Terra Innovatum Global N.v. · NASDAQ:NKLR
Terra Innovatum Global — SPAC Merger (April 2025)
44 slides from Terra Innovatum Global's SPAC merger presentation, Apr 22, 2025
Slide 1: Investor Presentation April 2025
INVESTOR PRESENTATION APRIL 2025 : NKLR (Proposed Nasdaq Ticker)
Slide 2: Disclaimer
Disclaimer For the purposes of this notice, this “presentation” will mean and include the slides, any oral presentation of the slides by me mbers of management of GSR III Acquisition Corp. (“GSRT”) or Terra Innovatum s.r.l . (the “Company” or “Terra”) or any person on their behalf, any question - an
Slide 3: Disclaimer
Disclaimer Use of Projections: This presentation contains financial forecasts with respect to the Company’s projected financial results. Such projected fina nc ial information constitutes forward - looking information, is included for illustrative purposes only and should not be relied upon as neces
Slide 4: GSR III Acquisition Corp.: Highly Experienced SPAC Sponsor
GSR III Acquisition Corp. : Highly Experienced SPAC Sponsor 4 Gus Garcia Co - CEO & Director Lewis Silberman Co - CEO & Director Anantha Ramamurti CFO, President & Director Yuya Orime Chief Business Development Officer G |SPACs ▪ GSR III Acquisition Corp. completed its IPO in November 2024 with $230
Slide 5: Terra Innovatum: A Differentiated Nuclear Story Capitalizing on a Megatrend
Terra Innovatum : A Differentiated Nuclear Story 5 Capitalizing on a Megatrend Addressing growing demand for electricity generation with a modular low - carbon, cost - competitive and reliable solution De - risked Business Model Factory assembly materially reduces costs; use of lo w - e nriched uran
Slide 6: Nuclear Offers a Unique Value Proposition vs. Competing Technologies
16% 43% 21% 19% 1% Nuclear Offers a Unique Value Proposition vs. Competing Technologies for a Net Zero Grid 6 Source: US Department of Energy Advanced Nuclear Commercial Liftoff Report; https://liftoff.energy.gov/advanced - nuclear - 2/ Notes: (1) U.S. Energy Information Administration. Data as of 2
Slide 7: Microreactors for a broad and diverse set of end markets
7 (1) Nuclear Regulatory Commission. Remote, Rural and Island Communities Infrastructure Industrial / Factories (Power & Heat) Medical / Healthcare With minimal site requirements, low maintenance capital costs and long periods between refueling, microreactors are ideal for a broad and diverse set of
Slide 8: Valuation Benchmarking vs. Key Metrics
$475 $1,875 $850 $114 $925 $4,150 $3,056 $736 Valuation Benchmarking vs. Key Metrics 8 Negotiated Equity Value / At IPO Market Cap. (1) Current Market Cap. Source: SEC filings and Factset as of April 17, 2025. (1) Excludes any earnout shares. (2) Terrestrial Energy announced a merger with HCM II Acq
Slide 9: Transaction Overview: $475 million Equity Consideration to Existing Terra Shareholders
Transaction Overview: $475 million Equity Consideration to Existing Terra Shareholders 9 Key Transaction Terms Aligned with Public Investors ▪ Terra shareholders to roll over 100% of existing equity and all net transaction proceeds to be invested in the Company ▪ Terra is highly incentivized to prog
Slide 10: Company Overview and High-Level Project Characteristics
COMPANY OVERVIEW AND HIGH - LEVEL PROJECT CHARACTERISTICS
Slide 11: Leadership: Highly Experienced Team of Nuclear Industry Experts
Leadership: Highly Experienced Team of Nuclear Industry Experts 11 (1) Nuclear Regulatory Commission. MARCO CHERUBINI (PhD) Co - Founder, C hief T echnology O fficer & Product Director CESARE F REPOLI (PhD) Co - Founder, C hief O perating O fficer & Licensing Director MAS S IMO MORICHI (PhD) Partner
Slide 12: Simple and Safe Micro-Reactor Solutions Deployable Anywhere
12 We Deliver Simple and Safe Micro - Reactor Solutions That are Scalable, Affordable and Deployable Anywhere 1MWe at a Time MAKING NUCLEAR POWER ACCESSIBLE Team Design Supply Chain Cost (kWh)
Slide 13: SOLO Unit Design
13 13 DESIGN COMPLETED October 2024 Safeguards by Design Zero Emergency Zone Area 1MWe Electric 10m ~33 ft 10m ~33 ft 4MWt Thermal 15 Years LEU Fuel No Refueling (1) LICENSED FUEL SOLO UNIT No Explosion No Meltdown Limited Radiation Exposure Existing Supply Chain Small Footprint (1) With LEU, SOLO T
Slide 14: Modular by Design
