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

~~January~~March 1528, 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 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Appointment of Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers.

On March 29, 2026, the Board of Directors (athe “Board”) ~~Dismissal~~of Terra Innovatum Global N.V. (the “Company”) resolved to designate Katherine Williams as executive director and Chief Financial Officer (“CFO”) of ~~Independent~~the ~~Registered~~Company, ~~Public~~effective ~~Accounting~~immediately. ~~Firm~~In connection with Ms. Williams’ designation, Ms. Williams resigned from her positions as non-executive director and chairperson of the Board. In that context, she also stepped down as member of the Company’s Audit Committee and Nominating and Corporate Governance Committee. The Board also appointed Michael Howard as chairperson of the Board and Peter Hastings to the Company’s Audit Committee.

OnMs. ~~January 15~~Williams, ~~2026~~age 68, ~~the~~has ~~Audit~~served ~~Committee~~as a director of the ~~Board~~Company ofsince ~~Directors (the~~October ~~“Audit~~2025. ~~Committee”)~~Since ofApril ~~Terra~~2025, ~~Innovatum~~Ms. ~~Global~~Williams ~~N.V.~~has ~~(the~~served ~~“Company”)~~as ~~dismissed~~CFO ~~MaloneBailey,~~of ~~LLP~~Solestiss ~~(“MaloneBailey”) as~~LLC, ~~the~~an ~~Company’s~~energy ~~independent~~developer ~~registered~~and ~~public~~consultancy specializing ~~accounting~~in ~~firm.~~the ~~MaloneBailey~~nuclear ~~had~~and ~~served~~renewable asenergy ~~the~~sectors. ~~Company’s~~Prior ~~independent~~to ~~registered public~~Solestiss, ~~accounting~~from ~~firm~~February ~~since~~2002 ~~April~~to 29May 2024, ~~2025~~Ms. ~~MaloneBailey~~Williams ~~had~~ served as ~~the~~CEO and ~~independent~~CFO ~~auditor~~of ~~for~~Framatome ~~Terra Innovatum S~~Inc.~~R.L~~, ana ~~Italian limited~~global ~~liability~~nuclear engineering and technology company, ~~the~~that ~~Company’s~~designs, ~~wholly-owned~~builds, ~~subsidiary~~maintains, ~~since~~and ~~2025.~~services ~~MaloneBailey~~nuclear ~~had~~steam supply ~~served~~systems as(NSSS) ~~the~~and ~~independent~~equipment ~~auditor~~ for ~~Xit~~nuclear ~~Corp~~power plants. ~~(formerly~~Ms. ~~GSR~~Williams ~~III~~holds ~~Acquisition~~a ~~Corp~~B.),S. afrom ~~Cayman~~the ~~Islands~~College ~~exempted~~of ~~company,~~Charleston ~~the~~and ~~Company’s~~her ~~wholly-owned~~MBA ~~subsidiary, since~~from ~~2024~~the University of Pittsburgh.

~~MaloneBailey’s~~There ~~audit~~are ~~report~~no onfamily ~~the~~relationships ~~Company’s~~between ~~financial~~Ms. ~~statements~~Williams asand ofany ~~April~~director ~~29,~~or ~~2025~~executive ~~and~~officer ~~for~~of the ~~period~~Company ~~beginning~~and ~~April~~other ~~29,~~than ~~2025~~Ms. ~~(inception)~~Williams ~~and~~Services ~~ended~~Agreement ~~April~~with ~~29,~~the ~~2025~~Company ~~did~~(described below) ~~not~~there ~~contain~~are anno ~~adverse opinion~~related orparty atransactions ~~disclaimer~~in ofwhich ~~opinion~~Ms. ~~and~~Williams ~~was~~has ~~not qualified~~ or ~~modified~~will ashave toa ~~uncertainty,~~direct ~~audit scope~~ or ~~accounting~~indirect ~~principles,~~material ~~except~~interest that would ~~the~~require ~~report~~disclosure ~~included~~under anItem ~~explanatory paragraph expressing substantial doubt about the Company’s ability to continue as~~ 404(a) ~~going~~of ~~concern~~Regulation S-K.

