Filed Pursuant to Rule 424(b)(3)
Registration No. 333-291423
Prospectus Supplement No. 6
(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. 6 (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 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 September 22, 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 August 14, 2026, the closing price of our Ordinary Shares as reported on Nasdaq was $6.09 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 September
22, 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
September 17, 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 |
|
(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
(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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 17, 2026, Rex Jackson and
Michael Howard notified Terra Innovatum Global N.V. (the “Company”) of their respective resignations from the board of directors
of the Company (the “Board”), effective as of such date.
Also on September 17, 2026, Peter Hastings
(together with Mr. Jackson and Mr. Howard, the “Resigning Directors”) agreed to transition from his role as a director to
a consulting role with the Company, in which he is expected to support the Company’s ongoing commercialization efforts and related
strategic initiatives. In connection with this transition, Mr. Hastings resigned from the Board, effective as of such date.
The Company appreciates the Resigning Directors’
service and contributions during their tenure on the Board.
(d) In connection with the foregoing changes
to the composition of the Board, on September 22, 2026 the Company appointed Tony Tullio, Michael Modro and Kostadin Ivanov (collectively,
the “Independent Directors”) as new independent directors to the Board. Mr. Tullio was also appointed to serve as interim chairman of the Board’s Audit Committee and as a member of the Board’s Remuneration
Committee.
There is no arrangement or understanding between
the Independent Directors and any other persons pursuant to which the Independent Directors were selected as directors and they have no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are
no family relationships between the Independent Directors and any other director or executive officer of the Company.
Each of the Resigning Directors and Independent
Directors are expected to enter into an indemnification agreement with the Company substantially consistent with the form of indemnification
agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 Indemnification Agreement |
| 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: September 22, 2026 |
|
|
| |
|
|
| |
TERRA INNOVATUM GLOBAL N.V. |
| |
|
|
| |
By: |
/s/ Alessandro Petruzzi |
| |
Name: |
Alessandro Petruzzi |
| |
Title: |
Chief Executive Officer |
Exhibit
10.1
INDEMNITY
AGREEMENT
DATED
[ ● ]
between
TERRA
INNOVATUM GLOBAL N.V.
and
[
● ]
| | Director’s indemnity agreement | 1 |
This
indemnity agreement (the Agreement) is entered into by and between:
| (1) | Terra
Innovatum Global N.V., a public limited liability (naamloze vennootschap)
company under Dutch law, registered with the Dutch trade register under number 98523554 (the
Company); and |
| (2) | [ ● ],
born on [●date], residing at [●address] (the Director). |
In
this Agreement the Company and the Director are collectively referred to as the Parties and each a Party.
WHEREAS:
| (A) | The
Director is a non-executive director of the Company; and |
| (B) | The
Company has agreed to indemnify (schadeloosstellen) the Director in respect of certain
liabilities, subject to, and in accordance with, the terms and conditions set out in this
Agreement. |
THE
PARTIES HAVE AGREED AS FOLLOWS:
| 1 | Definitions
and interpretation |
| 1.1 | In
this Agreement, except to the extent the context requires otherwise, the following terms
shall have the following meanings: |
| |
Awards |
all
judgments, decrees, orders, decisions, penalties, settlements, compensations and any (other) financial effects or outcomes of or
related to any Claim and/or any (other) order by a Court and/or a Regulatory Authority in relation to the Director’s Position,
that is final and binding and is no longer open to an ordinary legal remedy or appeal; |
| |
|
|
| |
Business
Day |
a
day (other than a Saturday, a Sunday or a public holiday) on which banks are open for business in the Netherlands and New York, United
States of America, other than for internet banking services only; |
