Signed Partnership Agreement with Long-Term Framework to Support Go-to-Market Plan, Regulatory Progress, and Customer Acquisition Strategy
NEW YORK, NY AND DALLAS, TX / ACCESS Newswire / July 1, 2025 / Terra Innovatum Srl ("Terra Innovatum," or the "Company"), a developer of micro-modular nuclear reactors, and GSR III Acquisition Corp. (Nasdaq: GSRT), a publicly traded special purpose acquisition company, today announced that Terra Innovatum has signed a Memorandum of Understanding ("MOU") with TechSource Inc., an employee-owned science and engineering firm specializing in end-to-end nuclear energy and weapons lifecycle management, advanced scientific R&D, and leadership in the delivery of cutting edge solutions across the federal and commercial sectors. In this partnership TechSource will accelerate the introduction of Terra Innovatum's SOLO™ micro-modular reactor through supply chain and regulatory advisory support, while expanding access to potential strategic investors, customers and U.S. agency funding programs, including deployment pathways at the U.S. Department of Energy ("DOE") and Department of Defense ("DOD").
"This collaboration represents a pivotal milestone in advancing our SOLO™ MMR technology toward full-scale commercialization," said Alessandro Petruzzi, Co-founder & CEO of Terra Innovatum. "TechSource's deep network across U.S. governmental agencies, expertise in nuclear material management and U.S. regulatory knowledge will support our regulatory and commercial progress, while bolstering our federal funding and customer acquisition opportunities. Together, we plan to strengthen our connection with industry leaders and national laboratories in the U.S. to build a foundation for the widespread deployment of safe, modular nuclear power. Together, we are fast-tracking SOLO™'s impact on a cleaner, more resilient global energy future."
"TechSource is proud to partner with Terra Innovatum at this critical inflection point for advanced nuclear innovation," said V. Brian D'Andrea, Chairman & CEO of TechSource. "Our involvement with nuclear reactor technology dates back to our company's inception and carries through to today. With decades of experience supporting the Department of Energy, the Department of Defense, national laboratories, and public-sector institutions, we are uniquely positioned to help accelerate the commercialization and deployment of the SOLO™ micro-modular reactor. This collaboration underscores our shared commitment to strengthening national security, advancing safe, scalable nuclear technologies that drive energy resilience, , and delivering technically challenging solution sets across both domestic and international markets."
Giordano Morichi, Partner, Chief Business Development Officer & Investor Relations of Terra Innovatum stated: "This agreement marks a pivotal step in accelerating the commercial deployment of our technology. TechSource's unmatched track-record, combined with their expertise in regulatory strategy, stakeholder engagement, and national program execution, makes them an invaluable partner as we bring SOLO™ to market. Together, we're building not just a deployment plan, but a go-to-market strategy that integrates site development, government partnerships, and industrial adoption. This MOU sets the stage for unlocking real-world opportunities that will move our technology from design to large-scale commercial impact."
Curtis Christensen, Senior Vice President, West Operations at TechSource, concluded: "This partnership is a natural alignment of vision and capability. Terra Innovatum is pushing the frontier of modular nuclear innovation, and TechSource brings decades of experience delivering complex nuclear programs for federal agencies and international partners. Together, we can accelerate SOLO™'s journey from concept to deployment. Our team is committed to supporting the full lifecycle of this technology-from regulatory approval and site development to stakeholder engagement and long-term operations. We see SOLO™ not just as a reactor, but as a transformative energy solution for critical infrastructure, defense applications, and the global clean energy transition."
In Picture: A conceptual rendering showcasing four SOLO™ micro-modular reactors (4 MWe / 20 MWt) seamlessly integrated into an off-grid military complex-highlighting the system's compact footprint, scalability, and potential to deliver clean, reliable power directly at the point of use.
Under the terms of the agreement, Terra Innovatum and TechSource Inc. will work collaboratively on identifying and securing optimal sites for reactor assembly and deployment, optimize supply chain management, support NRC compliance, and engage with key stakeholders-including the DOE, DOD, international laboratories, industry leaders, and institutional end users. The collaboration also paves the way for potential co-investments in operational hubs, advanced manufacturing infrastructure, and strategic R&D partnerships.
ABOUT TERRA INNOVATUM & SOLOTM
Terra Innovatum's mission is to make nuclear power accessible. We deliver simple and safe micro-reactor solutions that are scalable, affordable and deployable anywhere 1 Mwe at a time.
Terra Innovatum is a pioneering force in the energy sector, dedicated to delivering innovative and sustainable power solutions. Terra Innovatum plans to leverage cutting-edge nuclear technology through the SOLO™ Micro-Modular Reactor (SMR™) to provide efficient, safe, and environmentally conscious energy. With a mission to address global energy shortages, Terra Innovatum combines extensive expertise in nuclear industry design, manufacturing, and installation licensing to offer disruptive energy solutions. Committed to propelling technological advancements, Terra Innovatum and SOLO™ are dedicated to fostering prosperity and sustainability for humankind.
It is anticipated that SOLO™ will be available globally within the next three years. Conceptualized in 2018 and engineered over six years by experts in nuclear safety, licensing, innovation, and R&D, SOLO™ addresses pressing global energy demands with a market-ready solution. Built from readily available commercial off-the-shelf components, the proven licensing path for SOLO™ enables rapid deployment and minimizes supply chain risks, ensuring final cost predictability. Designed to adapt with evolving fuel options, SOLO™ supports both LEU+ and HALEU, offering a platform ready to transition to future fuel supplies.
