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Terra Innovatum Global Files 2025 Form 10‑K and Reports Fourth Quarter and Fiscal Year 2025 Financial Results

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Terra Innovatum Global (NASDAQ:NKLR) filed its 2025 Form 10‑K and reported fourth quarter and fiscal year 2025 results. The company ended 2025 with $102.9 million in cash, no debt, and says it is funded through expected FOAK licensing and construction.

Net income was $539.5 million, mainly from non‑cash gains related to the GSR III business combination, while loss from operations was $33.7 million as spending increased on licensing and engineering. Terra Innovatum advanced NRC licensing, selected Rock City Admiral Parkway in Illinois as its FOAK SOLO deployment site, and now has 100 SOLO units under non‑binding MOUs with partners including Ameresco. Supply chain partners support potential capacity of up to 400 SOLO reactors per year by the end of 2028, aligned with planned commercialization from 2028.

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Positive

  • Ended 2025 with $102.9 million cash and no debt
  • Added approximately $109 million net cash from GSR III business combination
  • 2025 net income of $539.5 million, or $9.74 per diluted share
  • Non‑binding MOUs covering 100 SOLO units across multiple sectors
  • FOAK deployment site in Illinois with option for up to 50 additional SOLO units
  • Supply chain capacity targeted for up to 400 SOLO reactors per year by end of 2028

Negative

  • 2025 loss from operations of $33.7 million, up from $153,000 in 2024
  • Net cash used in operating activities rose to $10.3 million from $42,000
  • Company has generated no revenue from the SOLO program to date
  • Management expects to continue incurring operating losses during commercialization efforts

News Market Reaction – NKLR

-2.15%
1 alert
-2.15% Session close to close
$359.24M Market Cap
0.0x Rel. Volume

In the Jun 16 session, NKLR declined 2.15%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement combines Terra Innovatum’s first full-year 10‑K as a public company with detailed ...
Analysis

This announcement combines Terra Innovatum’s first full-year 10‑K as a public company with detailed 2025 financials. The company ended the year with $102.9 million in cash, no debt, and expanded MOUs for 100 SOLO units, while still reporting a $33.7 million operating loss and no revenue. Key factors to watch include timely restoration of regular SEC filings, NRC licensing milestones, conversion of MOUs into firm orders, and control of cash burn as FOAK construction progresses.

Key Figures

Year-end cash: $102.9 million Loss from operations 2025: $33.7 million Net income 2025: $539.5 million +5 more
8 metrics
Year-end cash $102.9 million Cash and cash equivalents as of Dec 31, 2025
Loss from operations 2025 $33.7 million Fiscal year 2025 vs $153,000 loss in 2024
Net income 2025 $539.5 million Fiscal year 2025, driven by non-cash unrealized gains
EPS 2025 $9.74 per diluted share Fiscal year 2025 net income per diluted share
Net cash from business combination $109 million Net addition to balance sheet from Oct 9, 2025 business combination
Net cash used in operations 2025 $10.3 million Net cash used in operating activities for 2025 vs $42,000 in 2024
Gross proceeds from GSR III deal $131 million Gross proceeds from business combination and related equity financing
SOLO units under MOUs 100 units Total SOLO units under non-binding MOUs across various sectors

Previous Earnings Reports

1 past event · Latest: Nov 17 (Positive)
Same Type Pattern 1 events
Date Event Sentiment 24h Move Catalyst
Nov 17 Q3 2025 earnings Positive -11.3% Reported Q3 results, closed business combination and raised $131M for FOAK.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

On the only prior earnings release in the record, the stock declined despite constructive operational and funding updates.

Recent Company History

Over the past few quarters, Terra Innovatum has used earnings-style updates to highlight FOAK SOLO deployment progress and financing. The Nov 17, 2025 Q3 release detailed the GSR III business combination, $131 million in gross proceeds and 100 SOLO units under non‑binding MOUs, yet the stock fell 11.3%. Today’s 2025 Form 10‑K and year-end cash of $102.9 million build on that narrative of funding and commercialization preparation.

