Terra Innovatum Global N.V. Commitments Disclosure

Note 11. Commitments and Contingencies

 

SPAC Financial Advisory Services

 

On December 18, 2024, the Company entered into an engagement letter with a financial advisory services provider (the “SPAC Financial Advisor”) to assist with the negotiation, structuring, and execution of the Company’s business combination with a special purpose acquisition company (“SPAC”) (the “SPAC Financial Advisory Services Agreement”). Under the agreement, the SPAC Financial Advisor also supported the preparation of marketing materials and efforts to secure potential backstop financing.

 

In connection with the Closing on October 9, 2025, the Company issued 223,000 ordinary shares to the SPAC Financial Advisor and also issued 40 Convertible Preferred Shares, which were contingently convertible into the Company’s ordinary shares at a ratio of 10,000 ordinary shares per Convertible Preferred Share, subject to milestone-based tranche conversion conditions pursuant to the Business Combination Agreement and the SPAC Financial Advisory Services Agreement. As mentioned above, on October 16, 2025, certain conversion milestones were achieved, and on November 13, 2025 our Board of Directors issued a confirmation statement resulting in the conversion of 20 Convertible Preferred Shares into 200,000 ordinary shares to the SPAC Financial Advisor.

 

During the year ended December 31, 2025, the Company paid the cash success fee of $2,500 and the milestone fee of $225. During the year ended December 31, 2024, the Company paid the retainer fee of $50 and the LOI signature fee of $25. As of December 31, 2025, the Company had no non-cancelable remaining cash commitments under the SPAC Financial Advisory Services Agreement, as all remaining obligations are either contingent on future events or relate to reimbursable costs recognized when incurred.

Investor Relations and Advisory Services Agreements

 

On October 27, 2025, the Company entered into an investor relations and advisory services agreement (the “October 27, 2025 Investor Relations and Advisory Services Agreement”) with the same vendor, effective November 1, 2025. The initial term extends through April 30, 2026, with automatic annual renewals unless terminated by either party with 60 days’ notice.

 

The agreement provides for a fixed monthly fee of $25, covering up to 84 hours of services allocated as follows: (i) 50 hours of investor relations, public relations, media, capital markets, and market-intelligence support for $17; (ii) 14 hours of social-media and communications services for $4; and (iii) 20 hours of business-development support for $5. The Company is also required to pay a 3% monthly service fee related to access to market-intelligence platforms. Additional services, including support for special situations such as M&A or crisis management, are billed at the vendor’s standard hourly rates, which may reach up to $1 per hour depending on personnel level.

 

Capital Markets Advisory Agreements

 

September 22, 2025 Capital Markets Advisory Agreement

 

In September 2025, the Company entered into an agreement (the “September 22, 2025 Capital Markets Advisory Agreement”) for a 12-month engagement period commencing August 19, 2025. Under the agreement, the vendor provides strategic capital markets advisory services, including support through the Closing and post-close public company advisory. As consideration for these services, a cash fee of $150 is payable upon close of the business combination, with additional cash fees of $125 payable 90 days after close and $125 payable 180 days after close. The agreement includes standard indemnification provisions and may be terminated upon 10 days’ written notice.

 

October 14, 2025 Capital Markets Advisory Agreement

 

In October 2025, the Company entered into an agreement (the “October 14, 2025 Capital Markets Advisory Agreement”) with a vendor for a term of 24 months. Under the agreement, the vendor will provide advisory services including assistance with research coverage, investor meetings, non-deal roadshows, and participation in the vendor hosted investor conferences. As compensation for these services, a total of $600 is due, structured as follows: $300 in cash, payable 12 months from the agreement date and $300 in cash, payable 24 months from the agreement date. These fees are subject to reduction by any fees paid to the vendor 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. The agreement contains standard indemnification clauses and may be terminated earlier only in the event of breach or for cause.

 

October 23, 2025 Capital Markets Advisory Agreement

 

 In October 2025, the Company entered into an agreement (the “October 23, 2025 Capital Markets Advisory Agreement”) with a vendor to serve as the Company’s financial and capital markets advisor for a one-year term. Under the agreement, the vendor will provide advisory services including investor positioning, coordination of investor meetings, and participation in investor conferences, among other mutually agreed services. As consideration for its services, an advisory fee of $700 is due, payable in three installments, $233 which was paid upon execution of the agreement in October 2025, $233 on March 15, 2026, and $233 upon the end of the term of the agreement, October 23, 2026. The agreement contains standard indemnification clauses and may be terminated earlier only in the event of breach or for cause.

 

October 27, 2025 Capital Markets Advisory Agreement

 

In October 2025, the Company entered into an agreement (the “October 27, 2025 Capital Markets Advisory Agreement”) with a vendor for a 12-month engagement period beginning January 1, 2026. Under the October 27, 2025 Capital Markets Advisory Agreement, the vendor will provide strategic capital markets advisory services, including development of capital market strategy, institutional investor relationship development, participation in conferences and investor meetings and non-deal roadshows and related support. As compensation for these services, an advisory fee of $350 is due, structured as follows: $105 which was paid upon execution of the agreement on October 27, 2025 and $245 payable on January 1, 2026. The October 27, 2025 Capital Markets Advisory Agreement includes standard indemnification clauses and may be terminated with 90 days’ written notice.

Engineering Services Agreement

 

In December 2025, the Company entered into an agreement (the “December 1, 2025 Engineering Services Agreement”) for vendor-provided engineering services in support of SOLO licensing activities. The agreement specifies total consideration of €433 (plus applicable VAT), payable in four monthly installments of €108.25 each, with payment due within 10 days of invoice. The agreement includes customary confidentiality, intellectual property, and governing-law provisions. The agreement contains standard indemnification clauses and may be terminated only for material breach, in which case the Company is obligated to pay only for services rendered through termination date.

 

Feasibility and Industrialization Study Agreement

 

In November 2025, the Company entered into an agreement with a vendor to conduct a feasibility and industrialization study (the “Feasibility and Industrialization Study Agreement”) for the SOLO Micro Modular Nuclear Reactor project. The Feasibility and Industrialization Study Agreement outlines a comprehensive scope of engineering, fabrication planning, cost analysis, and regulatory support activities to be performed by the vendor. Under the Feasibility and Industrialization Study Agreement, total consideration based on estimated man-hours and hourly rates as defined in the agreement is due with a payment structure including 10% of the total price payable within 7 days of execution, and the remaining balance payable monthly based on progress milestones and time sheets.

 

The Feasibility and Industrialization Study Agreement allows for price adjustments if actual man-hours exceed estimates by more than 5%, or if additional activities are agreed upon. Any such adjustments will be subject to separate written agreement. The term of the Feasibility and industrialization Study Agreement is a minimum of 6 months and up to 24 months, effective upon receipt of the advance payment. Either party may terminate the agreement under specified conditions, including non-payment or breach.

 

Senior Advisor Agreement

 

On August 21, 2025, the Company entered into an agreement (the “Senior Advisor Agreement”) with an independent contractor to serve as a strategic advisor and promoter for the Company, particularly in connection with the Business Combination. The term of the Senior Advisor Agreement is 36 months and outlines the independent contractor’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 the independent contractor originates. As of December 31, 2025, these restricted shares have not been granted.