UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~December 17~~January 15, ~~2025~~2026

Date of Report (Date of earliest event reported)

TERRA INNOVATUM GLOBAL N.V.

(Exact Name of Registrant as Specified in its Charter)

The Netherlands	001-42901	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)	~~File Number)~~	Identification No.)

Via Matteo Trenta 117, Lucca, Italy		55100
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +39 0583 55797

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value of €0.01 per share		NKLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 54.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Directorship~~(a) ~~Agreements~~Dismissal of Independent Registered Public Accounting Firm

On ~~December~~January 1715, ~~2025~~2026, the ~~Renumeration~~ Audit Committee of the Board of Directors (the “Audit Committee”) of Terra Innovatum Global N.V. (the “~~Registrant~~Company”) ~~approved~~dismissed ~~Directorship~~MaloneBailey, ~~Agreements (the~~LLP (“~~Agreements~~MaloneBailey”) as tothe beCompany’s ~~entered~~independent ~~into~~registered ~~between~~public accounting firm. MaloneBailey had served as the ~~Registrant~~Company’s ~~and~~independent ~~each~~registered public ofaccounting ~~Alessandro~~firm ~~Petruzzi~~since April 29, ~~Massimo~~2025. ~~Morichi~~MaloneBailey ~~and~~had ~~Cesare~~served ~~Frepoli~~as the independent auditor for Terra Innovatum S.R.L, an Italian limited liability company, the Company’s wholly-owned subsidiary, since 2025. MaloneBailey had served as the independent auditor for Xit Corp. (~~each~~formerly GSR III Acquisition Corp.), a ~~“Manager”~~Cayman ~~and~~Islands ~~collectively~~exempted company, the ~~“Managers”)~~Company’s wholly-owned subsidiary, since 2024.

~~The~~MaloneBailey’s ~~Agreements~~audit ~~set~~report ~~out~~on ~~certain~~the Company’s financial ~~terms~~statements byas ~~which~~of April 29, 2025 and for the ~~Managers~~period ~~are~~beginning ~~compensated~~April as29, ~~officers~~2025 (inception) and ~~executive~~ended ~~directors~~April of29, ~~the~~2025 ~~Registrant.~~did ~~With~~not ~~the~~contain ~~exception~~an ofadverse opinion ~~the~~or ~~specific office~~a ~~being~~disclaimer ~~held~~of opinion and ~~the~~was ~~compensation~~not qualified or modified as to uncertainty, audit scope or accounting principles, except that the ~~Agreements~~report ~~are~~included ~~identical~~an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

~~Office;~~During ~~Fixed~~the ~~Compensation. Mr.~~period ~~Petruzzi~~beginning ~~serves~~April as29, an2025 ~~executive~~(inception) ~~director~~ and ~~chief~~ended ~~executive officer for which he will receive fixed annual compensation for~~April ~~financial~~29, ~~year~~ 2025 ofand ~~EUR~~the ~~500,000~~subsequent tointerim beperiod ~~received~~through ~~pro~~January ~~rata~~15, ~~for~~2026: ~~months~~(1) ofthere ~~actual~~were ~~service.~~no ~~For~~“disagreements” ~~financial~~(as ~~year~~defined ~~2026,~~in ~~Mr. Petruzzi will receive~~Item ~~fixed~~304(a)(1)(iv) ~~compensation~~ of ~~EUR~~Regulation ~~558,000~~S-K) ~~payable~~with inMaloneBailey 12on ~~monthly~~any ~~payments.~~matter ~~Mr.~~of ~~Morichi~~accounting ~~serves~~principles asor anpractices, ~~executive~~financial ~~director~~statement ~~and Chief Strategy Officer~~disclosure, ~~for~~or ~~which~~auditing hescope ~~will~~or ~~receive fixed annual compensation for financial year 2025 of EUR 400~~procedure,~~000~~ towhich ~~be received pro rata for months of actual service. For financial year 2026~~disagreements, ~~Mr.~~if ~~Morichi~~not ~~will~~resolved ~~receive~~to ~~fixed~~the ~~compensation~~satisfaction of ~~EUR 450~~MaloneBailey,~~000~~ ~~payable~~would inhave 12caused ~~monthly payments. Mr. Frepoli~~MaloneBailey ~~serves~~to asmake anreference ~~executive~~to ~~director~~the ~~and~~subject ~~Chief~~matter ~~Operating~~of ~~Officer~~such ~~for~~disagreements ~~which~~in heconnection ~~will~~with ~~receive~~its ~~fixed~~reports ~~annual~~on ~~compensation~~the ~~for~~ financial ~~year~~statements ~~2025 of EUR 450,000 to be received pro rata~~ for ~~months~~such ofperiods and ~~actual~~(2) ~~service.~~there ~~For~~were ~~financial~~no ~~year~~“reportable ~~2026,~~events” ~~Mr.~~(as ~~Frepoli~~defined ~~will~~in ~~receive~~Item ~~fixed~~304(a)(1)(v) ~~compensation~~ of ~~EUR~~Regulation ~~5000,000 payable in 12 monthly payments~~S-K).

