Terra Innovatum Global NV美股招股说明书(2025-12-16版)

Up to 5,475,593 Ordinary Shares Issuable Upon the Exercise of Warrants Up to 94,804,436 Ordinary Shares Up to 40,200,000 Ordinary Shares Issuable Upon the Mandatory Conversion of Outstanding Preferred Shares This prospectus relates to, among other things, the issuance from time to time of up to 5,475,593 Ordinary Shares (as definedbelow) of Terra Innovatum Global N.V., a Dutch public limited liability company (“we,” “us,” “our,” “Terra” “Terra Innovatum” orthe “Company”), which consist of (i) up to 1,702,966 Ordinary Shares issuable upon the exercise of warrants (the “BridgeWarrants”) which were issued in connection with certain bridge loans by Terra, (ii) up to 2,762,627 Ordinary Shares issuable uponthe exercise of warrants (the “PIPE Warrants”) which were issued in connection with the PIPE Financing that closed concurrentlywith the closing of our Business Combination (as defined herein) with GSR III Acquisition Corp. (“GSR III”), and (iii) up to1,010,000 Ordinary Shares issuable upon the exercise of warrants issued upon the closing of our Business Combination (the “ClosingWarrants” and collectively with the Bridge Warrants and the PIPE Warrants, the “Warrants”). For more information on the BusinessCombination and on the transactions through which the Warrants were issued, see “Prospectus Summary—Business Combination,”“Prospectus Summary—Bridge Loans” and “Prospectus Summary—PIPE Financing.” For the definitions of certain terms,abbreviations and acronyms frequently used throughout this prospectus, see “Certain Defined Terms.” This prospectus also relates to the potential resale from time to time by the selling securityholders named herein (including theirpermitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Securityholders”) of (i) up to anaggregate of 135,004,436 shares (the “Resale Shares”) of the ordinary shares, par value €0.01 per share (“Terra Shares” or “TerraOrdinary Shares”) of Terra Innovatum, inclusive of the Resale Shares described below, and (ii) up to 5,475,593 Terra Sharesunderlying outstanding Warrants held by the Selling Securityholders (such Terra Shares issuable upon exercise of outstandingWarrants, together with the Resale Shares, the “Resale Securities”). The Resale Shares include: (a) an aggregate of 2,355,167 Terra Shares held by certain members of GSR III Sponsor LLC, aDelaware limited liability company (the “Sponsor”) (including the three prior independent directors of GSR III) and certain otherformer holders of GSR III Class B Shares (such holders, collectively with the Sponsor, the “Sponsor Holders”) following theconsummation of the Business Combination (the “Closing”); (b) 47,500,000 Terra Shares issued to the legacy Terra OpCoquotaholders (such quotaholders, including members of Terra’s management, the “Management Holders”) upon the Closing; (c)40,000,000 Terra Shares issued to the Management Holders following the mandatory conversion of 4,000 Terra Preferred Shares heldby them, upon Terra’s achievement of two of four time-vested, performance-based conversion milestones (the “ConversionMilestones”) (see “Unaudited Pro Forma Condensed Combined Financial Information—Additional Shares—Terra Innovatum GlobalQuotaholders” for more information on the Conversion Milestones applicable to such Terra Preferred Shares), as well as 40,000,000Terra Shares issuable to the Management Holders following the mandatory conversion of the remaining 4,000 Terra Preferred Sharesheld by them upon Terra’s achievement of the remaining two Conversion Milestones; (d) Terra Shares issued or issuable to the AdvisorHolders (as defined herein), inclusive of (x) 223,000 Terra Shares issued to the Advisor Holders upon the Closing of the BusinessCombination, (y) 200,000 Terra Shares issued to the Advisor Holders following the mandatory conversion of 20 Terra Preferred Sharesheld by them, upon Terra’s achievement of the same two Conversion Milestones referred to above and (z)200,000 Terra Sharesissuable to the Advisor Holders following the mandatory conversion of the remaining 40 Terra Preferred Shares held by them, uponTerra’s achievement of the remaining two Conversion Milestones referred to above; (e) 851,483 Terra Shares converted from theprincipal and accrued interest on the Bridge Loans (such shares, “Bridge Shares”); and (f) 3,683,500 Terra Shares issued in the PIPEFinancing (the “PIPE Shares”). Our registration of the Resale Securities covered by this registration statement does not mean that the Selling Securityholders willoffer or sell any of the Resale Securities. The Selling Securityholders may sell the Resale Securities covered by this registrationstatement in a number of different ways and at varying prices. For additional information on the possible methods of sale that may beused by the Selling Securityholders, you should refer to the section of this registration statement titled “Plan of Distribution”beginning on page 103 of this registration