Terra Innovatum Global N.V.
For the period ended Mar 31, 2026. Filed Jul 1, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Jul 1, 2026
NKLR$2.36+16.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-17.
0001213900-25-111171
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-07-01.
0001213900-26-073896
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 159 previous paragraphs and 91 current paragraphs.
35 unchanged; 17 reworded; 39 added; 103 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 51 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
On January 2, 2026, we entered into a lease for office space in Lucca, Italy, with a noncancelable term commencing April 1, 2026 and expiring March 31, 2032. The lease provides for annual base rent of approximately $88 (€75), subject to escalation.
Current report
We are a development-stage nuclear energy technology company focused on the research, development, and future commercialization of our SOLO micro-modular nuclear reactor. Our chief operating decision maker (“CODM”), consisting of our chief executive officer and founding officers acting collectively, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. The CODM does not review discrete financial information by product, function, or geographic location. As a result, we have determined that we operate as a single operating segment, which is also our sole reportable segment. The measure of segment profit or loss and segment assets is the same as that presented in the interim condensed consolidated financial statements. The CODM primarily uses consolidated general and administrative expenses and development costs to assess operating performance and liquidity. We have not generated revenue from external customers, as our SOLO product remains under development.
Current report
Operating Expenses
Current report
General and administrative
Current report
Our general and administrative expenses consist primarily of advisory fees, legal fees, audit, accounting, professional services fees, insurance, Board of Director compensation, development costs, transportation, food and lodging, conference and seminar registration fees, advertising, rental, filing fees, employee benefits, consultancy fees, representation expenses, commissions, and other miscellaneous expenses.
Current report
Development costs
Current report
Development costs represent costs incurred to design and engineer SOLO. These costs include technical consulting and personnel-related expenses (such as salaries, employee benefits, and bonuses), software and computing costs, hardware and experimental supplies, and fees for outside engineering, analytical, and consulting services.
Current report
Other income, net
Current report
Change in fair value – share settled contingent liability
Current report
The change in fair value — share settled contingent liability consists of the change in fair value of certain issuances of Convertible Preferred Shares.
Current report
Change in fair value — warrant liabilities
Current report
The change in fair value — warrant liabilities consists of the change in fair value of certain PIPE warrants.
Current report
Provision for income taxes
Current report
Provision (or benefit) for income taxes consists of the expense or income related to income taxes.
Current report
The Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Current report
NM – not meaningful
Current report
Operating Expenses
Current report
General and administrative
Current report
General and administrative expenses increased by $3,980 for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases of (i) $2,359 for compensation to third parties, (ii) $644 for insurance, (iii) $458 for Board of Director compensation, (iv) $144 for development costs, (v) $125 for transportation, (vi) $69 for food and lodging, (vii) $51 for conference and seminar registration fees, (viii) $33 for advertising, (ix) $31 for professional fees, (x) $23 for rental, and (xi) $21 for filing fees. The remaining $22 net change is primarily driven by employee benefits, consultancy fees, representation expenses, commissions, and other miscellaneous expenses.
Current report
Development costs
Current report
Development costs increased by $1,205 for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases of (i) $1,059 in technical consultancy fees, (ii) $68 in salaries and wages, (iii) $53 in other payroll and benefits, and (iv) $24 in employee income tax withholding. The remaining $1 increase is primarily driven by travel costs.
Current report
Other income, net
Current report
Other income, net was $2,780 for the three months ended March 31, 2026, which primarily consists of $2,168 of net foreign currency gains and $612 of interest income. Other income, net was $1 for the three months ended March 31, 2025.
Current report
Change in fair value – share settled contingent liability
Current report
There was a $3,335 unrealized loss in fair value attributable to the change in fair value of the share settled contingent liability for the three months ended March 31, 2026. There was no share settled contingent liability during the same period in 2025.
Current report
Change in fair value — warrant liabilities
Current report
The $83 unrealized gain in fair value attributable to warrant liabilities for the three months ended March 31, 2026 consists of the change in fair value of certain PIPE warrants. There was no warrant liability during the same period in 2025.
Current report
Provision for income taxes
Current report
The provision for income taxes was $0 for the three months ended March 31, 2026 and 2025.