Key Terms

form 10-k, form 10-q, nrc, foak, +4 more
8 terms
form 10-k regulatory
"Filed the Company’s Annual Report on Form 10‑K for fiscal year 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
form 10-q regulatory
"we expect to file our Form 10‑Q for the quarter ended March 31, 2026"
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
nrc regulatory
"Progressed NRC, manufacturing and supply chain milestones supporting the Company’s planned 2028 commercialization timeline."
The NRC is the government agency that oversees the safety, licensing, and regulation of nuclear power plants and other civilian uses of radioactive materials. Think of it as a specialized building inspector and permit office for anything involving nuclear materials: its reviews, approvals, inspections, or enforcement actions can change a facility’s operating status, timeline and costs, so investors watch the NRC for developments that could affect project delays, regulatory risks, liabilities and long‑term revenue.
foak technical
"fund the Company’s expected licensing, manufacturing and FOAK deployment activities."
FOAK stands for "first of a kind" and describes the initial unit or project using a new technology, process, or product that has never been built or operated at scale before. It matters to investors because FOAK items often carry higher costs, slower performance and greater technical or regulatory risk—like buying the prototype car from a new manufacturer—while also offering the potential for lower costs and faster production if follow-on units learn from and improve on the first.
micro-modular nuclear reactors technical
"a developer of micro-modular nuclear reactors, today reported its fourth quarter"
Micro-modular nuclear reactors are very small, factory-built nuclear power units that produce modest amounts of steady electricity, roughly like a compact, portable power plant that can be added where needed. They use simplified designs and fewer parts than traditional reactors to lower upfront size and complexity. Investors watch them because they promise lower initial cost, faster deployment and new markets for clean, reliable power, but they also carry long development timelines, regulatory risk and uncertain revenue paths.
low-enriched uranium technical
"rely on non‑proliferant, commercially available low‑enriched uranium fuel and off‑the‑shelf components"
Low-enriched uranium is uranium that has been processed so the amount of the fissionable isotope U-235 is raised but kept below 20 percent, making it suitable for use as fuel in most commercial nuclear reactors while reducing its usefulness for weapons. Investors care because it is the primary commodity that powers nuclear plants, so its availability, production costs, regulatory controls and geopolitical supply risks directly affect energy companies, utility revenues and firms involved in mining and enrichment — similar to how gasoline supply and price influence transportation businesses.
mous financial
"non‑binding MOUs totaling 100 SOLO units across data centers, industrial facilities"
A memorandum of understanding (MOU) is a written agreement that outlines the main terms and intentions of a planned business relationship or deal without creating a full, legally binding contract. Think of it as a handshake on paper: it shows the parties are serious and sets expectations, timelines and key responsibilities, which helps investors gauge the likelihood, timing and potential impact of future revenue or strategic changes while still allowing details to be negotiated.
fab-less technical
"while maintaining a capital‑light, fab‑less model and a debt‑free balance sheet."
A fab-less company designs and sells semiconductor chips but does not own the factories that make them, instead paying specialized manufacturers to produce the physical wafers. For investors, that business model can mean lower upfront costs and faster product focus—like a fashion brand that outsources sewing—but also creates dependence on factory partners, potential supply bottlenecks and margin sensitivity to manufacturing prices.

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Filed the Company’s Annual Report on Form 10K for fiscal year 2025, completing its first annual reporting cycle as a public company and establishing the foundation for future timely reporting.

Ended FY2025 with $102.9 million in cash and a debt-free balance sheet.

Progressed NRC, manufacturing and supply chain milestones supporting the Company’s planned 2028 commercialization timeline.

NEW YORK, June 15, 2026 (GLOBE NEWSWIRE) -- Terra Innovatum Global N.V. (“Terra Innovatum” or the “Company”) (NASDAQ: NKLR), a developer of micro-modular nuclear reactors, today reported its fourth quarter and fiscal year 2025 financial and operating results and announced the filing of its Annual Report on Form 10‑K for the fiscal year ended December 31, 2025.

4Q & FY 2025 Summary

  • Filed the Company’s Annual Report on Form 10‑K for fiscal year 2025, completing its first annual reporting cycle as a public company and establishing internal reporting precedents as a cross‑border issuer.
  • Ended the year with $102.9 million in cash and cash equivalents, including proceeds from the business combination with GSR III Acquisition Corp. and related equity financing on October 9, 2025, providing sufficient capital to fund the Company’s expected licensing, manufacturing and FOAK deployment activities.
  • Advanced NRC licensing with submission of key documents and topical reports, and remain on track to submit the Safety Analysis Report by mid‑2026, supporting the Company’s planned path to NRC approval and initial commercial operations.
  • Progressed supply chain readiness and early manufacturing activities with ATB Riva Calzoni and other partners to support planned FOAK deployment and broader commercial scale-up.
  • Continued to build a robust commercial pipeline, including non‑binding MOUs totaling 100 SOLO units across data centers, industrial facilities and government‑related opportunities.
  • Selected Rock City Admiral Parkway in Illinois as the FOAK deployment site, with an option for up to 50 commercial SOLO units and commercialization potential starting in 2028.

