical radioisotopes (e.g. Tc99) ▪ Easily accessible channels inside the reactor (as part of the basic design) purposed for material transmutation ▪ Suitable
Slide 27: Key Advantages of SOLO
KEY ADVANTAGES OF SOLO ELECTRICITY THERMAL URANIUM (MWe) (MWth) ENRICHMENT 5MWe or Less 15MWth or Less Less than 5% Enriched (Megawatt Electric) (Megawatt Thermal) (Enrichment) ▪ Small scale – ability to ▪ No meltdown risk ▪ Can utilize off-the-shelf / assemble / manufacture approved fuel ▪ Facilita
Slide 28: Built on Widely Available LEU, Forward-Compatible with HALEU
BUILT ON WIDELY AVAILABLE LEU FORWARD-COMPATIBLE WITH HALEU FUEL CYCLE ANALYSIS ▪ SOLO provides the only platform to be able to transition from currently licensed fuel products (LEU) to future fuel products and supply (HALEU) ▪ LEU: can operate for ~15 years without need for refueling P=4MWth 15 ▪ H
Slide 29: Only Micro-Modular Reactor Company Using LEU
ONLY MICRO-MODULAR REACTOR COMPANY USING LEU LEU BWRX-300 (300) BWR SOLO w/LEU (1) SMR-300 (300) IMSR (195) VOYGR (77) PWR-20 (20) [TBD] (15) GCR PWR MSR PWR PWR PWR AP300 (300) PWR MWe (High) MWe (Low) EM2 (265) (1) GFR ARC-100 (100) LMFR Odin (1.25) LMFR Natrium (345) Hermes (140) MSR-1 (100) Xe-1
Slide 30: Use of Readily Available Components Simplifies Regulatory and Commercial Process
USE OF READILY AVAILABLE COMPONENTS SIMPLIFIES REGULATORY AND COMMERCIAL PROCESS REACTOR VESSEL COOLANT & SHELL, METALS, GENERATOR, CONCRETE & AIR FUEL MODERATORS SHUTDOWN SYSTEM DRUMS, PIPING, I&C ASSEMBLY TURBINE & PUMPS CIRCULATION SUPPLIERS Note: Terra has initiated supply discussions and has al
Slide 31: Streamlined Deployment
STREAMLINED DEPLOYMENT Efficient Process from STANDARDIZED Factory to Power PRODUCTION ▪ Third-Party Manufacturing ▪ Delivery ▪ On-Site Final Assembly ▪ Prefabricated Concrete Blocks ▪ Connection to the End-User via Balance of Plant Rendering: On-Site Assembly of 2 SOLO Units (1MWe/4MWth Each) The i
Slide 32: Built for Rapid & Scalable Commercialization at Low Costs
Built For Rapid & Scalable Commercialization at Low Costs O F F - T H E - S H E L F C O M P O N E N T S C O M M E R C I A L L Y A V A I L A B L E F U E L F A C T O R Y A S S E M B L E D R E P E A T A B L E D E S I G N J A N U A R Y O N G O I N G > > > L A T E - Y E A R M I D - Y E A R 2 0 2 9 + Regu
Slide 33: Micro-Modular Reactor Overview
MICRO-MODULAR REACTOR OVERVIEW INVESTOR PRESENTATION | J U N E 2 0 2 5 | 33
Slide 34: SOLO Micro-Modular Reactor Key Features
SOLO MICRO-MODULAR REACTOR Key Features OVERALL DIMENSIONS 7.9 ft (W) x 7.9 ft (D) x 21.3 ft (H) COOLANT Helium Total less than 133k lbs ELECTRICITY CAPACITY 1 MWe WEIGHT (Reactor core is less than 44k lbs) Assembled in a factory THERMAL CAPACITY 4 MWth MANUFACTURING and transportable UO2 Pellets (4
Slide 35: Heat Generation and Removal
HOW IT WORKS Heat Generation Heat is transferred to cooling loop for UPPER PLENUM and Removal power generation Hot coolant COOLANT CHANNEL exits the core CORE Heat from core is transferred to Reactor Vessel Shell the coolant Integrated Radiological Containment Cold coolant COOLANT CHANNEL enters the
Slide 36: Multiple Redundant Shutdown Mechanisms
HOW IT WORKS Multiple Redundant SAFETY SHUTDOWN SYSTEMS Shutdown Mechanisms He-3 Injection System ▪ Injected in the six channels of the first radial ring ▪ High sub-criticality reached CONTROL SYSTEM 12 Shutdown Blades ▪ 12 blades used 12 Control Blades ▪ 8 out of 12 blades are sufficient to shut do
Slide 37: Biological Shield & Decay Heat Removal System
MONOLITH Biological Shield & Decay Heat Removal System MONOLITH: An 8.2 ft (2.5m) Thick Concrete Block Heat removal for normal and Biological Shield 2.5m accident conditions based on ▪ Effective dose below the public natural convection exposure limit of 1 mSv/year ▪ Decay heat can be removed by ▪ Ev
Slide 38: Presence of Research Reactors in Urban Areas
PRESENCE OF RESEARCH REACTORS (RR) IN URBAN AREAS US RESEARCH & T E S T R E A C T O R S (1) 6MWth 30+ Research Reactors in university campuses and laboratories close to densely populated areas. (1) https://explorenuclear.com/maps/map-of-us-nuclear-sites/. Texas A&M and Kairos Power (Oak Ridge) has 2