~~Bonus.~~The ~~Each~~ Company provided MaloneBailey with a copy of ~~Mr.~~this ~~Petruzzi,~~report ~~Mr.~~prior to ~~Morichi~~its filing with the Securities and ~~Mr.~~Exchange ~~Frepoli~~Commission ~~will~~(the be“SEC”) ~~entitled~~and torequested ~~receive~~that MaloneBailey furnish the Company with a ~~bonus~~letter ~~based~~addressed ~~upon~~to the ~~achievement~~SEC ofstating ~~certain~~whether ~~criteria~~MaloneBailey toagrees bewith the statements made by the Company in this report and, if ~~set~~not, ~~forth~~stating the respects, if any, in awhich ~~separate~~MaloneBailey ~~agreement~~does not agree with such statements. A copy of the letter from MaloneBailey is filed as Exhibit 16.1 hereto.

~~Term.~~(b) ~~Each~~Engagement of ~~the~~ ~~Agreements~~new ~~provides~~Independent ~~for~~Registered aPublic ~~one-year~~Accounting term ending after the close of the annual general meeting of the Registrant to be held in 2026, subject to annual renewals year to year. Notwithstanding the foregoing, in the event of the termination of service of the Manager as set forth in the Agreement, the Agreement would also be terminated. The Agreements may also be terminated by mutual written consent of the Registrant and the Managers. The Registrant may also terminate the Agreements for just cause of removal and the Manager may terminate the Agreement for just cause of resignation as such terms are defined in the Agreements.Firm

~~Change~~On inJanuary ~~Control. If the term of office is terminated by the Registrant without a just cause of removal or by a Manager for a just cause of resignation~~15, ~~each~~ ~~in connection with a change in control~~2026, the ~~Manager~~Audit ~~would~~Committee beappointed ~~entitled~~KPMG ~~to a lump sum payment equal to 18 months of fixed compensation~~Accountants ~~plus~~N.V. ~~the~~(“KPMG”) ~~target bonus, calculated~~ as ifits ~~100%~~new ofindependent ~~the~~registered ~~target~~public ~~objectives~~accounting have been achieved, together with a pro-rated bonus accrued for the months of actual service performed during the year of termination, continued healthcare coverage for 18 months and certain outplacement benefitsfirm. ~~Any~~The ~~awards~~Company ~~under~~has ~~any~~authorized ~~equity~~MaloneBailey ~~plan that are subject~~ to arespond fully ~~vesting schedule will either continue~~ to ~~vest or~~ the ~~vesting~~inquiries ~~schedule will~~of ~~be accelerated depending upon~~ the ~~terms~~successor ofindependent ~~the~~registered ~~underlying~~public ~~award~~accounting ~~agreements~~firm.

~~Intellectual~~During ~~Property.~~the two most recent fiscal years and the subsequent interim ~~The~~period ~~Registrant~~through ~~will~~January be15, 2026, the ~~exclusive~~Company ~~owner~~did not consult with KPMG with respect to (i) the application of ~~any~~accounting ~~intellectual~~principles ~~property~~to a ~~originated~~specified ~~solely~~transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the ~~Manager~~Company in reaching a decision as to any accounting, auditing or ~~jointly~~financial ~~with~~reporting ~~others~~issue, ~~while~~or (ii) any matter that was either ~~serving~~the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~office~~related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Non-Disparagement; Non-Solicitation. Each of the Agreements contains customary non disparagement provisions as well as non solicitation restrictions for a period of 12 months following termination.

The foregoing is only a brief summary of the terms of the Agreements and is qualified in its entirety by reference to the Agreements which are filed as Exhibits 10.1, 10.2 and 10.3 respectively and incorporated herein by reference.

Compensation at the Subsidiary Level

On December 22, 2025, the Renumeration Committee of the Registrant approved certain payments to be made to certain officers of Terra Innovatum s.r.l., the wholly-owned subsidiary of the Registrant. These payments were approved by the Registrant as the sole shareholder of the subsidiary. In recognition of the successful business combination and listing of the Registrant’s ordinary shares on Nasdaq, the following bonus payments were approved:

Name	Bonus Payment
Mr. Alessandro Petruzzi	EUR	130.374,00
Mr. Marco Cherubini	EUR	16.832,00
Mr. Cesare Frepoli	EUR	116.832,00
Mr. Massimo Morichi	EUR	105.144,00
Mr. Guillaume Moyen	$	100,002.00
Morichi Atelier LLC (Giordano Morichi)	$	131,400.00

In addition, it was also approved to pay certain additional payments as follows:

Name	Amount
Mr. Alessandro Petruzzi	€	75,000
Mr. Marco Cherubini	€	75,000
Mr. Cesare Frepoli	€	75,000
Mr Alessandro Petruzzi	€	75,000
Mr Marco Cherubini	€	47,700
Mr Cesare Frepoli	€	47,700

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

10.1		Form of Directorship Agreement between Terra Innovatum Global N.V. and Alessandro Petruzzi
Exhibit No.		Description
10.2		Form of Directorship Agreement between Terra Innovatum Global N.V. and Massimo Morichi
16.1		Letter from MaloneBailey, LLP
10.3		Form of Directorship Agreement between Terra Innovatum Global N.V. and Cesare Frepoli
104		Cover Page Interactive Data File (formatted as Inline XBRL)
104*		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 23, 2025
Dated: January 21, 2026
	TERRA INNOVATUM GLOBAL N.V.
	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

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