| |
|
|
| |
Claim |
each
and any past, pending or future, potential or actual claim, action and proceeding, suit or investigation of any nature in relation
to the Director’s Position, whether instigated, imposed or incurred under the laws of the Netherlands or the law of any other
jurisdiction; |
| | Director’s indemnity agreement | 2 |
| |
Costs
and Expenses |
all
reasonably incurred legal costs (including attorneys’ fees) and all other costs, fees, charges and expenses and any other amounts
paid by the Director: |
| |
|
|
| |
|
(a) |
in defending against any Claims and appealing or bringing
other legal remedies against any Awards (as applicable) including, where it concerns Claims brought by, or at the request of the
Company; and |
| |
|
|
| |
|
(b) |
in defending himself in any investigation into the affairs
of the Company by any Court or Regulatory Authority or against any action or conservatory measure ordered, proposed and/or to be
taken by any such Court or Regulatory Authority. |
| |
|
|
|
| |
|
Unless otherwise ordered by a Court, all
Costs and Expenses shall be deemed reasonably incurred. |
| |
|
|
| |
Court |
any
national or international court (gerecht), tribunal, or other judicial body of competent jurisdiction; |
| |
|
|
| |
Director’s
Position |
the
position as a non-executive director of the Company and any other position assumed by the Director from time to time at the direction
of the Company within the Company, its Group Companies or any other company, legal entity or (company) body; |
| |
|
|
| |
D&O
Insurance |
directors’
and officers’ liability insurance; |
| |
|
|
| |
Effective
Date |
the
date of this Agreement; |
| |
|
|
| |
Exposure
Event |
has
the meaning given thereto in Clause 3.1; |
| |
|
|
| |
Indemnity |
has
the meaning given thereto in Clause 2.1; |
| |
|
|
| |
Indemnity
Payment |
any
payment pursuant to the Indemnity, whether made to the Director, on behalf of the Director or (otherwise) for the benefit of the
Director; |
| |
|
|
| |
Losses |
any
losses, damages, penalties, liabilities, compensation or other awards, actually or reasonably incurred by the Director in connection
with any Awards or Claims; |
| |
|
|
| |
Payment
by Director |
has
the meaning given thereto in Clause 4.1; |
| |
|
|
| |
Regulatory
Authority |
any
international, supranational, European Union, national, federal, regional, provincial, municipal or (other) local body, entity or
authority exercising a legislative, judicial, executive, regulatory, arbitrational, administrative or governmental function. |
| | Director’s indemnity agreement | 3 |
| (a) | references
to Clauses shall be deemed to refer to clauses of this Agreement, unless the contrary is
apparent; |
| (b) | the
singular includes the plural and vice versa, and each gender includes the other genders; |
| (c) | the
words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”; |
| (d) | a
reference to a person includes any natural person, corporate body, Regulatory Authority or
any other entity, whether or not having separate legal personality; |
| (e) | headings
and titles are inserted for convenience only and are to be ignored in the interpretation
of this Agreement; and |
| (f) | English
terms to which a translation in the Dutch language has been added in italics shall be interpreted
in accordance with the Dutch translation, disregarding the English term to which the Dutch
translation relates. References to any Dutch legal term or concept shall in any jurisdiction
other than the Netherlands be construed as a reference to the term or concept which most
closely corresponds to it in that jurisdiction. |
| 2.1 | Subject
to the remaining provisions of this Agreement, the Company shall in the event of a Claim
fully indemnify and hold the Director harmless (vrijwaren) to the fullest extent permitted
by law in respect of any Losses and Costs and Expenses arising out of, or in connection with,
the actual or purported exercise of, or failure to exercise, any of the Director’s
powers, duties or responsibilities associated with the Director’s Position, all of
the foregoing subject to Clause 2.2 and the carve-outs set out in Clause 2.3, and in each
case excluding any amount paid or advanced to or for the benefit of the Director: |
| (a) | under
D&O Insurance or any other insurance cover; or |
| (b) | by
any other party in respect of the matter giving rise to the relevant liability, |
and
the indemnity so given: Indemnity.
