Terra Innovatum Q3 2025 Earnings Call - Advancing Licensing and Commercialization of First-of-a-Kind Solo Micro-Reactor

Conference Operator: Greetings and welcome to the Terra Innovatum Global N.V. third quarter fiscal year 2025 financial results. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Giordano Morichi. Please go ahead.

Giordano Morichi, Investor Relations, Terra Innovatum: Thank you and good morning, everyone. This is an exciting day for Terra Innovatum, our first earnings call as a NASDAQ-listed company following our successful business combination last month. I am pleased to introduce Alessandro Petruzzi, Co-founder and Chief Executive Officer, and Leon Moyen, our Chief Financial Officer. If you had the earnings released across the wires this morning, as well as the slides that will accompany our conversation. If not, you can find these documents in our investor relations website at investors.terrainnovatum.com. Please turn to slide two to review cautionary statements. As you’re likely aware, during the formal presentation, as well as the Q&A session, management may make some forward-looking statements about our current plans, beliefs, and expectations. These statements apply to future events that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from what is stated here today.

These risks, uncertainties, and other factors are provided in the earnings release, as well as other documents filed by the company with the Securities and Exchange Commission, the SEC. These documents can be found on our website or at sec.gov. Now, if you will please turn to slide three, I’ll turn the call to Alessandro to begin. Alessandro.

Alessandro Petruzzi, Co-founder and Chief Executive Officer, Terra Innovatum: Thank you, Giordano, and good morning to all. This is a milestone moment for Terra Innovatum as we present our inaugural earnings result as a public company. Terra Innovatum has developed what we believe is the industry’s first commercial-ready micro-reactor design, a Solo micro-reactor. It is a one-megawatt electric helium-cooled reactor powered by widely available low-enriched uranium fuel. Solo can run autonomously for 15 years without refueling or 45 years with two core swaps. One Solo powers the equivalent of approximately 200 average U.S. homes, making it ideal for distributed energy needs at data centers, hospitals, and industrial facilities. In October, we completed our business combination with GSR III, providing the capital and brand elevation to execute our go-to-market strategy. As a NASDAQ-listed company, we are positioned to achieve NRC approval for our first-of-a-kind reactor by 2027 and begin our commercialization by 2028.

On slide four, I would like to introduce our post-listing activities. We are fully funded to advance three critical work streams. First, advancing NRC licensing. Second, constructing our first-of-a-kind reactor. Third, for cooperation, leading to subsequent commercialization and scaling of our commercial production. Our capital arise provides the resources to execute with discipline and confidence. Now, moving on slide five, I would like to highlight our key differentiators. Solo is safe by physics, built from a shared component using existing low-enriched uranium fuel. Our design is now complete. We do not need new R&D, and this streamlines licensing, reduces risk, and enables rapid deployment. Solo versatility provides electricity, process heat, and radioisotopes at the point of demand. Moving to slide six, as you know, we are experiencing strong regulatory tailwinds. The U.S. NRC and White House are accelerating advanced reactor approval.

Beginning on October 1, the NRC reduced the licensing fee by 50% from $318 to $148 per hour, and this significantly lowers our licensing costs. The NRC has also streamlined the micro-reactor approval that way, offering parallel licensing processes with priority for solutions like ours. Now, coming to slide seven, I would like to provide some licensing updates. In January 2025, we submitted our regulatory engagement plan to the NRC. We have submitted topical reports covering design, safety, fuel, and operation. The NRC accepted for review our principal design criteria report in May, with the expected review targeted for completion by the end of 2025. We are pursuing an accelerated dual-track licensing process with the NRC for our first-of-a-kind reactor, with construction permit and operating licensing activities proceeding in parallel. We expect FOAK approval in 2027, followed by commercial license approval in 2028.

Our confidence in this timeline is rooted in decades of know-how in the nuclear industry and licensing, and six years of now-complete Solo reactor design, which works using propylene, components, and fuel. We have no new material or fuel type to validate, and our first-of-a-kind design is identical to our commercial unit, and this contributes to a faster commercialization license and deployment. This position definitely helps us as the fastest commercial micro-reactor to the market. On slide eight, I would like now to provide some update on commercialization. We have signed an MoU for up to 100 units, Solo units, representing $1.9 billion in potential revenue. Since our last NASDAQ listing, we have seen accelerated customer inbounds, and our focus is now translating this MoU into binding order within the next 12 months. On slide nine, I would like to highlight our Amarisco partnership.

Amarisco is a leading U.S. energy infrastructure provider with 25 years of experience in distributed energy solutions for federal, state, and municipal customers. This partnership targets the deployment of 50 Solo reactors with U.S. focus on the OD and the OE side, plus commercial and global opportunities. This accelerated our access to shovel ready projects aligned with federal energy security and mandates. On slide ten, some updates on FOAK deployment. We have selected the Rock City Admiral Parkway in Illinois for our first-of-a-kind site. Rock City is a 6 million sq ft underground industrial facility serving major retailers, food chains, and government archives. Deploying FOAK at a commercial industrial site demonstrates Solo’s real world readiness and immediately validates our business case. The MoU includes also an option for up to 50 additional Solo deployments on site. Slide 11 and 12 showcase our supply chain network.