Current report
Net loss for the three months ended March 31, 2026 was $7,106 compared to $1,448 for the three months ended March 31, 2025. The $5,658 net change was primarily due to the $5,185 increase in operating expenses and $3,335 change in fair value of the share settled contingent liability. These increases were partially offset by increases of $2,779 in other income, net and $83 in fair value of warrant liabilities.
Current report
Liquidity and Capital Resources
Current report
Liquidity represents our ability to generate sufficient cash to support ongoing operations, meet obligations, and fund future growth. Since inception, we have financed our activities primarily through capital contributions, as we have not yet generated revenue from our core operations. We do not expect to generate meaningful revenue unless and until we complete development, obtain regulatory licenses, and enter the commercialization phase of the SOLO, which we do not anticipate before 2028. Accordingly, we are dependent on our existing cash resources to fund operations while we advance toward commercialization. In the short term, our liquidity is supported by the proceeds received upon closing the Business Combination on October 9, 2025 (“Closing”), which, together with the related PIPE financing, generated net proceeds of approximately $106,713. At Closing, all outstanding Bridge Loans converted into 851,483 ordinary shares at a price of $7.00 per share, eliminating near-term debt service commitments. We expect to outsource manufacturing activities, which reduces near-term capital expenditure requirements.
Current report
We continue to evaluate and pursue potential liquidity-enhancing actions, which may include equity or debt financing, strategic transactions, or other funding arrangements; however, no definitive agreements are currently in place. Until sufficient funding is obtained or obligations are otherwise satisfied, we may be required to limit discretionary spending and defer or scale back certain planned activities.
Current report
Operating Activities
Current report
Net cash used by operating activities for the three months ended March 31, 2026 was $3,856. This amount was primarily driven by (i) net loss of $7,106, (ii) non-cash adjustments of $3,038, (iii) net working capital decreases of $195, and (iv) an increase in other non-current liabilities of $17.
Current report
Net cash used by operating activities for the three months ended March 31, 2025 was $199. This amount was primarily attributable to (i) net loss of $1,448, (ii) non-cash adjustments of $46, and (iii) net working capital decreases of $1,203.
Current report
Investing Activities
Current report
Financing Activities
Current report
There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Removed paragraphs (103)
Previous report
RESULTS OF OPERATIONS OF TERRA INNOVATUM GLOBAL, SRL.
Previous report
We have made substantial progress in de-risking its First-of-a-Kind (“FOAK”) reactor, including initiating regulatory engagement with the U.S. Nuclear Regulatory Commission (“NRC”), and establishing a robust supply chain strategy. We have completed our reactor design, validated key technological components, and are advancing through critical regulatory milestones to achieve our 2028 FOAK reactor completion target. On July 9, we disclosed that a Memorandum of Understanding (“MOU”) had been signed with Rock City Admiral Parkway Development (“Rock City”) to host the FOAK reactor, subject to customary approvals including, but not limited to, NRC approval. As a number of conditions are expected to be required in order for Rock City to host the FOAK, we are concurrently examining potential alternative sites, including other locations owned by the owner and developer of Rock City. To that effect, we signed an amendment to the original MoU on September 3, 2025 which provides us with an additional potential FOAK site.
Previous report
Engineering Services Agreement
Previous report
On July 11, 2025, we entered into an engineering services agreement with Nine, a related party, to support the design of the SOLO project. Per the terms of the agreement, Nine committed to deliver certain technical services to the Company with a total value of $215 (€184 Euros) plus value added tax (“VAT”), including an initial payment of $131 that was paid in September 2025.
Previous report
FPoliSolutions LLC Agreement
Previous report
On July 23, 2025, we entered into an engineering services agreement with FPoliSolutions LLC (FPoli Solutions), a related party. As per the terms of the agreement, FPoliSolutions will provide support for the development of the SOLO Micro Modular Reactor including technical assistance in safety analysis, hazard modeling, radiological consequence evaluation, risk-informed safety assessments, and techno-economic analysis. The work was completed in September 2025.
Previous report
Q3 2025 Bridge Loans
Previous report
In August and September 2025, multiple lenders committed to loan $690 to the Company, in the aggregate, to be evidenced by unsecured debt note subscription agreements (the “Q3 2025 Bridge Loans”). In August and September 2025, each of the lenders entered into an unsecured debt note subscription agreement. In accordance with the terms of the agreements, the Q3 2025 Bridge Loans bear interest at a fixed annual rate of 15%, PIK and calculated on the outstanding principal balance. The Q3 2025 Bridge Loans mature one year from their respective issuance dates and are subject to mandatory early redemption upon the consummation of a qualifying business combination, such as the Merger. In such an event, all accrued and unaccrued interest becomes immediately due and payable on the 30th day following the completion of the qualifying transaction.