| | Director’s indemnity agreement | 4 |
| 2.2 | The
Indemnity shall only apply if, in relation to the relevant circumstances, the Director acted
in good faith and in a manner the Director reasonably believed to be in or not opposed to
the best interest of the Company, or out of his mandate. |
| 2.3 | The
Indemnity shall not (directly or indirectly) provide any indemnity against any Losses and
Costs and Expenses: |
| (a) | incurred
by the Director in connection with: |
| (i) | any
fraud (bedrog), wilful misconduct (opzet) or intentional recklessness (bewuste
roekeloosheid) on the part of that Director, or any conduct of that Director that is
seriously culpable (ernstig verwijtbaar handelen), if and to the extent established
in an Award that is final and binding and is no longer open to an appeal or (other) ordinary
legal remedy; and/or |
| (ii) | civil
proceedings brought by the Company or any of its Group Companies in which an Award is rendered
against the Director that is final and binding and is no longer open to an ordinary legal
remedy or appeal; and |
| (iii) | proceedings
related to criminal charges against the Director, except if and insofar the Director is acquitted
and/or any such criminal charges against that Director are dismissed in an Award that is
final and binding and is no longer open to an ordinary legal remedy or appeal and/or such
proceedings are settled with the prior consent of the Company; and/or |
| (b) | if
and to the extent resulting from any liability of the Director to the Company; and/or |
| (c) | if
and to the extent attributable to a failure by the Director to comply with Clause 3. |
| 3.1 | If
the Director becomes aware of any Claim, Award or other circumstances which may lead to the
Company being requested to make a payment or advance funds under this Agreement (Exposure
Event), the Director shall: |
| (a) | as
soon as reasonably practicable, give written notice of the occurrence of such Exposure Event
to the Company; and |
| (b) | keep
the Company informed of any developments in relation to such Exposure Event (including by
providing the Company with such information and copies of such documents as the Company may
reasonably request) and consult the Company regarding the conduct of any Claim and/or course
of action in relation to such Exposure Event. |
| 3.2 | If
the Director becomes aware of any proceeding being initiated or announced in relation to
an Exposure Event, the Director shall promptly (and in any event within 10 Business Days)
notify the Company of such proceedings and as soon as reasonably practicable following his
service or receipt, provide the Company with a copy of each document served on or received
by the Director. |
| | Director’s indemnity agreement | 5 |
| (a) | take
all such action as the Company may reasonably request to avoid, dispute, resist, appeal or
defend against any Claim and/or to seek recourse or compensation for, and/or otherwise recover,
any Losses and Costs and Expenses from any other party (including D&O Insurance); |
| (b) | shall
not make any admission of liability or guilt nor enter into any agreement or compromise with
any person in relation to any Claim without the prior written consent of the Company, such
consent not to be unreasonably withheld; |
| (c) | refrain
from bringing any defence or argument, or making any statement, that is reasonably likely
to increase exposure of the Director and/or the Company in terms of monetary liability, market
reputation, procedural position or otherwise, without the prior written consent of the Company,
such consent not to be unreasonably withheld; |
| (d) | assist
the Company as it may reasonably require in resisting, defending or settling the Claim; and |
| (e) | provide
to the Company such information about the nature and amount of Losses and Costs and Expenses
incurred by the Director in respect of a Claim or Award as the Company may reasonably request
from time to time. |
| 4.1 | In
the event any payment is made or to be made by the Director in respect of any Losses or Costs
and Expenses to which this Agreement applies (Payment by Director), the Director shall
make a claim or demand for payment of the relevant amount in writing to the Company supported
by: |
| (a) | documentation
which, in the reasonable opinion of the Company, is satisfactory evidence that the relevant
Payment by Director has been suffered or incurred by the Director; and |
| (b) | an
undertaking by the Director to repay the relevant amount if it is established afterwards
that the Indemnity does not apply to all or part of the relevant Loss and/or Costs and Expenses. |
| | Director’s indemnity agreement | 6 |
| 4.2 | If
the Company (acting reasonably) is satisfied that the relevant Payment by Director has been
suffered or incurred by the Director, the Company shall pay the relevant amount to the Director
or, if applicable, the party that made the Payment by Director on behalf of the Director,
or the relevant party/parties to which the Payment by Director is owed, within 30 Business
Days of the receipt of the evidence and undertaking referred to in Clause 4.1. Any failure
by the Director to comply with the provisions of Clause 3, Clause 4 or Clause 6.2 shall: |
| (i) | not
entitle the Company to suspend or delay any payment under the Indemnity (provided the undertaking
referred to in Clause 4.1 has been provided by the Director); and |
| (ii) | not
relieve the Company of any obligations under this Agreement, provided, however, that if such
failure has a material adverse effect on the Company, the Indemnity shall not apply to any
Losses or Costs and Expenses or part thereof that are attributable to that failure. |