14 14 MODULAR BY DESIGN Scalable in Power, Cost, and Footprint 1MWe 4MWt 1MWe 4MWt 1MWe 4MWt 3MWe - 12MWth BENEFITS OF MODULARITY Scalability Redundancy Standardized Construction Proximity 1GWe Up to Team Design Supply Chain Cost (kWh)
Slide 15: Presence of Research Reactors in Urban Areas
15 15 15 15 Presence of Research Reactors (RR) in Urban Areas (1) https://explorenuclear.com/maps/map - of - us - nuclear - sites/. Texas A&M and Kairos Power (Oak Ridge) has 2 reactors. 30+ RR in university campuses and laboratories close to densely populated areas. MIT 6MWth Team Design Supply Cha
Slide 16: Use of Readily Available Components Further Simplifies Regulatory Process
Use of Readily Available Components Further Simplifies Regulatory Process 16 (1) Nuclear Regulatory Commission. Note: Terra has initiated supply discussions and has already signed MOUs with some of the suppliers shown above. SUPPLIERS FUEL MODERATORS COOLAND & SHUTDOWN SYSTEM REACTOR VESSEL SHELL, M
Slide 17: The Future is Near
17 The Future is Near The image depicts a future scenario where SOLO reactors are integrated into a mixed - use development, combining residential and commercial spaces powered by the micro reactor technology Rendering: On - Site Assembly of 2 SOLO Units (1MWe/4MWt Each) • On - Site Final Assembly o
Slide 18: SOLO Generates Diverse Resources at an Attractive Cost
18 SOLO Generates Diverse Resources at an Attractive Cost Electricity (1MWe) Heat (4MWt) Co - Generation (1MWe + 3MWt) SOLO to provide fixed energy cost of $0.07/kWh across 45 years with further kWh cost reduction for co - generation application (electricity plus heat) Radioisotopes (Medical) Team D
Slide 19: Micro-Modular Reactor Overview
MICRO - MODULAR REACTOR OVERVIEW
Slide 20: SOLO Micro Modular Reactor Key Features
20 2.4m (W) x 2.4m (D) x 6.5m (H) Overall Dimensions 1 MWe Electricity Capacity 4 MWt Thermal Capacity UO 2 Pellets (4.95% U - 235), Zircalloy clad (same as operating LWRs (1) ) Fuel Rods 15 years without refueling (45 years with refueling) Operating Cycle A solid heterogenous matrix made of Berylli
Slide 21: How It Works – Heat Generation and Removal
21 Upper Plenum Coolant Channel Lower Plenum CORE Reactor Vessel Shell Integrated Radiological Containment C old c oolant enters the core C oolant Inlet Heat from core is transferred to the coolant Heat is transferred to cooling loop for power generation Hot c oolant exits the core Coolant Channel H
Slide 22: How It Works – Multiple Redundant Shutdown Mechanisms
12 Shut d own D rums • 12 drums block with absorbing material above • Extraction of the reflector and insertion of absorbing materials • 6 out of 12 drums are sufficient to shut down the reactor (N+6 redundancy) How It Works – Multiple Redundant Shutdown Mechanisms 22 12 Control Blades • Compensate
Slide 23: Monolith: Biological Shield & Decay Heat Removal System
23 • Heat removal for normal and accident conditions based on natural convection • Decay heat can be removed by forced circulation even though natural circulation is sufficient • The amount of decay heat the day after a reactor is shut down is equivalent to the heat generated from ~ 10 bread toaster
Slide 24: Built on LEU, Forward-Compatible with HALEU
Built on LEU , Forward - Compatible with HALEU 24 15 30 70 15 0 10 20 30 40 50 60 70 80 HALEU LEU Fuel Cycle Analysis Years P=4MWt P=4MWt P=10MWt P=20MWt fills the gap between the current use of standard LEU and HALEU ▪ SOLO TM provides the only platform to be able to transition from currently licen
Slide 25: Project Implementation
PROJECT IMPLEMENTATION
Slide 26: Key Milestones
Key Milestones 26 (1) Nuclear Regulatory Commission. TECHNOLOG Y MILESTONE S Technology Principle Evaluation ▪ Literature Research ▪ Conceptualization ▪ Definition of high - level requirements ▪ Preliminary definition of microreactor features ▪ Nuclear Components, Detail Design ▪ Assembly process de
Slide 27: Intellectual Property & Provisional Patents Filed
7 Provisional Patents Filed 2025 27 Intellectual Property & Topics of Provisional Patents Filed ▪ Low - leakage, Extended - life, Low - enrichment Thermal Reactor ▪ Control and Shutdown system ▪ Reactor Vessel Shell / Integrated Radiological Containment ▪ Radioisotope production system (medical) ▪ S