Previous report
In August and September 2025, the Company entered into letter agreements to convert the Q3 2025 Bridge Loans into ordinary shares of Terra Innovatum Global N.V. if the Merger is completed (the “Q3 2025 Bridge Loan Conversion”). Per the terms of the agreements, if the Q3 2025 Bridge Loan Conversion happens at the time of the Merger, the shares will be priced at $7.00 each. If the Merger does not occur by April 30, 2026, the August Bridge Loan Conversion price will instead be based on a valuation of $100,000 divided by the fully diluted equity of Terra. If the Merger is successful, the shares will be issued by Terra Innovatum Global N.V.; if not, they will be issued by Terra or its parent company. If the Merger is completed, Terra is released from its obligations, and Terra Innovatum Global N.V. assumes them. If the Merger is not completed, the lenders are also entitled to a liquidation preference for shares received upon conversion, the lender is also entitled to a liquidation preference, receiving either 150% of the conversion price or a pro rata share of the liquidation proceeds, whichever is greater.
Previous report
Bridge Loan Amendments
Previous report
In August 2025, we amended our Bridge Loan agreements that were in effect at the time. The liquidation preference in each agreement was modified to apply only upon termination of the Merger and entitles lenders to the greater of 150% of the conversion price, as defined, or a pro rata share of the equity issuer’s assets based on their ownership percentage. Upon consummation of the Merger, the liquidation preference will terminate. The amendment defines the coverage amount as 100% of the total number of shares issued upon conversion. Following the Merger, lenders will receive two sets of warrants to subscribe to a number of ordinary shares of the Company equal to the coverage amount, priced at $11.50 and $15.00 per share respectively. These warrants are exercisable within 36 months and do not include anti-dilution rights.
Previous report
Additionally, lenders are obligated to use their best efforts to actively support PIPE fundraising efforts and will earn a 3% commission on the funds raised through their efforts, payable in cash or ordinary shares of Terra Innovatum Global at the applicable conversion price if the Merger is consummated.
Previous report
Senior Advisor Agreement
Previous report
In August 2025, we entered into a senior advisor agreement with Alex Spiro who will engage as an independent contractor to serve as a strategic advisor and promoter for the Company, particularly in connection with the Merger. The term of the agreement is 36 months and outlines Mr. Spiro’s responsibilities, including strategic advisory, business development, investor introductions, and support for commercial agreements related to SOLO. Compensation includes a one-time grant of 180,000 restricted shares in the post-combination public entity (vesting over 36 months) and 1% commission on qualifying new business he originates.
Previous report
Advisory Engagement with B. Riley Securities
Previous report
In September 2025, Terra Innovatum Global N.V. entered into an agreement with B. Riley Securities, Inc. (“B. Riley”) to serve as its financial advisor in connection with the Company’s business combination and transition to a public company. The engagement commenced retroactively on August 19, 2025, and is set for a 12-month term, subject to termination by either party with 10 days’ written notice.
Previous report
Under the terms of the agreement, the following cash fees are due:
Previous report
These fees are in consideration of B. Riley’s services, which include advising on the business combination, capital markets strategy, and other customary investment banking services.
Previous report
The agreement also includes standard indemnification provisions and limitations of liability, and provides for additional compensation of $2 per person, per day, plus expenses, if B. Riley personnel are required to testify in any proceedings related to the engagement.
Previous report
On October 9, 2025, Terra Innovatum Global consummated its previously announced business combination with GSR III Acquisition Corp. (“GSR III”) pursuant to the Merger Agreement dated April 21, 2025, among Terra, GSR III, and other parties thereto (the “Merger”).
Previous report
Pre-Closing Restructuring
Previous report
Prior to the Merger, Terra completed a series of restructuring steps (the “Terra Pre-Closing Restructuring”) designed to facilitate the transaction:
Previous report
Merger
Previous report
Following the Merger, Terra Innovatum Global was converted from an Italian limited liability company into a Dutch public limited company, Terra Innovatum N.V. and GSR III merged with and into GSR III Cayman Merger Sub, a wholly owned subsidiary, with GSR III surviving as a wholly owned subsidiary of Terra Innovatum Global N.V. whose ordinary shares commenced trading on The Nasdaq Stock Market LLC under the ticker symbol “NKLR” on October 10, 2025.
