Terra Innovatum Global N.V. 8-K

What Happened

• Terra Innovatum Global N.V. announced on Jan 15, 2026 that its Audit Committee dismissed MaloneBailey, LLP as the company’s independent registered public accounting firm and appointed KPMG Accountants N.V. as the new independent auditor.
• MaloneBailey had served as the company auditor since April 29, 2025 and also audited the company’s subsidiary Terra Innovatum S.R.L. (since 2025) and Xit Corp. (formerly GSR III Acquisition Corp.) (since 2024). MaloneBailey’s audit report for the period ending April 29, 2025 contained no adverse opinion or disclaimer and was not otherwise qualified, but did include an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.
• The company reported there were no “disagreements” or “reportable events” with MaloneBailey for the periods reviewed. A letter from MaloneBailey responding to the company’s statements is filed as Exhibit 16.1 to the 8-K.

Key Details

• Dismissal and appointment effective: January 15, 2026.
• MaloneBailey tenure with company: since April 29, 2025; audited subsidiaries since 2024–2025.
• MaloneBailey’s April 29, 2025 report: no adverse/qualified opinion, but included a going-concern explanatory paragraph.
• KPMG was not consulted by the company on accounting/audit matters during the two most recent fiscal years and the interim period through Jan 15, 2026. MaloneBailey is authorized to cooperate with KPMG.

Why It Matters

• A change of independent auditor is material for investors because it can affect audit approach, timing of future audit reports, and disclosures. The prior audit included a going-concern paragraph, which is a sign that auditors saw uncertainty about the company’s near-term viability.
• The filing states there were no disagreements with the former auditor and the successor auditor had not previously consulted on accounting matters, suggesting a routine transition rather than a dispute. Investors should watch for upcoming audited financial statements and any new auditor opinions from KPMG for further information on the company’s financial condition.