$NKLR

Terra Innovatum Global N.V.

CIK:0002067627|SEC Filings

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Operating expenses:
General and administrative	$ 4,598	$ 2,104	$ 9,994	$ 3,520
Development costs	1,481	56	2,719	89
Total operating expenses	6,079	2,160	12,713	3,609
Loss from operations	(6,079)	(2,160)	(12,713)	(3,609)
Other income (expenses):
Other income (expenses)	1,190	(245)	3,970	(244)
Change in fair value - share settled contingent liability	(12,492)		(15,827)
Change in fair value - warrant liabilities	(663)	1,260	(580)	1,260
Total other (expense) income, net	(11,965)	1,015	(12,437)	1,016
Loss before income taxes	(18,044)	(1,145)	(25,150)	(2,593)
(Provision) benefit for income taxes
Net loss	(18,044)	(1,145)	(25,150)	(2,593)
Other comprehensive loss
Change in foreign currency translation adjustment	1,241	11	3,245	17
Total comprehensive loss	$ (16,803)	$ (1,134)	$ (21,905)	$ (2,576)
Net loss per share - basic (in Dollars per share)	$ (0.16)	$ (0.02)	$ (0.23)	$ (0.05)
Net loss per share - diluted (in Dollars per share)	$ (0.16)	$ (0.02)	$ (0.23)	$ (0.05)
Weighted-average ordinary shares outstanding - basic (in Shares)	110,226,198	47,500,000	110,226,198	47,500,000
Weighted-average ordinary shares outstanding – diluted (in Shares)	110,226,198	47,500,000	110,226,198	47,500,000

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities
Net loss	$ (25,150)	$ (2,593)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Unrealized foreign exchange (gain) loss	(872)	65
Change in fair value of warrants	580	(1,260)
Change in fair value of share-settled contingent liability	15,827
Interest expense - non-cash		116
Depreciation expense	14
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(3,638)	(292)
Accounts receivable, net	5
Accounts payable	2,036	2,054
Accrued expenses and other current liabilities	2,395	536
Other non-current liabilities	25	3
Net cash used in operating activities	(8,778)	(1,371)
Cash flows from investing activities
Purchases of equipment	(378)
Net cash used in investing activities	(378)
Cash flows from financing activities
Proceeds from bridge loans		4,803
Payment of debt issuance costs for Bridge Loans		(20)
Capital contributions		11
Proceeds from related party loans		190
Net cash provided by financing activities		4,984
Effect of exchange rate changes on cash and cash equivalents	(2,671)	291
Net change in cash and cash equivalents	(9,156)	3,613
Cash and cash equivalents at beginning of the period	102,882	69
Cash and cash equivalents at end of the period	91,055	3,973
Supplemental disclosures of cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	22
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	396
Unpaid deferred transaction costs		550
Reclassification of liability-classified to equity-classified warrants		189
Fair value of warrant liability		1,452
Issuance costs allocated to Bridge Loans		8
Equity classified warrants in conjunction with Bridge Loans		$ 954

Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 91,055	$ 102,882
Accounts receivable, net		4
Prepaid expenses and other current assets	6,626	3,148
Total current assets	97,681	106,034
Equipment, net	455	102
Operating lease right-of-use assets	384
Total assets	98,520	106,136
Current liabilities:
Accounts payable	2,258	1,150
Operating lease liabilities, current	26
Accrued expenses and other current liabilities	4,295	2,009
Total current liabilities	6,579	3,159
Share-settled contingent liability	196,527	186,323
Warrant liabilities	10,513	10,236
Operating lease liabilities, non-current	358
Other non-current liabilities	38	8
Total liabilities	214,015	199,726
Commitments and contingencies (Note 11)
Shareholders’ deficit:
Ordinary shares (€0.01 par value, 500,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 110,226,198 shares issued and outstanding as of June 30, 2026 and December 31, 2025)	1,281	1,281
Convertible Preferred Shares (€100 par value, 8,040 shares authorized as of June 30, 2026 and December 31, 2025; 20 shares issued and outstanding as of June 30, 2026 and December 31, 2025)	3,086	3,086
Additional paid-in capital	519,422	519,422
Accumulated deficit	(632,426)	(607,276)
Accumulated other comprehensive loss	(6,858)	(10,103)
Total shareholders' deficit	(115,495)	(93,590)
Total liabilities and shareholders’ deficit	$ 98,520	$ 106,136