Previous report
Conversion of Bridge Loans
Previous report
Upon the closing of the Merger, all outstanding bridge loans were converted into an aggregate of 851,483 ordinary shares of Terra Innovatum Global N.V. at a conversion price of $7.00 per share. In connection with the conversion, the Company issued to the lenders:
Previous report
Engagement of Investor Relations and Advisory Services
Previous report
On October 30, 2025, Terra Innovatum Global N.V. entered into an agreement with Alliance to provide investor relations and advisory services. Under the terms of the agreement, Alliance will commence services on November 1, 2025, and the initial term will continue through April 30, 2026, with automatic annual renewals thereafter unless terminated by either party with 60 days’ notice.
Previous report
Terra Innovatum Global N.V. has agreed to pay Alliance a fixed monthly fee of $25, which includes up to 84 hours of services per month allocated as follows:
Previous report
In addition, a monthly service fee of 3% of the monthly fee of $1 for access to market intelligence platforms and other support services.
Previous report
The agreement also provides for additional fees for services beyond the scope of the engagement, including special situations such as merger and acquisition or crisis management.
Previous report
Engagement of Canaccord Genuity as Capital Markets Advisor
Previous report
In October 2025, Terra Innovatum Global N.V. entered into an agreement with Canaccord Genuity LLC (“CG”) to serve as its financial and capital markets advisor for a one-year term. Under the agreement, CG will provide advisory services including investor positioning, coordination of investor meetings, and participation in investor conferences, among other mutually agreed services.
Previous report
As consideration for its services, a total advisory fee of $700 is due, payable in three installments:
Previous report
The agreement includes standard indemnification provisions and confidentiality obligations and may be terminated by either party with 10 days’ written notice for cause, as defined in the agreement.
Previous report
Capital Markets Advisory Agreement with The Benchmark Company
Previous report
In October 2025, Terra Innovatum Global N.V. entered into a capital markets advisory agreement with The Benchmark Company, LLC (“Benchmark”) for a term of 24 months. Under the agreement, Benchmark will provide advisory services including assistance with research coverage, investor meetings, non-deal roadshows, and participation in Benchmark-hosted investor conferences.
Previous report
As compensation for these services, a total of $600 fees are due, structured as follows:
Previous report
These fees are subject to reduction by any fees paid to Benchmark for other transactions during the term, up to a maximum offset of $600. In the event of a change of control during the term, the full Advisory Fee becomes immediately due and payable.
Previous report
Engagement of Roth Capital Partners as Capital Markets Advisor
Showing the first 40 of 103 passages. Open the source sections for the rest.
Reworded paragraphs (17)
Previous wording
The following discussion and analysis provides information that Terra Innovatum Global, Srl. (“Terra Innovatum Global”) management believes is relevant to an assessment and understanding of Terra Innovatum Global’s results of operations and financial condition. This discussion should be read together with Terra Innovatum Global’s unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2025 and September 30, 2024, and the related notes included elsewhere in this Form 10-Q.
Current wording
The following discussion and analysis provides information that Terra Innovatum Global N.V. management believes is relevant to an assessment and understanding of Terra Innovatum Global N.V.’s results of operations and financial condition. This discussion should be read together with Terra Innovatum Global N.V.’s unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025, and the related notes included elsewhere in this Form 10-Q.
Previous wording
This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Terra Innovatum Global’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Form 10-Q.
Current wording
This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Terra Innovatum Global N.V.’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Form 10-Q.
Previous wording
Beginning with this quarterly report on Form 10-Q for the three and nine months ended September 30, 2025, we have elected to present all dollar amounts rounded to the nearest thousand dollars, unless otherwise indicated. In prior periods, including those presented in the Form S-4 Amendment No. 5 filed on September 11, 2025, financial information was presented in whole dollars. This change has been made to enhance the readability and consistency of financial disclosures. As a result, certain prior period amounts may not be directly comparable due to rounding differences.
