Terra Innovatum Global N.V.

S-11 ea0263573-s1_terra.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on November 10, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TERRA INNOVATUM GLOBAL N.V.

(Exact name of registrant as specified in its charter)

Via Matteo Trenta 117

Lucca, Italy 55100

Telephone: +39 0583 55797

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alessandro Petruzzi

Chief Executive Officer

Via Matteo Trenta 117

Lucca, Italy 55100

Telephone: +39 0583 55797

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☒

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

TERRA INNOVATUM GLOBAL N.V.

Up to 5,465,593 Ordinary Shares Issuable Upon the Exercise of Warrants

Up to 54,613,150 Ordinary Shares

Up to 80,400,000 Ordinary Shares Issuable Upon the Mandatory Conversion of Outstanding Preferred Shares

This prospectus relates to, among other things, the issuance from time to time of up to 5,465,593 Ordinary Shares (as defined below) of Terra Innovatum Global N.V., a Dutch public limited liability company (“we,” “us,” “our,” “Terra” “Terra Innovatum” or the “Company”), which consist of (i) up to 1,702,966 Ordinary Shares issuable upon the exercise of warrants (the “Bridge Warrants”) which were issued in connection with certain bridge loans by Terra, (ii) up to 2,762,627 Ordinary Shares issuable upon the exercise of warrants (the “PIPE Warrants”) which were issued in connection with the PIPE Financing that closed concurrently with the closing of our Business Combination (as defined herein) with GSR III Acquisition Corp. (“GSR III”), and (iii) up to 1,000,000 Ordinary Shares issuable upon the exercise of a warrant issued upon the closing of our Business Combination (the “Advisor Warrant” and collectively with the Bridge Warrants and the PIPE Warrants, the “Warrants”). For more information on the Business Combination and on the transactions through which the Warrants were issued, see “*Prospectus Summary—*Business Combination,” “Prospectus Summary—Bridge Loans” and “Prospectus Summary—PIPE Financing.” For the definitions of certain terms, abbreviations and acronyms frequently used throughout this prospectus, see “Certain Defined Terms.”

This prospectus also relates to the potential resale from time to time by the selling securityholders named herein (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Securityholders”) of (i) up to an aggregate of 135,013,150 shares (the “Resale Shares”) of the ordinary shares, par value €0.01 per share (“Terra Shares” or “Terra Ordinary Shares”) of Terra Innovatum, inclusive of the Resale Shares described below, and (ii) up to 5,465,593 Terra Shares underlying outstanding Warrants held by the Selling Securityholders (such Terra Shares issuable upon exercise of outstanding Warrants, together with the Resale Shares, the “Resale Securities”).

The Resale Shares include: (a) an aggregate of 2,355,167 Terra Shares held by certain members of GSR III Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (including the three prior independent directors of GSR III) and certain other former holders of GSR III Class B Shares (such holders, collectively with the Sponsor, the “Sponsor Holders”) following the consummation of the Business Combination (the “Closing”); (b) 47,500,000 Terra Shares issued to the legacy Terra OpCo quotaholders (such quotaholders, including members of Terra’s management, the “Management Holders”) upon the Closing; (c) 80,000,000 Terra Shares issuable to the Management Holders following the mandatory conversion of 8,000 Terra Preferred Shares held by them, upon Terra’s achievement of four time-vested, performance-based conversion milestones (the “Conversion Milestones”) (see “Unaudited Pro Forma Condensed Combined Financial Information—Additional Shares—Terra Innovatum Global Quotaholders” for more information on the Conversion Milestones applicable to such Terra Preferred Shares); (d) Terra Shares issued or issuable to the Advisor Holders (as defined herein), inclusive of (x) 223,000 Terra Shares issued to the Advisor Holders upon the Closing of the Business Combination, (y) 400,000 Terra Shares issuable to the Advisor Holders following the mandatory conversion of 40 Terra Preferred Shares held by them, upon Terra’s achievement of the same Conversion Milestones indicated above; (e) 851,483 Terra Shares converted from the principal and accrued interest on the Bridge Loans (such shares, “Bridge Shares”); and (f) 3,683,500 Terra Shares issued in the PIPE Financing (the “PIPE Shares”).

Our registration of the Resale Securities covered by this registration statement does not mean that the Selling Securityholders will offer or sell any of the Resale Securities. The Selling Securityholders may sell the Resale Securities covered by this registration statement in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section of this registration statement titled “Plan of Distribution” beginning on page 108 of this registration statement.

We will not receive any of the proceeds from the resale of the Resale Securities sold by the Selling Securityholders except with respect to amounts received by the Company upon exercise of the warrants to the extent such warrants are exercised for cash.. The sale of all the Resale Securities being offered in this registration statement could result in a significant decline in the public trading price of our securities. Despite such decline in the public trading price, the Selling Securityholders may still experience a positive rate of return on the securities they acquired due to the difference in the purchase prices.

No underwriter or other person has been engaged to facilitate the sale of the securities in these offerings. The Selling Securityholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), of the Resale Securities that they are offering pursuant to this registration statement. We will bear all costs, expenses and fees in connection with the registration of the Resale Securities hereunder. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the Resale Securities.

Our Terra Shares are listed on the Nasdaq Stock Market under the symbol “NKLR.” On November 7, 2025, the last reported sales price of our Terra Shares was $6.56.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and a “smaller reporting company” as that term is defined in Item 10(f)(1) of Regulation S-K, and as such, have elected to comply with certain reduced public company reporting requirements for this registration statement and future filings. See “Prospectus Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company” and “Risk Factors – Additional Risks Related to Ownership of Terra Shares and Terra Operating as a Public Company.”

We may amend or supplement this registration statement from time to time by filing amendments or supplements as required. You should read this registration statement, together with additional information described under the heading “Where You Can Find More Information”, and any amendments or supplements carefully before you invest in any of our securities.

INVESTING IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 6 OF THIS REGISTRATION STATEMENT.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this registration statement. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

TABLE OF CONTENTS

You should rely only on the information we have provided in this registration statement, any applicable prospectus supplement and any related free writing prospectus. Neither we nor the Selling Securityholders have authorized anyone to provide you with information different from that contained in this registration statement, any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this registration statement, any applicable prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This registration statement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this registration statement, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document, regardless of the time of delivery of this registration statement or any sale of a security. Since the date of this registration statement, our business, financial condition, results of operations and prospects may have changed.

For Investors Outside the United States: The Selling Securityholders are offering to sell, and seeking offers to buy, the securities offered by this registration statement only in jurisdictions where offers and sales are permitted. Neither we nor the Selling Securityholders have done anything that would permit this offering or the possession or distribution of this registration statement in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this registration statement must inform themselves about, and observe any restrictions relating to, the offering of the securities offered by this registration statement and the distribution of this registration statement outside the United States.

i