Alessandro Petruzzi, Co‑Founder & CEO of Terra Innovatum, said, “Terra Innovatum and the broader nuclear industry are at a critical inflection point where massive clean energy demand, regulatory momentum and geopolitical tailwinds are converging. As the first public microreactor developer to rely on non‑proliferant, commercially available low‑enriched uranium fuel and off‑the‑shelf components, we believe we are uniquely positioned to capture this opportunity and become a major player in the new era of nuclear energy production by delivering safe, reliable and low‑cost power to the world.”

Petruzzi continued, “Our financial and operational progress in 2025 has reinforced that conviction. Our design is complete, we believe our licensing path with the U.S. NRC is well defined, our supply chain is fully in place, and we have the funds expected to be necessary to reach FOAK deployment. In 2026, our primary focus will be to: 1) progress the U.S. NRC process with the submittal of the Safety Analysis Report by mid‑2026, 2) continue ramping manufacturing activities at third‑party supplier facilities, and 3) convert our robust pipeline and MOUs into a growing book of committed SOLO orders. We are confident in our ability to execute on these priorities and excited about the opportunities ahead.”

Katherine Williams, Chief Financial Officer of Terra Innovatum, added, “On behalf of the Board and management team, I want to thank our shareholders and the broader market for their patience as we completed a comprehensive review of our earnings cycle and filed our first Annual Report on Form 10‑K as a public company. With the work we have completed to date, the Board is confident that Terra Innovatum is positioned to pair disciplined, transparent reporting with the operational execution needed to deliver on its FOAK and long‑term growth objectives, and to meet the market’s expectations for timely, high-quality disclosure.”

“Taken together with the filing of our 2025 Form 10-K, we view these results as reinforcing Terra Innovatum’s capacity to execute on SOLO without the need for incremental near‑term capital,” continued Williams. “The company exits 2025 with sufficient cash to be fully funded through expected FOAK licensing and construction, and to support continued execution of the broader SOLO program and its key regulatory and commercialization milestones, while maintaining a capital‑light, fab‑less model and a debt‑free balance sheet. That combination of balance sheet strength and disciplined investment gives us high confidence in management’s ability to deliver against the milestones outlined in this release.”

“Following the filing of our 2025 Form 10‑K, we expect to file our Form 10‑Q for the quarter ended March 31, 2026 shortly thereafter, and return to a regular reporting cadence,” concluded Williams.

Corporate and Operational Updates

  • Public listing and balance sheet: Following the October 9, 2025 closing of the business combination with GSR III Acquisition Corp., Terra Innovatum began trading on Nasdaq under the ticker NKLR. Terra Innovatum added approximately $109 million, net of expenses, to its balance sheet through this business combination, leaving the Company debt free and fully funded for expected FOAK licensing and construction activities.
  • NRC licensing progress: Terra Innovatum advanced an accelerated, dual‑track licensing strategy with the U.S. Nuclear Regulatory Commission (NRC), pursuing construction permit and operating license activities in parallel, supported by multiple topical reports and white papers already submitted. The Company remains on track to submit the Preliminary Safety Analysis Report by mid-2026, a key milestone in its accelerated licensing strategy.
  • FOAK deployment site: The Company selected Rock City Admiral Parkway Development in Illinois as the FOAK SOLO deployment site, a six‑million‑square‑foot underground industrial facility serving major retailers, food chains and government archives, with an MOU that includes an option to deploy up to 50 additional SOLO units over time.
  • Commercial partnerships and pipeline: Terra Innovatum entered into a commercial partnership with Ameresco to jointly pursue public‑private deployment opportunities for up to 50 SOLO reactors across U.S. Department of Defense and Department of Energy campuses and other federal, state, municipal and commercial customers. Together with Rock City and other strategic partners, the Company’s total commercial commitments stand at 100 SOLO units under non‑binding MOUs, reinforcing early‑stage demand across data centers and hard‑to‑abate industrial sectors.
  • Supply chain and manufacturing: Terra Innovatum strengthened its fab‑less manufacturing model by deepening relationships with ATB Riva Calzoni, Paragon Energy Solutions, Conuar and TechSource, which collectively support a production capacity of up to 400 SOLO reactors per year by the end of 2028. ATB Riva Calzoni has already begun early industrial production activities, establishing manufacturing processes and logistics for FOAK and subsequent commercial units.