Current wording
Beginning with the quarterly report on Form 10-Q for the three and nine months ended September 30, 2025, we have elected to present all dollar amounts rounded to the nearest thousand dollars, unless otherwise indicated. In prior periods, including those presented in the Form S-4 Amendment No. 5 filed on September 11, 2025, financial information was presented in whole dollars. This change has been made to enhance the readability and consistency of financial disclosures. As a result, certain prior period amounts may not be directly comparable due to rounding differences.
Previous wording
Terra Innovatum Global is a pioneering nuclear energy technology company developing the SOLO Micro-Modular Nuclear Reactor (“SOLO”), a breakthrough solution designed to address critical challenges in clean energy production. Our reactor represents a significant technological and engineering advancement, offering a compact, safe, and economically compelling alternative to traditional energy infrastructure. The SOLO reactor’s core innovation lies in its ability to generate 1 MWe of electricity baseload with a continuous operational cycle of up to 15 years, extendable to 45 years through strategic refueling, with a fixed and competitive projected levelized cost of energy. SOLO design is characterized by a small footprint and a highly modularity able to cover carbon-free energy needs ranging from MW to GW.
Current wording
We are a pioneering nuclear energy technology company developing the SOLOTM Micro-Modular Nuclear Reactor (“SOLO”), a breakthrough solution designed to address critical challenges in affordable, clean, decentralized energy production. Our reactor represents a significant technological and engineering advancement, offering a compact, safe, and economically compelling alternative to traditional energy generation and supply solutions. The SOLO reactor’s core innovation lies in its ability to generate 1 MWe of electricity baseload with a continuous operational cycle of up to 15 years, extendable to 45 years through refueling, with a fixed and competitive projected levelized cost of energy. Our strategic roadmap targets commercial deployment by 2028, with a clear focus on delivering a scalable, modular nuclear solution that can be deployed across diverse geographies and markets — from industrial and infrastructure to remote and off-grid applications. Key differentiators include a gas-cooled design, multiple safety shutdown mechanisms, safeguard-by-design, small footprint, and the ability to use commercially available Low Enriched Uranium (“LEU”), which significantly reduces regulatory and technological barriers typical in nuclear energy development. We have made substantial progress in de-risking our First-of-a-Kind (“FOAK”) reactor, including initiating regulatory engagement with the U.S. Nuclear Regulatory Commission (“NRC”), and establishing a robust supply chain strategy. We have completed the reactor design sufficiently to support component fabrication and NRC licensing, validated key technological components, and are targeting licensing and deployment of the FOAK reactor by 2028.
Previous wording
Net Cash used in Operating Activities
Current wording
For the three months ended March 31, 2026 and 2025, we reported a net loss of $7,106 and $1,448, respectively. Net cash used in operating activities was $3,856 for the three months ended March 31, 2026 compared to net cash used of $199 for the three months ended March 31, 2025.
Previous wording
The commercial rollout of any advanced nuclear reactors depends on securing regulatory approvals for its design, construction, and operation. Our regulatory engagement plan was submitted to the NRC, and the NRC is currently reviewing a number of safety related topics related to SOLO. Although our team has significant prior experience working with the NRC, we cannot control NRC’s review process and review periods may take longer than anticipated.
Current wording
The commercial rollout of advanced nuclear reactors depends on securing regulatory approvals for its design, construction, and operation. Our regulatory engagement plan was submitted to the NRC, and the NRC is currently reviewing a number of safety related topics related to SOLO. Although our team has significant prior experience working with the NRC, we cannot control NRC’s review process and review periods may take longer than anticipated.
Previous wording
We have limited financial resources. There can be no assurance that sufficient funding will be available to us to fund our operating expenses and to further develop our business. We anticipate that we will likely need to raise additional capital to fund our operations while we implement and execute our business plan.
Current wording
We have limited financial resources. There can be no assurance that sufficient funding will be available to us to fund our operating expenses and to further develop our business. We anticipate that we will likely need to raise additional capital to fund our operations while we implement and execute our business plan. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our reactor development, to successfully market our reactors and to achieve commerciality for our reactors. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by companies in rapidly evolving industries. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays, changed circumstances, or changed market conditions arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts.
Previous wording
We utilize a strategic outsourced manufacturing approach for the SOLO Micro-Modular Nuclear Reactor, leveraging international human resources and implementing an international manufacturing model for our FOAK reactor. This strategy exposes us to global supply chain vulnerabilities, including potential impacts from geopolitical tensions, trade agreements, tariffs, and manufacturing disruptions. Our current assembly preparation in Europe for reactor deployment in the U.S. introduces additional complexity in navigating international trade regulations, currency exchange risks, and logistical challenges.
