Terra Innovatum Global NV 2025年季度报告

FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 For the transition period from _______________ to _______________ Commission File Number:001-42901 TERRA INNOVATUM GLOBAL N.V.(Exact name of registrant as specified in its charter) Via della Chiesa XXXII,759Lucca,Italy55100(Address of principal executive offices, including zip code) +390583 55797(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of November 14, 2025, there were70,300,948ordinary shares outstanding. TERRA INNOVATUM GLOBAL N.V. TABLE OF CONTENTS PagePart I – Financial Information1Item 1. Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3. Quantitative and Qualitative Disclosures About Market Risk33Item 4. Controls and Procedures33Part II – Other Information34Item 1. Legal Proceedings34Item 1A. Risk Factors34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds34Item 3. Defaults Upon Senior Securities34Item 4. Mine Safety Disclosures34Item 5. Other Information34Item 6. Exhibits34Signatures35 EXPLANATORY NOTE On October 9, 2025, subsequent to the end of the quarterly period ended September 30, 2025, the quarterly period to whichthis Quarterly Report on Form 10-Q relates, Terra Innovatum Global N.V. (formerly known as Terra Innovatum Global s.r.l.), a publiclimited liability company organized under Dutch law (the “Company”), consummated its previously announced business combination.Pursuant to several transactions contemplated under the Business Combination Agreement, dated as of April 21, 2025 (the “BusinessCombination Agreement”) by and among Terra Innovatum s.r.l., an Italian limited liability company (“Terra OpCo”) and GSR IIIAcquisition Corp., a Cayman Islands exempted company (“GSR III”), Terra OpCo caused to be formed Terra Innovatum Global s.r.l.,an Italian limited liability company (Italian Società a responsabilità limitata) with the same quotaholders in the same ownershippercentages as Terra Opco, (“New TopCo”); New TopCo converted into Terra Innovatum Global N.V., a limited liability companyorganized under Dutch law, referred to herein as “Terra” or the “Company”; GSR III Cayman Merger Sub (a wholly-owned subsidiaryof Terra) was merged with and into GSR III, with GSR III surviving the merger as a wholly owned subsidiary of Terra (the “Merger”and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Except as otherwise expressly provided herein, the information in this Quarterly Report on Form 10-Q does notreflect the consummation of the Business Combination which, as discussed above, occurred subsequent to the period coveredhereunder. PART I – FINANCIAL INFORMATION Terra Innovatum Global, N.V.(formerly Terra Innovatum Global, Srl.)Consolidated Balance Sheets(Unaudited) (all amounts in USD)(in thousands) Terra Innovatum Global N.V.(formerly Terra Innovatum Global, Srl.)Consolidated Statements of Operations and Comprehensive (Loss) Income(Unaudited) (all amounts in USD)(in thousands) Terra Innovatum Global N.V.(Formerly Terra Innovatum Global, Srl.)Consolidated Statements of Changes in Quotaholders’ DeficitFor the Three and Nine Months Ended September 30, 2025 and 2024(Unaudited) (all amount