Terra Innovatum Global N.V. (NKLR): M&A transaction — GSR III completes business combination with Terra Innovatum; begins trading as NKLR

Terra Innovatum Global N.V.

De-SPAC closed Oct 9, 2025; Terra Innovatum Global N.V. becomes public company listed on Nasdaq under NKLR.
PIPE financing raised ~$36.8M from 3,683,500 shares plus warrants at $12.00 and $16.00 strike.
Bridge loans aggregated $5.69M converted into 851,483 ordinary shares at $7.00 per share.
Post-closing share count ~70.3M; board includes Rex Jackson, Martha Crawford, Michael Howard as independent directors.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Terra Innovatum Global N.V.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of Terra (effective 2025-10-09).

Change: code of ethics
Effective: 2025-10-09

Exact text from the filing

In connection with the Business Combination, on October 9, 2025, Terra’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of Terra.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Terra Innovatum Global N.V.: In connection with the business combination and conversion to a Dutch public limited liability company, the Amended and Restated Memorandum and Articles of Association of PubCo came into effect, changing the company name to Terra Innovatum Global N.V.

Change: charter amendment

Exact text from the filing

In connection with the Conversion, the Amended and Restated Memorandum and Articles of Association of PubCo (the “PubCo Articles of Association “) came in effect, pursuant to which the name of New TopCo changed into “Terra Innovatum Global N.V.”

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Terra Innovatum Global N.V. underwent a change of control involving GSR III Acquisition Corp. (closed 2025-10-09).

Action: change of control
Counterparty: GSR III Acquisition Corp.
Closing: 2025-10-09

Exact text from the filing

the Business Combination was consummated (the “Closing”).

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42 governance changes filed in the last 30 days. Browse all governance changes →

Terra Innovatum Global N.V. filing history →

Source: SEC EDGAR

accession 0001213900-25-099636

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