Current wording
We utilize a strategic outsourced manufacturing approach for the SOLO project, leveraging international human resources and implementing an international manufacturing model for our FOAK reactor. This strategy exposes us to global supply chain vulnerabilities, including potential impacts from geopolitical tensions, trade agreements, tariffs, and manufacturing disruptions. Our current assembly preparation in Europe for reactor deployment in the U.S. introduces additional complexity in navigating international trade regulations, currency exchange risks, and logistical challenges.
Previous wording
Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Until the company is considered to be an emerging growth company, the company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Current wording
Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Until we are no longer considered to be an emerging growth company, we have elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, as an emerging growth company we can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Previous wording
Our other income (expenses) consists primarily of foreign currency transaction gains and losses and interest on value added tax.
Current wording
Our other income, net primarily consists of foreign currency transaction gains and losses, as well as interest income.
Previous wording
The following table sets forth our historical results for the periods indicated and the changes between periods:
Current wording
The following table sets forth our results for the periods indicated and the changes between periods:
Previous wording
As of September 30, 2025, we had cash of $2,151 and an accumulated deficit of approximately $5,617. For the nine months ended September 30, 2025, we used approximately $3,688 of cash in operating activities and have historically incurred recurring losses and negative operating cash flows. These conditions initially raised substantial doubt about our ability to continue as a going concern within one year after the date the financial statements were issued.
Current wording
As of March 31, 2026, we had cash of $96,701 and an accumulated deficit of approximately $614,382. Net cash used in operating activities was $3,856 for the three months ended March 31, 2026. We have historically incurred recurring operating losses and generated negative cash flows from operations.
Previous wording
Our primary sources of liquidity are cash on hand, and our primary uses of liquidity are operating expenses, licensing activities, and capital expenditures. We continue to monitor our liquidity position and may consider additional financing arrangements, including equity offerings, to support our growth strategy as appropriate.
Current wording
Our primary sources of liquidity are cash on hand, and our primary uses of liquidity are operating expenses and licensing activities. We continue to actively monitor our liquidity position and may seek additional financing, including future equity offerings, strategic arrangements, or other capital-raising transactions, to support our long-term development and commercialization strategy.
Previous wording
The following table provides detailed information about our net cash flows for the nine months ended September 30, 2025 and 2024:
Current wording
The following table provides detailed information about our net cash flows for the three months ended March 31, 2026 and 2025:
Previous wording
Net Cash Used by Investing Activities
Current wording
Net cash used by investing activities for the three months ended March 31, 2026 was $328, which was related to the purchases of equipment. There was no net cash from investing activities during the three months ended March 31, 2025.
Previous wording
Net Cash provided by Financing Activities
Current wording
There was no net cash from financing activities during the three months ended March 31, 2026. Net cash provided by financing activities for the three months ended March 31, 2025 consisted of proceeds of $172 from an interest-free loan agreement that we entered into with our shareholders on December 18, 2024.
Previous wording
Refer to Note 3. “Summary of Significant Accounting Policies” of the Notes to our Financial included elsewhere in this Form 10-Q for a discussion of recent accounting standards and pronouncements.
Current wording
Refer to Note 2. “Summary of Significant Accounting Policies” of the Notes to our Financial Statements included elsewhere in this Form 10-Q for a discussion of recent accounting standards and pronouncements.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
Previous report — wording carried elsewhere
Our strategic roadmap targets commercial deployment by 2028, with a clear focus on delivering a scalable, modular nuclear solution that can be deployed across diverse markets — from industrial and infrastructure to remote and off-grid applications. Key differentiators include our gas-cooled design, multiple safety shutdown mechanisms, safeguard-by-design, small footprint, and the ability to use commercially available Low Enriched Uranium (“LEU”), which significantly reduces regulatory and technological barriers typical in nuclear energy development.
Previous report — wording carried elsewhere
The following table sets forth our historical results for the periods indicated and the changes between periods:
Previous report — wording carried elsewhere
We expect to continue to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq Stock Market, additional insurance costs, investor relations activities and other administrative and professional services. As a result, we expect general and administrative expenses to increase in absolute dollars in future periods.