Slide 39: Safeguards & Decommissioning
SAFEGUARDS & DECOMMISSIONING INVESTOR PRESENTATION | J U N E 2 0 2 5 | 39
Slide 40: Advantages of SOLO's Built-in Safeguards
TERRA NUCLEAR SAFEGUARDS Advantages of SOLO’s Built in Safeguards Safeguards Critical for Independent Verification ▪ Embedded safeguard-by-design is a long-term moat for SOLO in global markets ▪ Detect the diversion of nuclear material in the manufacturing ▪ Non-proliferation compliance is a key dif
Slide 41: Core Reactor & Safeguards Verification
CORE REACTOR & SAFEGUARDS VERIFICATION ▪ SOLO will include safeguards based on the Fuel Verification system implemented by IAEA ▪ SOLO features 4-8 safeguards reactor channels around the core with gamma and neutron multiplicity counting allowing unique fingerprint of in-core fuel presence ▪ Measurem
Slide 42: Decommissioning: Storage of End-of-Life Core
DECOMMISSIONING ▪ SOLO core can be removed from reactor PROTECTIVE COVER Storage of End-of-Life Core LEAKTIGHTNESS MONITORING assembly DRAIN ORIFICE Meets all the Normal and Accident VENT ORIFICE ▪ SOLO core fits into commercial-off-the-shelf cask Condition Design Loads STEEL LID (10 CFR 71 Requirem
Slide 43: Intellectual Property: 7 Provisional Patents Filed
INTELLECTUAL PROPERTY & TOPICS OF PROVISIONAL PATENTS FILED 7 Provisional Patents Filed (2025) ▪ Low-leakage, Extended-life, Low-enrichment Thermal Reactor ▪ Control and Shutdown system ▪ Reactor Vessel Shell / Integrated Radiological Containment ▪ Radioisotope production system (medical) ▪ Safeguar
Slide 44: Regulatory Overview
REGULATORY OVERVIEW INVESTOR PRESENTATION | J U N E 2 0 2 5 | 44
Slide 45: Key Historical Milestones
KEY HISTORICAL MILESTONES Highlights In Progress TECHNOLOGY TECHNOLOGY MICROREACTOR MICROREACTOR START OF LICENSING & SUBMITTAL PRINCIPLE HIGH LEVEL FEASIBILITY DESIGN PRELIMINARY DESIGN OF LICENSING INDUSTRIAL EVALUATION REQUIREMENTS STUDIES PHASES DESIGN PROGRESS DOCUMENTATION PARTNERSHIPS 2018 20
Slide 46: NRC Reactor Licensing Process | 10 CFR Part 50
JANUARY 2025: TERRA INNOVATUM PRE-APPLICATION SUBMITTAL FOR SOLO MMR1 WITH U.S. NRC NRC Reactor Licensing Process | 10 CFR Part 50 (1) Company websites and NRC site. (https://www.nrc.gov/reactors/new-reactors/advanced/who-were-working-with/pre-application-activities.html#gaes) MMR refers to Micro Mo
Slide 47: SOLO MMR Deployment Schedule
SOLO MMR DEPLOYMENT SCHEDULE Earnout #2 Earnout #3 Earnout #4 Earnout #1 ndustriali ation OA a ri ation rans ortation Asse l on Site of SOLO OA Site dentifi ation and er it A li ation SOLO OA Startu SOLO est rogra OLA evie OLA re aration ategor Licensing SA evie and date and A roval Testing Operatio
Slide 48: SOLO Economics / Go-to-Market Strategy
SOLO ECONOMICS GO-TO-MARKET STRATEGY INVESTOR PRESENTATION | J U N E 2 0 2 5 | 48
Slide 49: Key Factors for Competitive Electricity Pricing and Strong Unit Economics
KEY FACTORS FOR COMPETITIVE ELECTRICITY PRICING AND STRONG UNIT ECONOMICS Existing Supply Chain ▪ Utilization of standard LEU Smaller Scale fuel and components ▪ Less complexity and faster ▪ Require less R&D and assembly / deployment licensing efforts Off-Grid Ownership Model ▪ No transmission / dis
Slide 50: SOLO to Offer Below Average Electricity Prices in Most States
SOLO TO OFFER BELOW AVERAGE ELECTRICITY PRICES IN MOST STATES Average Price Paid by Commercial Customers in US (2024)(1) Co-Generation of Degraded Heat Can Further Enhance Cost Effectiveness M A X : $0.39 / kWh I L L U S T R A T I V E N E T C O S T P E R kWh(3) M I N : $0.07 / kWh ($ / kWh) $0.08 ME
Slide 51: Wide Variance in Power Prices Paid Within a State
WIDE VARIANCE IN POWER PRICES PAID WITHIN A STATE Washington State Industrial Customers by Utility(1) ▪ Even in states where the average cost of power paid by commercial and industrial customers is relatively low, there is a wide variance around those averages ▪ In WA for example, industrial custome
Slide 52: Illustrative Unit Economics
