GSR III Acquisition, Terra Innovatum enter business combination agreement

Terra Innovatum and GSR III Acquisition (GSRT) have entered into a definitive Business Combination Agreement dated April 21, which will position Terra Innovatum to become a publicly listed company on the Nasdaq under the ticker symbol “NKLR.” The transaction is expected to close in the second half of 2025. Terra Innovatum designs and will develop advanced micro-modular reactors for flexible, off-grid deployment-addressing the rapidly growing global demand for low-carbon, cost-efficient, and reliable electricity and heat generation. Terra Innovatum’s SOLO micro-modular reactor will be engineered to meet the rapidly evolving electricity and heat needs of diverse high-demand sectors-including industrial manufacturing, mining, rural and remote communities, defense installations, desalination, healthcare, and AI/data centers. With estimated ultra-long refueling intervals of 15-45 years, depending on configuration, and an exceptionally low $0.07/kWh anticipated levelized cost of electricity, SOLO will offer a transformative energy solution for the future. SOLO reactors will be factory-assembled using proven, existing, standard off-the-shelf components and approved, widely available LEU 4.95% fuel-minimizing supply chain risks and accelerating deployment. The use of standard parts will enable a de-risked business model, while embedded safeguards and redundant systems ensure an inherently safe and resilient design. Terra Innovatum’s leadership team brings together over 180 years of collective expertise across nuclear engineering, reactor design, safety, operations, and regulatory affairs-anchoring the company in deep technical knowledge and proven execution in the nuclear sector. Terra Innovatum submitted its regulatory engagement plan to the NRC in January 2025, marking a critical milestone on its path to anticipated commercial deployment in 2028. The transaction values Terra Innovatum at a pre-money equity valuation of $475M, offering an attractive entry point relative to publicly traded nuclear reactor developers. The development and commercialization efforts will be supported by up to approximately $230M in gross proceeds before accounting for redemptions and any committed financing. The proposed business combination is expected to generate up to approximately $230M in gross proceeds before accounting for redemptions and any committed financing. This transaction values Terra Innovatum at a pre-money equity value of $475M, reflecting a compelling discount compared to other publicly traded nuclear reactor developers. Following the completion of the business combination, Terra Innovatum’s current management team will continue to lead the company, and Terra Innovatum shareholders will roll 100% of their equity into the newly formed public entity. The transaction has been unanimously approved by the Boards of Directors of GSRT and Terra Innovatum. Closing is anticipated to occur in the second half of 2025, subject to customary closing conditions.