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

~~March 28~~April 16, 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)		Identification No.)

Via Matteo Trenta 117, Lucca, Italy		55100 LU
(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 5 3.~~02.~~01 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Appointment~~Satisfy ofa ~~Certain~~Continued ~~Officers;~~Listing ~~Election~~Rule ofor ~~Directors~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On April ~~March 29~~16, 2026, ~~the~~Terra ~~Board~~Innovatum ofGlobal ~~Directors~~N.V. (the “~~Board~~Company”) ofreceived ~~Terra~~an ~~Innovatum~~expected ~~Global~~deficiency ~~N.V.~~letter (the “~~Company~~Notice”) from ~~resolved~~the toNasdaq ~~designate~~Listing ~~Katherine~~Qualifications ~~Williams~~Department asof ~~executive director~~The ~~and~~Nasdaq ~~Chief~~Stock ~~Financial~~Market ~~Officer~~LLC (“~~CFO~~Nasdaq”) ofnotifying the Company, ~~effective~~that ~~immediately.~~it was Innot ~~connection~~in compliance with ~~Ms.~~Nasdaq ~~Williams’ designation,~~Listing ~~Ms.~~Rule ~~Williams~~5250(c)(1) ~~resigned from her positions~~ as ~~non-executive~~a ~~director~~result ~~and chairperson~~ of ~~the~~its ~~Board.~~failure Into ~~that~~timely ~~context,~~file ~~she~~its ~~also stepped~~Annual ~~down~~Report ason ~~member~~Form of10-K for the ~~Company’s~~fiscal ~~Audit~~year ~~Committee~~ended ~~and~~December ~~Nominating~~31, ~~and~~2025 ~~Corporate~~(the ~~Governance~~“Form ~~Committee.~~10-K”), ~~The Board also appointed Michael Howard~~ as ~~chairperson~~required offor ~~the~~continued ~~Board~~listing ~~and~~on ~~Peter~~The ~~Hastings~~Nasdaq toGlobal ~~the Company’s Audit Committee~~Select Market.

~~Ms.~~The Notice ~~Williams,~~has ~~age~~no ~~68,~~immediate ~~has~~effect ~~served~~on asthe alisting ~~director~~ or trading of the Company's ~~since~~common ~~October~~stock ~~2025~~on Nasdaq Global Select Market. ~~Since~~In ~~April~~accordance with ~~2025~~Nasdaq’s listing rules, ~~Ms.~~the ~~Williams~~Company has ~~served~~60 ascalendar ~~CFO~~days, ofor ~~Solestiss~~until ~~LLC~~June 15, an2026, ~~energy~~to ~~developer~~submit ~~and~~a ~~consultancy specializing~~plan into ~~the~~regain ~~nuclear~~compliance ~~and~~with respect ~~renewable~~to ~~energy~~the ~~sectors~~filing requirement. ~~Prior~~If tothe ~~Solestiss,~~Company ~~from~~submits ~~February~~a ~~2002~~plan to ~~May~~Nasdaq ~~2024,~~and ~~Ms.~~Nasdaq ~~Williams~~accepts ~~served~~the asplan, ~~CEO and~~Nasdaq ~~CFO~~can ofgrant ~~Framatome~~an ~~Inc.,~~exception of aup ~~global~~to ~~nuclear~~180 ~~engineering~~calendar ~~and~~days ~~technology~~from ~~company~~the ~~that~~due ~~designs,~~date ~~builds,~~of ~~maintains,~~the ~~and~~filing ~~services~~of ~~nuclear~~the ~~steam supply~~2025 ~~systems~~Form 10-K (~~NSSS)~~as ~~and~~extended ~~equipment~~pursuant ~~for~~to ~~nuclear~~Rule ~~power~~12b-25 ~~plants.~~under ~~Ms.~~the ~~Williams~~Securities Act ~~holds~~of a1933, ~~B.S.~~as ~~from~~amended (the ~~College~~“Securities ofAct”)), ~~Charleston~~or ~~and~~until ~~her~~October ~~MBA~~12, ~~from the~~2026, ~~University~~to ofregain ~~Pittsburgh~~compliance.

~~There are no family relationships between Ms.~~The ~~Williams and any director or executive officer of the~~ Company ~~and~~intends ~~other~~to ~~than~~regain ~~Ms.~~compliance ~~Williams Services Agreement~~ with ~~the~~Nasdaq’s ~~Company~~listing ~~(described below)~~rules ~~there~~as ~~are~~soon noas ~~related party transactions in which Ms~~practicable. ~~Williams has or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.~~

In connection with Ms. Williams’ appointment to the Company’s Board as a non-executive director, the Company and Ms. Williams entered into a service agreement, dated as of December 10, 2025 (the “Services Agreement”) which provides for annual fees for service on the Board and committees of the Board as set out in the Company's Remuneration Policy, and any equity awards duly approved and granted by the Company. The Company expects to amend the Services Agreement to reflect Ms. Williams’ role as executive director and CFO.1

~~Additionally, On March 28, 2026, Guillaume Moyen resigned with immediate effect from all his positions at the Company, including his role as CFO and executive director.~~SIGNATURES

1Pursuant 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.

SIGNATURES

Dated: April 17, 2026

	TERRA INNOVATUM GLOBAL N.V.

	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

~~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.~~2

Dated: March 30, 2026
	TERRA INNOVATUM GLOBAL N.V.
	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

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