SOLO™ will offer a wide range of versatile applications, providing CO2-free, behind-the-meter, and off-grid power solutions for data centers, mini-grids serving remote towns and villages, and large-scale industrial operations in hard-to-abate sectors like cement production, oil and gas, steel manufacturing, and mining. It also has the ability to supply heat for industrial applications and other specialized processes, including water treatment, desalination and co-generation. Thanks to its modular design, SOLO™ can easily scale to deliver up to 1GW or more of CO2-free power with a minimal footprint, making it an ideal solution for rapidly replacing fossil fuel-based thermal plants. Beyond electricity and heat generation, SOLO™ can also contribute to critical applications in the medical sector by producing radioisotopes essential for oncology research and cancer treatment.
To learn more, visit: www.terrainnovatum.com.
ABOUT TECHSOURCE INC
Founded in 1997, TechSource is a recognized leader in nuclear science and engineering, comprising more than 500 senior-level scientists, engineers, and industry experts drawn from national laboratories, federal technology programs, and the nuclear industry. The company is widely regarded as an independent, qualified expert, with its advice and solutions trusted as authoritative by clients and their stakeholders.
TechSource consultants bring decades of hands-on experience across the full spectrum of the nuclear material life cycle, including basic and materials research, facility design and operations, weapons programs, material disposition, and systems and operations analysis. Their deep expertise spans particle accelerator design and operation, nuclear power generation, nuclear materials technology, national laboratory initiatives, enterprise and operational IT programs, and complex systems integration.
To learn more, visit: https://techsource-inc.com/.
CONTACTS
Giordano Morichi
Partner, Chief Business Development Officer & Investor Relations
Terra Innovatum Srl
E: [email protected]
W: www.x-solo.com
Nicholas Hresko-Staab
Investor & Media Relations
Alliance Advisors IR
E: [email protected]
Curtis Christensen
SVP of Operations-West
TechSource
E: [email protected]
W: www.techsource-inc.com
Carrie Holland
VP Marketing and Integrated Communications
TechSource
E: [email protected]
W: www.techsource-inc.com
IMPORTANT INFORMATION FOR SHAREHOLDERS
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the business combination, a Dutch public limited liability company ("Pubco"), GSR III Acquisition Corp. ("GSRT") and Terra Innovatum s.r.l. ("Terra Innovatum" and, together with GSR III and Pubco, the "Registrant Parties") have filed with the SEC a registration statement on Form S-4 (the "Registration Statement"), which includes a preliminary prospectus of Pubco relating to the offer of securities to be issued in connection with the business combination, and a preliminary proxy statement of GSRT to be distributed to holders of GSRT's ordinary shares in connection with GSRT's solicitation of proxies for a vote by GSRT's shareholders with respect to the Business Combination and other matters described in the Registration Statement. The Registrant Parties also plan to file other documents with the SEC regarding the business combination. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of GSRT. INVESTORS OF THE REGISTRANT PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Registrant Parties once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by GSRT may be obtained free of charge by written request to GSRT at 5900 Balcones Drive, Suite 100, Austin TX 78731.
PARTICIPANTS IN THE SOLICITATION
Each of the Registrant Parties, and their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of GSRT is set forth in GSRT's filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their direct and indirect interests will be set forth in the Registration Statement (and will be included in the proxy statement/prospectus) and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
FORWARD LOOKING STATEMENTS
The statements contained in this press release that are not purely historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on GSRT and the other Registrant Parties. There can be no assurance that future developments affecting GSRT and the other Registrant Parties will be those that we have anticipated. These forward-looking statements speak only as of the date this press release is delivered and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against GSRT, any of the Registrant Parties, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of GSRT or the SEC's declaration of the effectiveness of the Registration Statement (which will include the proxy statement/prospectus contained therein) to be filed by the Registrant Parties or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability of Pubco to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Terra Innovatum as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination, including the reorganization described in the business combination agreement; (9) changes in applicable laws or regulations; (10) the possibility that the Registrant Parties or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the amount of redemption requests made by GSRT shareholders and (12) other risk factors described herein as well as the risk factors and uncertainties described in the Form S-4 and GSRT's other filings with the SEC, as well as any further risks and uncertainties to be contained in the proxy statement/prospectus filed after the date hereof. In addition, there may be additional risks that neither GSRT nor any of the other Registrant Parties presently know, or that GSRT or the other Registrant Parties currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
None of GSRT, the other Registrant Parties, or any of their respective affiliates, officers, employees or agents, makes any representation or warranty, either express or implied, in relation to the fairness, reasonableness, adequacy, accuracy, completeness or reliability of the information, statements or opinions, whichever their source, contained in this press release or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. GSRT, the other Registrant Parties and their respective affiliates, officers, employees and agents further expressly disclaim any and all liability relating to or resulting from the use of this press release and any errors therein or omissions therefrom. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice.
In addition, the information contained in this press release is provided as of the date hereof and may change, and neither GSRT nor the other Registrant Parties undertakes any obligation to update or revise any forward- looking statements, whether as a result of new information, inaccuracies, future events or otherwise, except as may be required under applicable securities laws.
SOURCE: TERRA INNOVATUM SRL
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W.Knight--TFWP