Fiscal Year 2025 Financial Highlights

  • Loss from operations for 2025 was $33.7 million, compared to a loss from operations of $153,000 in 2024, as Terra Innovatum continued to invest in licensing, engineering and organizational build‑out as a newly public company.
  • Net income for 2025 was $539.5 million, or $9.74 per diluted share, compared to a net loss of $34,000 in 2024. 2025 net income was primarily driven by non‑cash unrealized gains on the Company’s share‑settled contingent liability and warrant liabilities recognized in connection with the business combination and related financings.
  • Cash and cash equivalents were $102.9 million as of December 31, 2025, compared to $2.15 million as of September 30, 2025, prior to the $131 million of gross proceeds from the GSR III business combination and related equity financing.
  • Net cash used in operating activities for 2025 was $10.3 million, compared to $42,000 in 2024, reflecting increased investment in licensing, engineering and public company readiness.
  • The Company had no debt outstanding as of December 31, 2025.
  • Terra Innovatum has not yet generated revenue from the SOLO program and expects to continue to incur operating losses as it advances licensing, engineering and commercialization activities.

Strategic Priorities for 2026

Terra Innovatum’s key priorities over the next 12 to 18 months include:

  • Converting non‑binding MOUs and advanced commercial discussions into committed orders with high‑quality, long‑term customers in data centers, industrials and public‑sector infrastructure.
  • Maintaining an accelerated NRC licensing pace while advancing toward planned FOAK deployment and commercial operations.
  • Scaling the Company’s supply chain partnership network to support up to 400 SOLO units per year by the end of 2028, while preserving a capital‑light, fab‑less manufacturing model.
  • Maintaining a consistent and timely public reporting cadence following the filing of the 2025 Form 10‑K, including the Form 10‑Q for the quarter ended March 31, 2026 shortly thereafter.

ABOUT TERRA INNOVATUM & SOLO

Terra Innovatum's mission is to make nuclear power accessible. We deliver simple and safe micro-reactor solutions that are scalable, affordable and deployable anywhere 1 MWe at a time.

Terra Innovatum is a pioneering force in the energy sector, dedicated to delivering innovative and sustainable power solutions. Terra Innovatum plans to leverage cutting-edge nuclear technology through the SOLO™ Micro-Modular Reactor (SMR™) to provide efficient, safe, and environmentally conscious energy. With a mission to address global energy shortages, Terra Innovatum combines extensive expertise in nuclear industry design, manufacturing, and installation licensing to offer disruptive energy solutions. Committed to propelling technological advancements, Terra Innovatum and SOLO™ are dedicated to fostering prosperity and sustainability for humankind.

It is anticipated that SOLO™ will be available globally within the next three years. Conceptualized in 2018 and engineered over six years by experts in nuclear safety, licensing, innovation, and R&D, SOLO™ addresses pressing global energy demands with a market-ready solution. Built from readily available commercial off-the-shelf components, the proven licensing path for SOLO™ enables rapid deployment and minimizes supply chain risks, ensuring final cost predictability. Designed to adapt with evolving fuel options, SOLO™ supports both LEU+ and HALEU, offering a platform ready to transition to future fuel supplies.

SOLO™ will offer a wide range of versatile applications, providing CO2-free, behind-the-meter, and off-grid power solutions for data centers, mini-grids serving remote towns and villages, and large-scale industrial operations in hard-to-abate sectors like cement production, oil and gas, steel manufacturing, and mining. It also has the ability to supply heat for industrial applications and other specialized processes, including water treatment, desalination and co-generation. Thanks to its modular design, SOLO™ can easily scale to deliver up to 1GW or more of CO2-free power with a minimal footprint, making it an ideal solution for rapidly replacing fossil fuel-based thermal plants. Beyond electricity and heat generation, SOLO™ can also contribute to critical applications in the medical sector by producing radioisotopes essential for oncology research and cancer treatment.