~~During~~In ~~the~~connection ~~period~~with ~~beginning~~Ms. ~~April~~Williams’ ~~29,~~appointment ~~2025~~to ~~(inception)~~the ~~and ended April~~Company’s ~~29,~~Board ~~2025~~as ~~and~~a ~~the~~non-executive ~~subsequent interim period through January 15~~director, ~~2026:~~the ~~(1)~~Company ~~there~~and ~~were~~Ms. noWilliams ~~“disagreements”~~entered ~~(as~~into ~~defined in Item 304(~~a~~)(1)(iv)~~ ofservice ~~Regulation~~agreement, ~~S-K)~~dated ~~with~~as ~~MaloneBailey on any matter~~ of ~~accounting~~December ~~principles or practices~~10, ~~financial~~2025 ~~statement~~(the ~~disclosure,~~“Services orAgreement”) ~~auditing~~which ~~scope~~provides orfor ~~procedure,~~annual ~~which~~fees ~~disagreements,~~for ifservice ~~not~~on ~~resolved~~the toBoard ~~the~~and ~~satisfaction~~committees of ~~MaloneBailey,~~the ~~would~~Board ~~have~~as ~~caused~~set ~~MaloneBailey to~~out ~~make~~in ~~reference to~~ the ~~subject~~Company's ~~matter~~Remuneration Policy, ofand ~~such~~any ~~disagreements~~equity inawards ~~connection~~duly ~~with~~approved ~~its~~and ~~reports~~granted onby the ~~financial~~Company. ~~statements~~The ~~for~~Company ~~such~~expects ~~periods and~~to ~~(2)~~amend ~~there~~the ~~were~~Services noAgreement ~~“reportable~~to ~~events”~~reflect Ms. ~~(as~~Williams’ ~~defined~~role inas ~~Item~~executive ~~304(a)(1)(v)~~director ofand ~~Regulation S-K)~~CFO.

~~The~~Additionally, ~~Company~~On ~~provided~~March ~~MaloneBailey~~28, ~~with~~2026, aGuillaume ~~copy~~Moyen ofresigned ~~this report prior to its filing~~ with ~~the Securities and Exchange Commission (the “SEC”) and requested that MaloneBailey furnish the Company~~immediate ~~with~~effect afrom ~~letter~~all ~~addressed~~his topositions ~~the~~at ~~SEC stating whether MaloneBailey agrees with~~ the ~~statements made by the~~ Company ~~in this report and~~, ~~if not,~~including ~~stating~~his ~~the~~role ~~respects,~~as ifCFO ~~any,~~and inexecutive ~~which MaloneBailey does not agree with such statements~~director. ~~A copy of the letter from MaloneBailey is filed as Exhibit 16.1 hereto.~~

~~(b) Engagement of new Independent Registered Public Accounting Firm~~1

On January 15, 2026, the Audit Committee appointed KPMG Accountants N.V. (“KPMG”) as its new independent registered public accounting firm. The Company has authorized MaloneBailey to respond fully to the inquiries of the successor independent registered public accounting firm.SIGNATURES

~~During~~Pursuant ~~the two most recent fiscal years and the subsequent interim period through January 15, 2026, the Company did not consult with KPMG with respect~~ to ~~(i)~~ the ~~application~~requirements of ~~accounting~~the ~~principles to~~Securities aExchange ~~specified~~Act ~~transaction,~~of ~~either completed or proposed~~1934, the ~~type~~Registrant ofhas ~~audit~~duly ~~opinion~~caused ~~that~~this ~~might be rendered on the Company’s financial statements, and neither a written~~ report ~~nor oral advice was provided~~ to ~~the~~be ~~Company~~signed ~~that~~on ~~KPMG~~its ~~concluded~~behalf ~~was an important factor considered~~ by the ~~Company~~undersigned inhereunto ~~reaching~~duly a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the 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)authorized.

Item 9.01. Financial Statements and Exhibits.

Dated: March 30, 2026

	TERRA INNOVATUM GLOBAL N.V.

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

~~(d) Exhibits.~~2

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

Exhibit No.		Description
16.1		Letter from MaloneBailey, LLP
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: January 21, 2026
	TERRA INNOVATUM GLOBAL N.V.
	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

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