Slide 28: Terra Innovatum Leads All Value Creation Processes Throughout Operations
Terra Innovatum Leads All Value Creation Processes Throughout Operations 28 (1) Nuclear Regulatory Commission. Project Management Licensing and Site Development PROJECT MANAGEMENT Contractors (CAPEX Light) Customers Reactor Design Own (and/or invest equity) Operate, Monitor & Safety Supervision Offt
Slide 29: SOLO Economics
S O L O E C O N O M I C S
Slide 30: Key Factors for Competitive Electricity Pricing and Strong Unit Economics
Key Factors for Competitive Electricity Pricing and Strong Unit Economics 30 Ownership Model ▪ Autonomous energy baseload at fixed price for 15 to 45 years Off - Grid ▪ No Transmission / Distribution Costs and Taxes Smaller Scale ▪ Less Complexity and Faster Assembly / Deployment (1) Nuclear Regulat
Slide 31: Unit Economics
Unit Economics 31 (1) Nuclear Regulatory Commission. $17.5 $19.0 $1.5 $3.5 $8.0 $0.8 $6.7 Sale of SOLO Service Revenue Total Revenue Fuel Cost Other SOLO Costs Service Cost Unit-Level Cashflow Assumptions and Cashflow Margins ▪ Assumes $100K annual maintenance fee charged to customer for 15 years ▪
Slide 32: SOLO to Offer Below Average Electricity Prices in Most States
HI CA RI AK MA CT NH ME NJ VT DC MD IL MN NY VA CO FL WI NV SD MI DE AZ IN WY OR MO PA WV NC KS MT NE ID ND AL OH GA UT IA SC MS AR KY WA TX TN OK LA NM HI CA AK CT RI MA NH VT NY ME DC NJ MI AL MD WI IN AZ MN TN DE MS CO MT IL WV KY KS FL GA PA OR OH SD NM NC SC WA NV LA IA AR MO WY ID VA OK TX NE
Slide 33: Wide Variance in Power Prices Paid within a State
Wide Variance in Power Prices Paid within a State 33 ▪ 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 customers pay an average of 7 cents per kWh, but ~34% of
Slide 34: Estimated Cost to FOAK (First-of-a-Kind)
Estimated Cost to FOAK (First - of - a - Kind) 34 (1) Nuclear Regulatory Commission. 34 2025 2026 2027 – 2029 (1) Does not include transaction costs in the assumed working capital. ▪ Based on the current discussion with potential contract manufacturers, we expect to have an annual capacity for 400 S
Slide 35: Transaction Overview
TRANSACTION OVERVIEW
Slide 36: Transaction Overview
Transaction Overview 36 (1) Nuclear Regulatory Commission. ▪ Equity consideration to existing Terra Innovatum shareholders of $475 million, or 47.5 million shares at Closing ▪ In addition, 80 million shares will vest to existing Terra shareholders equally at illustrative pro forma share prices of $1
Slide 37: Terra Innovatum's Unique Positioning in SMR Sector
Terra Innovatum’s Unique Positioning in SMR Sector 37 (1) Nuclear Regulatory Commission. MWe (Low) MWe (High) LEU HALEU / TRISO Natrium (345) LMFR BWRX - 300 (300) BWR SMR - 300 (300) PWR AP300 (300) PWR EM2 (265) (1) GFR IMSR (195) MSR Hermes (140) FHR ARC - 100 (100) LMFR MSR - 1 (100) MSR LFTR (1
Slide 38: SOLO is Smaller, Simpler and More Flexible than Larger SMRs
38 SOLO is Smaller, Simpler and More Flexible than Larger SMRs and Traditional Nuclear Reactors Key Takeaways 38 FOAK / Commercialization Expected in 2028 – 2029 In - Factory Efficient Assembly Cycle Utilizes Known Fuel with Existing Supply Chain Safeguards by Design and 24/7 Remote Monitoring Desig
Slide 39: Appendix
APPENDIX
Slide 40: Radioisotope Production
• An ideal platform (small and deployable anywhere w/o EZP) 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 for a wide spectrum of radioisotope production • A
Slide 41: Core Reactor & Safeguards Verification
• The reactor 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 • Measurement channels are transmittin
Slide 42: 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 » Coolant Inlet temperature = 550K » Coolant outlet temperature = 650K • Gas cooling (single - phase) and thermal conduction acro
Slide 43: Decommissioning: Storage of End-of-Life Core
Storage of End - of - Life Core : Meets all the Normal and Accident Condition Design Loads (10 CFR 71 Requirements) C O R E D I S P O S A L C A S K (D1.7m and H5m) • SOLO core box is physically separated from reactor assembly • COTs Cask can contain the whole core box • SOLO Heat shelf significantly
Slide 44: Copyright and Informational Notice
© 202 5 by Terra Innovatum, All Rights Reserved. www.x - solo.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 co