To learn more, visit: https://investors.terrainnovatum.com/. Follow us on X: https://x.com/TerraInnovatum and LinkedIn: https://www.linkedin.com/company/terra-innovatum-solo/.

FORWARD LOOKING STATEMENTS

This press release includes “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, opinions and projections prepared by Terra Innovatum’s management. Forward-looking statements generally relate to future events or future financial or operating performance, and other “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). The recipient can identify forward-looking statements because they typically contain words such as “outlook,” “believes,” “expects,” “will,” “projected,” “continue,” “increase,” “may,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negatives or variations of these words or other comparable words and/or similar expressions (but the absence of these words and/or similar expressions does not mean that a statement is not forward-looking). These forward-looking statements specifically include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projected cash runway of Terra Innovatum, projections of market opportunity and market share and the potential success of Terra Innovatum’s strategy and expectations. Forward-looking statements, opinions and projections are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of Terra Innovatum’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Terra Innovatum’s control. These uncertainties and risks may be known or unknown. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: changes in domestic and foreign business, market, financial, political and legal conditions; future global, regional or local economic and market conditions; the development, effects and enforcement of laws and regulations; Terra Innovatum’s ability to manage future growth; Terra Innovatum’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its platform; the effects of competition on Terra Innovatum’s future business; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and other risks and uncertainties described under the heading “Risk Factors” in documents the Company files from time to time with the Securities and Exchange Commission. If any of these risks materialize or the Terra Innovatum’s assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking statements contained herein. In addition, forward-looking statements reflect Terra Innovatum’s expectations and views as of the date of this press release, and Terra Innovatum disclaims any obligation to revise or update any forward-looking statements to reflect events of circumstances after the date hereof. Accordingly, you should not place undue reliance on the forward-looking statements, which speak only as of the date they are made.

CONTACTS

Giordano Morichi
Founding Partner, Chief Business Development Officer & Investor Relations
Terra Innovatum Global N.V.

E: g.morichi@terrainnovatum.com
W: www.terrainnovatum.com

Investor Relations
Simon Willcocks, Alliance Advisors IR
E: TerraIR@allianceadvisors.com

Media Relations
Alliance Advisors IR
E: TerraIR@allianceadvisors.com


FAQ

What were Terra Innovatum Global (NASDAQ:NKLR) key financial results for fiscal year 2025?

Terra Innovatum reported 2025 net income of $539.5 million and a loss from operations of $33.7 million. According to the company, net income was mainly driven by non‑cash unrealized gains tied to share‑settled contingent and warrant liabilities from the GSR III business combination.

How much cash and debt did Terra Innovatum Global (NKLR) have at year-end 2025?

Terra Innovatum ended 2025 with $102.9 million in cash and cash equivalents and no debt. According to the company, proceeds from the GSR III transaction and related financing are expected to fund FOAK licensing, construction and broader SOLO program milestones.

What does Terra Innovatum Global (NKLR) business combination with GSR III mean for its balance sheet?

The October 9, 2025 GSR III business combination added about $109 million net cash to Terra Innovatum’s balance sheet. According to the company, this left it debt free and, in management’s view, fully funded for expected FOAK licensing and construction activities for the SOLO program.

What progress did Terra Innovatum Global (NKLR) report on NRC licensing and FOAK deployment?

Terra Innovatum advanced a dual‑track U.S. NRC licensing strategy and plans to submit its Safety Analysis Report by mid‑2026. According to the company, it selected Rock City Admiral Parkway in Illinois as the FOAK SOLO deployment site, with an option for up to 50 additional units.

How many SOLO units are covered by Terra Innovatum Global (NKLR) commercial MOUs?

Terra Innovatum currently has non‑binding MOUs covering 100 SOLO units across data centers, industrial facilities and government‑related customers. According to the company, these arrangements, including a partnership with Ameresco, highlight early‑stage demand but still need conversion into firm, committed orders.

What are Terra Innovatum Global (NKLR) strategic priorities for 2026 and SOLO commercialization?

Terra Innovatum aims to convert MOUs into committed SOLO orders, maintain an accelerated NRC licensing pace, and scale supply chain capacity. According to the company, partners could support up to 400 reactors per year by end‑2028, aligning with a planned 2028 commercialization timeline.