| 4.3 | If
the Director is not entitled to be indemnified by the Company pursuant to the Indemnity,
any payment made or funds advanced by the Company in respect of any Losses and/or Costs and
Expenses shall be repaid by the Director. |
| 5.1 | The
Company shall procure that D&O Insurance is purchased and (on a best effort basis) maintained
by it to insure the Director as non-executive director of the Company during the period that
the Director holds any Director’s Position and for a period of three years thereafter. |
| 5.2 | The
Company shall not be in breach of its obligations under this Clause 5 if its inability to
purchase and maintain D&O Insurance to insure the Director is attributable to (i) a failure
by the Director to comply with the Director’s obligations to the insurers or (ii) any
failure by the Company to meet or comply with any condition of the coverage of the D&O
Insurance, is attributable to any act or failure to act of the Director. |
| 5.3 | The
Company shall provide, at the Director’s request, a copy, or a summary of the terms,
of any D&O Insurance that provides coverage to the Director, to the extent it relates
to the Director and the Director’s Position. |
| 5.4 | In
the event that the Director has a right to make a claim under the D&O Insurance, the
Director shall claim first under the provisions of the D&O Insurance, with the proviso,
however, that if and to the extent that the Director is not fully protected under the provisions
of the D&O Insurance, then the Director shall be entitled to bring a claim under this
Agreement simultaneously (for the deficit). |
| 5.5 | Nothing
in this Agreement modifies or limits any obligation of the Director under the terms of any
applicable D&O Insurance maintained by the Company or any Group Company from time to
time. Furthermore, the terms of this Agreement shall not negate any obligation that the Director
might have to assist the Company in complying with any obligations it may have under the
terms of the D&O Insurance and the Director shall not take, or fail to timely take, any
action which may prejudice the ability of the Company to recover under any D&O Insurance. |
| 6.1 | If
the Company makes any payment under this Agreement, it shall be subrogated to the extent
of such payment to any right the Director has for recovery of the amounts so paid from any
other person, provided that the management board of the Company, acting reasonably, duly
considers and has proper regard to the personal and professional reputation of the Director
when deciding whether or not to exercise such right of recovery. |
| 6.2 | By
accepting the terms of this Agreement, the Director agrees to execute all documents and do
all acts reasonably required by the Company to permit the Company to exercise and enforce
its rights pursuant to Clause 6. |
| | Director’s indemnity agreement | 7 |
| 7.1 | This
Agreement constitutes the entire agreement between the Parties relating to the subject matter
hereof and shall supersede all prior agreements, arrangements and communications among Parties,
whether oral or written, with respect to the subject matter of this Agreement. |
| 7.2 | This
Agreement may be amended or supplemented only by written agreement signed by duly authorized
representatives of the Parties. This requirement can only be waived in writing. |
| 7.3 | The
Company shall bear the costs and expenses in connection with the negotiation, preparation
and execution of this Agreement. |
| 7.4 | To
the extent permitted under the applicable law, the Parties herewith renounce their rights
to terminate (beëindigen), rescind (ontbinden), nullify (vernietigen)
or demand in legal proceedings the termination (beëindiging), rescission (ontbinding),
the nullification (vernietiging) or the modification (wijziging), in whole
or in part, of this Agreement on whatever grounds and for whatever reason, including termination
or rescission based on Sections 6:265, 6:228, and/or 6:258 et seq. of the Dutch Civil Code. |
| 7.5 | No
Party may assign any or all of its rights and obligations under this Agreement without the
prior written approval of the other Party. This provision has property-law effect as set
forth in Section 3:83 paragraph 2 of the Dutch Civil Code. |
| 7.6 | Neither
Party’s failure to exercise any of its rights hereunder shall constitute a waiver of
such rights or in any other way prejudice such rights. |
| 7.7 | The
invalidity or unenforceability of any part of this Agreement shall not affect the validity
or enforceability of the remainder of this Agreement. The Parties shall negotiate in good
faith to agree upon a new provision, which shall reflect their original intent as much as
possible. |
| 7.8 | This
Agreement may be executed in any number of counterparts, all of which taken together shall
constitute one and the same agreement. Each Party may enter into this Agreement by executing
a counterpart. |
| 8 | governing
law and jurisdiction |
| 8.1 | This
Agreement shall be governed by and construed in accordance with the laws of the Netherlands,
without regard to its conflict of law provisions. |
| 8.2 | All
disputes arising out of or in connection with this Agreement shall be submitted to the exclusive
jurisdiction of the competent court of Amsterdam, the Netherlands. |
Signature
page follows
| | Director’s indemnity agreement | 8 |
SIGNATURE
PAGE
Signed
for and on behalf of the Company by,
| |
|
| Terra Innovatum Global N.V. |
|
| Name: |
Alessandro Petruzzi |
|
| Title: |
Chief Executive Officer |
|
Signed
for and on behalf of the Director by,
| | Director’s indemnity agreement | |