UNIT ECONOMICS Illustrative Unit Economics(1) (First 15 Years) NOAK(2) (At 1,000 Units) Assumptions and Cashflow Margins $1.5 ▪ Assumes $100K annual maintenance, remote performance and $3.5 safeguard monitoring ▪ Unit-level cashflow margin ▪ At 1,000 units: 35% of revenue ▪ At 10,000 units: 55% of r
Slide 53: Global Expansion and Go-to-Market Strategy
GLOBAL EXPANSION AND GO-TO MARKET STRATEGY Opportunity for SOLO Micro Modular Reactors M A T U R E M A R K E T D R I V E R S Terra Will Pursue High electricity costs and decarbonization goals are accelerating the demand for clean, scalable energy - especially in countries with aging grid infrastruct
Slide 54: Flexible Ownership Model
TERRA INNOVATUM LEADS ALL VALUE CREATION PROCESSES THROUGHOUT OPERATIONS PROJECT MANAGEMENT In-House Outsourced Contract Operate, Licensing Own Reactor Project Manufacturing Monitor And Site (And/Or Offtake Design Management / Assembly & Safety Development Invest Equity) / Installation Supervision C
Slide 55: Estimated Production Capacity and Cost to FOAK
E S T I M A T E D C O S T T O F O A K (First-of-a-kind) 2025 2026 2027-2029 $35M – $40M $30M – $35M Estimated required capital for direct and indirect engineering and licensing costs, FOAK construction costs, and working capital(1) Estimated Production Capacity Based on the current discussion with A
Slide 56: Recent Company Progress
RECENT COMPANY PROGRESS INVESTOR PRESENTATION | J U N E 2 0 2 5 | 56
Slide 57: Building a Resilient Supply Chain
BUILDING A RESILIENT SUPPLY CHAIN Recent Partnerships Paragon Energy Solutions ▪ Provider of Instrumentation and Control (I&C) and Safety Systems ▪ Strategic manufacturing partner enabling scalable production of SOLO MMR components ▪ Secures supply chain and fabrication capacity critical for commerc
Slide 58: Customer Discussions
CUSTOMERS DISCUSSIONS Strong market momentum and PREDOMINANT SECTORS initial interest for SOLO across the World Large Scale Data Centers Infrastructure & Hyperscalers PER GEOGRAPHICAL REGION 200 Mwe – 1GWe Oil & Gas & Mining Large-Scale Operations Residential INVESTOR PRESENTATION | J U N E 2 0 2 5
Slide 59: Closing Remarks
CLOSING REMARKS INVESTOR PRESENTATION | J U N E 2 0 2 5 | 59
Slide 60: Differentiated Solution Built for Safety, Scalability and Rapid Deployment
TERRA INNOVATUM’S DIFFERENTIATED SOLUTION IS BUILT FOR SAFETY, SCALABILITY AND RAPID DEPLOYMENT SOLO has a de-risked regulatory and commercial pathway: built using off-the- shelf components, utilizes available fuel, and is designed to be inherently safe SOLO can run 24/7 without refueling for up to
Slide 61: Q&A
Q&A INVESTOR PRESENTATION | J U N E 2 0 2 5 | 61
Slide 62: Investor Relations Contacts
Investor Relations Contacts Giordano Morichi Partner, Chief Business Development Officer & Investor Relations Terra Innovatum S.r.l. E: g.morichi@terrainnovatum.com Nicholas Hresko-Staab Vice President Investor & Media Relations Alliance Advisors IR E: TerraIR@allianceadvisors.com INVESTOR PRESENTAT
Slide 63: Appendix
APPENDIX INVESTOR PRESENTATION | J U N E 2 0 2 5 | 63
Slide 64: Terra Innovatum to Go Public on Nasdaq via Combination with GSR III
TRANSACTION OVERVIEW Illustrative Sources and Uses (2) Terra Innovatum to Go Public on Nasdaq Via Public Combination with GSR III Acquisition Corp. Sources GSRT Cash-in-Trust $230 (Nasdaq: GSRT) Terra Innovatum Equity Rollover 475 Total Sources $705 Key Transaction Terms ▪ Equity consideration to ex
Slide 65: Thermal: High-Fidelity Evaluation Model
THERMAL: HIGH-FIDELITY EVALUATION MODEL ▪ Nearly uniform temperature distribution across the reactor. ▪ Minimal structural thermal loads. ▪ Nominal Temperatures (SOLO Base-Line*) ▪ Max clad temperature = 750K COMPUTER CODE CFD & RELAP ▪ Coolant Inlet temperature = 550K ▪ Coolant outlet temperature =
Slide 66: NASDAQ: NKLR
WWW.TERRAINNOVATUM.COM The content provided in this presentation is for informational purposes only and is intended to offer general information about Terra Innovatum, its business, its products and its services. The information contained herein does not constitute an offer to sell or a solicitation