Terra Innovatum Global N.V.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

“Advisor” means Moonshot Warehouse LTD, Terra OpCo’s business combination financial advisor pursuant to the Advisor Agreement.

“Advisor Agreement” means the letter agreement entered into on December 18, 2024, as amended from time to time, between Terra OpCo and Park Avenue Capital Group Corp., which was immediately superseded by an agreement to appoint its affiliate, the Advisor, to serve as Terra OpCo’s financial advisor in connection with a potential business combination with a special purpose acquisition company, the successful completion of which, subject to certain terms and conditions, entitles certain affiliates of the Advisor to receive certain fees for its services.

“Advisor Holders” means the Advisor and certain of its affiliates.

“Bridge Loans” means the convertible bridge loans entered into by Terra between May 2025 and September 2025, the principal and accrued interest of which converted into Terra Shares upon the Closing.”

“Bridge Warrants” means the Lower Bridge Warrants and Upper Bridge Warrants issued in connection with the Bridge Loans at the Closing.

“Business Combination” means the series of transactions and reorganizations contemplated by the Business Combination Agreement.

“Business Combination Agreement*”*means the business combination agreement, dated April 21, 2025, between GSR III and Terra OpCo, contemplating several transactions and reorganizations through which GSR III became a wholly owned subsidiary of Terra.

“Closing” means, upon the terms and subject to the conditions set forth in the Business Combination Agreement, the consummation of the Business Combination on October 9, 2025.

“Founder Shares” means GSR III Class B Shares held by the Sponsor Holders which converted into Terra Shares on a one-for-one basis in connection with the Business Combination.

“Governing Documents” means the legal agreements and instruments by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and by-laws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association as amended and or restated from time to time.

“Governmental Authority” means any federal, national, state, provincial, territorial or municipal government, or any political subdivision of such government, and any agency, commission, department, board, bureau, official, minister, arbitral body (public or private), tribunal or court, whether national, state, provincial, local, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of a nation, state, province or municipal government, or any political subdivision of such authority, including any authority having governmental or quasi-governmental powers, domestic or foreign.

“Governmental Order” means any order, judgment, injunction, decision, decree, writ, stipulation, determination, directive or award, in each case, entered or issued by or with any Governmental Authority.

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“GSR III” means GSR III Acquisition Corp.

“GSR III Class A Shares” means Class A ordinary shares of GSR III, par value $0.0001 per share.

“GSR III Class B Shares” means Class B ordinary shares of GSR III, par value $0.0001 per share.

“GSR III Private Placement Units” means the units comprised of one GSR III Class A Share and one-seventh of one whole right to receive one GSR III Ordinary Share in connection with the consummation of the Business Combination issued and sold in a private placement simultaneously with GSR III’s initial public offering.

“GSR III Rights” means the right per GSR III Private Placement Unit to purchase one-seventh of one share upon consummation of the Closing.

“GSR III Rights Agreement” means the Rights Agreement, dated as November 7, 2024, by and between GSR III and the GSR III Rights Agent, in respect of the GSR III Rights.

“GSR III Shares” means GSR III Class A Shares and GSR III Class B Shares, collectively.

“Half Warrants” means the warrants to purchase Terra Shares at $12.00 per share issued in the PIPE Financing.

“Lower Bridge Warrants” means warrants, which were issued in connection with the Bridge Loans, to purchase the number of Terra shares equal to 100% of the number of Terra Shares into which the applicable Bridge Loan converted at Closing at an exercise price of $11.50 per share.

“PAC” means Park Avenue Capital and its affiliates, Moonshot Warehouse Ltd., financial advisor to Terra Innovatum.

“Person” means any individual, firm, corporation, partnership, limited liability company, exempted company, incorporated or unincorporated association, joint venture, joint stock company, bank, trust company, trust or other entity, whether or not a legal entity, Governmental Authority or any department, agency or political subdivision of such Governmental Authority.

“PIPE Financing” means the private placement transaction which closed on October 9, 2025 concurrent with the Business Combination.

“PIPE Warrants” mean the Half Warrants and Quarter Warrants issued in connection with the PIPE Financing.

“Preferred Conversion Ratio” means 80 (i.e. 8,000 PubCo Preferred Shares divided by 100 quotas).

“Quarter Warrants” means the warrants to purchase Terra Shares at $16.00 per share issued in the PIPE Financing.

“Registration Rights Agreement” means that certain Registration Rights by and between GSR III, the Sponsor, Terra Innovatum and certain other parties.

“Related Party” means any of the current or former directors, officers, employees, managers, members, or equityholders (both indirect and direct) (or any child or spouse of any such Person) of any Terra Entity.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SOLO” means the SOLO micro-modular nuclear reactor.

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“SOLO Test Reactor” means the First-Of-A-Kind (FOAK) demonstrative prototype of the SOLO reactor, developed and operated by Terra Innovatum, which is designed, constructed, and operated primarily for testing, research, training, and development purposes. This reactor is a non-power production or utilization facility under a Class 104(c) license pursuant to 10 CFR 50.21(c) of the U.S. Nuclear Regulatory Commission regulations.

“Sponsor” means GSR III Sponsor LLC, a Delaware limited liability company

“Subsidiary” means, with respect to a Person, a corporation, general or limited partnership, limited liability company, joint venture, partnership or other entity of which a majority of the economic interests or the voting interests is owned, directly or indirectly, by such Person.

“Terra Global” means Terra Innovatum Global s.r.l.

“Terra Innovatum” means, unless the context requires otherwise, Terra Innovatum Global N.V. and its consolidated subsidiaries following the consummation of the Business Combination, and prior to the consummation of the Business Combination, Terra OpCo and its consolidated subsidiaries.

“**Terra OpCo”**means Terra Innovatum s.r.l.

“Terra OpCo quotaholders” means quotaholders of Terra Global as immediately prior to the Contribution.

“Terra MergerCo” means the wholly owned subsidiary of Terra formed to complete the merger transaction contemplated by the Business Combination Agreement.

“Terra Preferred Shares” means convertible preferred shares in the capital of Terra, par value EUR 100.00 per share, having the terms set forth in Terra’s Governing Documents.

“Upper Bridge Warrants” means warrants, which were issued in connection with the Bridge Loans, to purchase the number of Terra shares equal to 100% of the number of Terra Shares into which the applicable Bridge Loan converted at Closing at an exercise price of $15.00 per share.

“U.S. GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

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