We have adopted a fabless manufacturing model, partnering with established nuclear suppliers rather than building internal facilities. This provides balance sheet flexibility, cost transparency, and rapid scalability. Partners include ATB Riva Calzoni, Paragon, Texures, Conwar, and established fuel suppliers. ATB Riva Calzoni is a 100-year-old nuclear supplier with 646,000 sq ft of nuclear-qualified manufacturer space and has begun preliminary construction activity for our first-of-a-kind a few weeks ago. Our partner network can accommodate the production of 400 Solo reactors per year by the end of 2028. This robust supply chain, combined with our capital-light model, enables us to focus our resources on licensing, customer development, and execution. With that foundation, I will now turn to Guillaume for our financial update. Guillaume, please. Thank you, Alessandro, and good morning, everyone.

Turning to slide 13 on financing, we completed our business combination with GSR III on October 9, generating $131 million in gross proceeds or $109 million net of expenses. This fully funds our first-of-a-kind reactor licensing and construction activities, estimated at approximately $17 million. Our capital-light fabless model means we have no requirement for major manufacturing facility investment in the near term. We scaled production through our partner network. Our pro forma capital structure is now debt screen. On slide 14, regarding financial updates, for Q3 2025, our loss from operations was $2.3 million. As of September 30, we had $2,150,000 in cash. Strategic priorities appear on slide 15. First, convert our MoUs and advanced discussions into committed orders through partnerships like Amarisco and internal business development led by our U.S. team.

Second, maintain our accelerated NRC licensing pace to achieve 2027 first-of-a-kind and 2028 commercial approvals. Third, strengthen our supply chain partnerships to support up to 400 units per year production capacity. I now turn back to Alessandro for closing remarks.

Thanks, Guillaume. These three priorities—converting MoU to orders, advancing NRC licensing, and strengthening our supply chain—will guide our execution over the next 12 to 18 months. We are confident in our ability to deliver based on decades of industrial experience in the U.S. and abroad, and we have the right leadership team and board of directors in place to execute. Our independent board is led by Catherine Williams, former CEO of Ramathon, alongside Michael Howard, Chair of the World Energy Council, Rex Jackson, former CFO of ChargePoint, and Peter Hastings, former VP of Regulatory Affairs at Kairos Power. On slide 16, we will be engaging with the investment community at the upcoming conference hosted by Bank of America, Roth, UBS, Benchmark, Mizuho, and Trike Aloom. We look forward to further dialogue with investors as we advance. We will also be attending an industrial conference in the U.S.

and beyond. Stay tuned for more and look for updates in our IR site. To conclude, we want to express our excitement in presenting our first in-ring call as a public company. Terra Innovatum remains fully focused on executing our three core priorities: advancing NRC license to achieve our 2027 first-of-a-kind and 2028 commercial milestones, scaling our supply chain partnership, and converting pipeline demand into binding customer orders. We have the capital, we have the team, and the regulatory tailwinds to succeed. Our mission is to deliver safe, reliable, and affordable zero-carbon energy solutions to a rapidly transforming world, and we are on track to do exactly that. With this, operator, we are now ready to open the line for questions.

Conference Operator: Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. First question comes from Craig Sheer. Dr. Phoebe Brothers, please go ahead.

Good morning. Two for me. First, between Amarisco and Rock City, any thoughts on the greatest initial commercial deployment prospects as you look into 2028, 2029? Secondly, in terms of your cost of production and your supply chain relationships, could you opine on the scale down of expenses from first of a kind to perhaps your first 50 units to scaled production at over 100 deployed?

Alessandro Petruzzi, Co-founder and Chief Executive Officer, Terra Innovatum: Thank you, Craig. I’ll leave this answer to Mr. Guillaume.

Guillaume, Chief Financial Officer, Terra Innovatum: Thank you, Alessandro. Good morning, Craig. I would say on the commercial side, at the moment, we have two customers of different nature. Rock City is waiting for the first-of-a-kind to be licensed and is ready to ramp up after that. In terms of speed, we could expect that they will be first in line. At the same time, we are also working with Amarisco, which has an option for 50 units to deploy with their own customer base, not directly using them for their own operations, but more for deployments with own customer requirements. I would say at this point, we do not have a very clear view on who will be first to place a firm order, but both are in a very good position to do that soon.

