SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ramamurti Anantha

(Last)

(First)

(Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN

78731

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Terra Innovatum Global N.V. [ NKLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	10/09/2025		J⁽¹⁾		623,373	A	$0.00⁽¹⁾	0	D
Ordinary Shares	10/09/2025		J⁽¹⁾		69,263⁽²⁾	A	$0.00⁽¹⁾	0	D
Ordinary Shares	10/09/2025		A⁽³⁾		5,738	A	$12⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$11.5	10/09/2025		A⁽⁵⁾		5,738		10/09/2025	09/29/2030	Ordinary Shares	5,738	$0.00	5,738	D
Warrant (right to buy)	$15	10/09/2025		A⁽⁶⁾		5,738		10/09/2025	09/29/2030	Ordinary Shares	5,738	$0.00	5,738	D

Explanation of Responses:

1. 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.

2. 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.

3. Includes 5,738 PubCo Ordinary Shares that Mr. Ramamurti received at Closing in connection with the certain letter agreement between himself and Terra OpCo, dated as of August 29, 2025.

4. Based on the closing price of the ordinary shares of $12.00 on the Nasdaq Stock Market LLC on October 7, 2025.

5. Includes 5,738 warrants of the Issuer that Mr. Ramamurti received at Closing in connection with the certain letter agreement between himself and Terra OpCo, dated as of August 29, 2025.

6. Includes 5,738 warrants of the Issuer that Mr. Ramamurti received at Closing in connection with the certain letter agreement between himself and Terra OpCo, dated as of August 29, 2025.

	/s/ Anantha Ramamurti	10/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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President and CFO Ramamurti Anantha acquired 692,636 units of Ordinary Shares and was granted 5,738 units of Ordinary Shares (SEC Form 4)