Terra Innovatum Global NV 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No.001-42901 TERRA INNOVATUM GLOBAL N.V. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Title of each class Ordinary Shares, par value of €0.01 pershare Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such 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 be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 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. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025 (the last business day of our most recently completed second fiscal quarter), based upon the last reported trade onthat date, the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, alloutstanding and issued ordinary shares minus shares held by the officers, directors and known holders of 10% or more of theCompany’s ordinary shares) was $0. As of June 29, 2026, there were a total of 110,500,908 ordinary shares of the registrant issued and outstanding. Terra Innovatum Global N.V.Quarterly Report on Form 10-QQuarter Ended March 31, 2026 TABLE OF CONTENTS PART IItem 1.Financial Statements.1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.16Item 3.Quantitative and Qualitative Disclosures About Market Risk.23Item 4.Controls and Procedures.23PART IIItem 1.Legal Proceedings.26Item 1A.Risk Factors.26Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.26Item 3.Defaults Upon Senior Securities.26Item 4.Mine Safety Disclosures.26Item 5.Other Information.26Item 6.Exhibits.27i Special Note Regarding Forward-Looking Statements This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statementscontained in this Form 10-Q, other than statements of historical fact, are based on our management’s beliefs and assumptions and oninformation currently available to us. These statements relate to future events or to our future financial performance and involveknown and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance orachievements to be materially different from any future results, levels of activity, performance or achievements expressed or impliedby these forward-looking statements. Forward-looking statements include, but are not limited to, statements about: ●our goals and strategies, including our ability to build and commercialize a micro-modular nuclear reactor;●our future business development, financial condition and results of operations;●expected changes in our revenue, costs or expenditures;●growth of and competition trends in our industry;●our expectations regarding demand for, and market acceptance of, our products;●our expectations regarding our relationships with investors, institutional funding partners and other parties with whom wecollaborate;●fluctuations in general economic and business conditions in the markets in which we operate; and●relevant government policies and regulations relating to our industry. In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,”“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms orother co