For the costing side, we’ve communicated a cost structure which is related to our, I would say, estimated cost of production when we reach 1,000 units, indicating that the total cost of production would be around $11.5 million in total, with $3.5 million for the fuel and $8 million for the rest of the construction, assembly, and deployment of the reactor. This cost structure obviously is targeting a larger volume of production than what we will see just after the first of a kind. We haven’t released details of that, so I’m assuming that we will get more precise over the coming years or the coming year, if I can put it this way, to detail the cost structure and the way we will have secured the component costs and the manufacturing assembly.

Okay. Thank you.

Conference Operator: Once again, if you would like to ask a question, please press star one on your telephone keypad. Next question, Ryan Finch with EY Lead Security. Please go ahead.

Yeah. Hey, guys. Thanks for taking my questions. In order to hit the 2027 FOAK milestone, when do you think you need to submit an application with the NRC, and what are some of the steps that you need to take to get there?

Alessandro Petruzzi, Co-founder and Chief Executive Officer, Terra Innovatum: Thank you, Ryan. Definitely, the milestones we have next year and in 2026 is the submittal of the Preliminary Safety Analysis Report, which is the basis to get the Construction Permit in the middle of 2027. We are already advancing with U.S. NRC through federal submission of topical reports and white papers through which we anticipated to U.S. NRC topics of relevance for their review. This is just a part of the two-step licensing process, as you know. The other is related with the Operating License, which we plan to get by the end of 2027. We started discussion with U.S. NRC in order to see what we can submit even for the operating licensing starting from the beginning of next year through, again, the same technical tools of topical report and white papers.

What is the great confidence we have stay in the completion of the design of our reactor and associated safety assessment analysis, which constitutes the background of our confidence in delivering on time the topical reports and the final safety analysis report to U.S. NRC?

Great. Appreciate that. Then on the customer side, for what types of applications are you seeing the most interest, and how are you thinking about the international opportunity relative to the demand you’re seeing in the U.S.?

Okay. In terms of that, I can say that the versatility of Solo is really unique. As you know, we can go from one megawatt electric to several megawatts thanks to the modularity, and we can provide electricity, but also heat and radioisotopes. I can tell you that to me, the targets stay in big players because, anyway, big players are the ones that are really looking for energy like data center. In that sense, our solution thanks to the modularity is very welcome from data center. Modularity helps them to basically realize the redundancy requests in terms of reliability of power. From the other side, it allows also to accompany the growth of the data center with the growth of our units in terms of proximity to provide electricity.

Also, the small industry like cements, like glass production or paper tissue are something that are of very high interest for us. We had a lot of discussion with them. In that sense, that sector of the market is unique because thanks to our small size, we are the only one among the competitors that can arrive there.

Great. Appreciate all that detail. Turn it back. Thanks.

Conference Operator: We have a follow-up from Craig here. Please go ahead.

Yes. On the commercialization, I had a quick question about thoughts on customizing the mix of power and thermal provided for specific applications. Does this always need to be bespoke, or once you penetrate a specific industry like, I don’t know, mining or hospitals, are the needs pretty consistent once you’re heavily involved in an industry?

Alessandro Petruzzi, Co-founder and Chief Executive Officer, Terra Innovatum: Maybe I will take this one briefly. The ability to replicate the way we are addressing the needs of customers is, I would say, very straightforward the moment we have our first contract. If I can take the example of Rock City, because this is the one we were talking about earlier, and which is maybe a very good example of that, we are in a position to work on supplying electricity for their applications, which are mainly, let’s say, very large cold storage underground. They are asking us to also use the decay heat of the reactor to defreeze these equipments because these fridges are generating a certain amount of ice on their own system, which is reducing their performance.

In practical terms, once we have, I would say, a way to operate that with Rock City, we can move the same type of solution to other operators of large cold storage facilities. The same discussion is occurring, let’s say, when we talk to people operating remotely on the mining side, typically. We know that they need, obviously, the power for their existing operation, but we also give them the opportunity to increase the electrification of their operations. We know that by doing that, we have a sort of very replicable model in terms of, let’s say, reusing it in different contexts. Maybe the last aspect which I can mention is maybe more on the industrial side of the equation. Alessandro was referring to the paper tissue industry, but you can have the same logic for the cement industry.

These are industrial operations which are also using cogeneration. They see the benefit of the electricity supply, but they can also use the decay heat for part of their industrial process. That gives us a very strong business case that we can replicate systematically with each operator. Obviously, the size and shape of the way they will use it will vary, but pretty much the usage of Solo can be replicated in every location for industries which are relatively standardized like the ones I mentioned.

Thank you.

Conference Operator: Thank you. I would like to turn the floor over to Alessandro for closing remarks.

Alessandro Petruzzi, Co-founder and Chief Executive Officer, Terra Innovatum: Thank you again for joining us today. As we close out our first admin calls as a public company, we remain focused on advancing licensing, scaling our partnership, and converting our strong pipeline. If you have any follow-up questions, please do not hesitate to reach out at [email protected]. Thank you again, everyone.

Conference Operator: This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.