Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-291423
Prospectus
Supplement No. 3
(To
Prospectus dated December 15, 2025)
Terra
Innovatum Global N.V.
Up
to 5,475,593 Ordinary Shares Issuable Upon the Exercise of Warrants
Up
to 94,804,436 Ordinary Shares
Up
to 40,200,000 Ordinary Shares Issuable Upon the Mandatory Conversion of Outstanding Preferred Shares
This
prospectus supplement no. 3 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 15, 2025
(as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on
Form S-1 (Registration Statement No. 333-291423). This Prospectus Supplement is being filed to update and supplement the information
included or incorporated by reference in the Prospectus with the information contained in the attached Current Report on Form 8-K, filed
with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on July 2, 2026 (the “Form 8-K”).
Accordingly, we have attached the Form 8-K to this Prospectus Supplement.
This
Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should
be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this Prospectus
Supplement, you should rely on this Prospectus Supplement.
Our
ordinary shares, par value €0.01 per share (“Ordinary Shares”) are listed on The Nasdaq Stock Market LLC (“Nasdaq”)
under the symbol “NKLR”. On July 2, 2026, the closing price of our Ordinary Shares as reported on Nasdaq was $4.62 per share.
We
are an “emerging growth company” as that term is defined under the federal securities laws and, as such, are subject to certain
reduced public company reporting requirements.
Investing
in our securities involves risks that are described in the “Risk Factors” section of our Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on June 16, 2026 (the “Form 10-K”), beginning on page 12 of the Form 10-K.
Neither
the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is July 6, 2026.
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
June 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 5.02. Departure of Directors or Certain Officers; Appointment
of Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers.
On June 16, 2026, the Board of Directors (the
“Board”) of Terra Innovatum Global N.V. (the “Company”) appointed Joanna Lohkamp as an interim director, a member
of the Audit Committee, and the chair of the Remuneration Committee, effective as of July 1, 2026. Ms. Lohkamp will serve as a non-executive
director until the Company’s next annual general meeting of the shareholders.
There are no arrangements or understandings between
Ms. Lohkamp and any other persons, pursuant to which Ms. Lohkamp was selected as a member of the Board. There are no family relationships
between Ms. Lohkamp and any director or executive officer of the Company, and Ms. Lohkamp does not have any direct or indirect material
interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.
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: July 2, 2026 |
|
|
| |
|
|
| |
TERRA INNOVATUM GLOBAL N.V. |
| |
|
|
| |
By: |
/s/ Alessandro Petruzzi |
| |
Name: |
Alessandro Petruzzi |
| |
Title: |
Chief Executive Officer |
