Gus Garcia - 09 Oct 2025 Form 4 Insider Report for Terra Innovatum Global N.V. (NKLR)

Role
Co-Chief Executive Officer, Director
Signature
/s/ Gus Garcia
Issuer symbol
NKLR
Transactions as of
09 Oct 2025
Net transactions value
+$86,664
Form type
4
Filing time
14 Oct 2025, 20:39:49 UTC
Previous filing
03 Jul 2023
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Garcia Gus Co-Chief Executive Officer, Director C/O GSR III ACQUISITION CORP., 5900 BALCONES DRIVE, SUITE 100, AUSTIN /s/ Gus Garcia 14 Oct 2025 0001862624

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NKLR Ordinary Shares Other $0 +623,373 $0.000000 0 09 Oct 2025 Direct F1
transaction NKLR Ordinary Shares Other $0 +69,264 $0.000000 0 09 Oct 2025 Direct F1, F2
transaction NKLR Ordinary Shares Award $86,664 +7,222 $12.00 0 09 Oct 2025 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NKLR Warrant (right to buy) Award $0 +7,222 $0.000000 7,222 09 Oct 2025 Ordinary Shares 7,222 $11.50 Direct F5
transaction NKLR Warrant (right to buy) Award $0 +7,222 $0.000000 7,222 09 Oct 2025 Ordinary Shares 7,222 $15.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gus Garcia is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On October 9, 2025, pursuant to that certain Business Combination Agreement, dated as of April 21, 2025 (the "Transaction Agreement"), by and among GSR III Acquisition Corp. (the "Company") and Terra Innovatum s.r.l. ("Terra OpCo") and certain other parties, which contemplated several transactions and reorganizations in connection with which GSR III will become a wholly owned subsidiary of Terra Innovatum Global N.V. ("PubCo) upon the consummation of the business combination (the "Closing"). Represents pro rata distribution by GSR III Sponsor LLC to its members, which includes the reporting person, for no consideration, exempt under Rule 16a-9.
F2 These shares will not vest until and unless the closing price of the PubCo Ordinary Shares exceeds $12.00 per share for five days during any twenty-day period starting on the first trading day following the Closing.
F3 Includes 7,222 PubCo Ordinary Shares that Mr. Garcia received at Closing in connection with the certain letter agreement between himself and Terra OpCo, dated as of August 29, 2025.
F4 Based on the closing price of the ordinary shares of $12.00 on the Nasdaq Stock Market LLC on October 7, 2025.
F5 Includes 7,222 warrants of the Issuer that Mr. Garcia received at Closing in connection with the certain letter agreement between himself and Terra OpCo, dated as of August 29, 2025.
F6 Includes 7,222 warrants of the Issuer that Mr. Garcia received at Closing in connection with the certain letter agreement between himself and Terra OpCo, dated as of August 29, 2025.