Terra Innovatum replaces KPMG with MaloneBailey
Terra Innovatum says internal-control material weaknesses remain unremediated amid its independent auditor transition.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
424B3
Rhea-AI Filing Summary
Terra Innovatum Global N.V. (NKLR) supplements its prospectus covering up to 5,475,593 ordinary shares issuable upon warrant exercise, up to 94,804,436 ordinary shares, and up to 40,200,000 ordinary shares issuable upon mandatory conversion of outstanding preferred shares. The supplement attaches two current reports concerning the company’s independent auditor transition.
The audit committee dismissed KPMG effective October 12, 2026, and MaloneBailey was formally engaged on October 23 as independent auditor for the fiscal year ending December 31, 2026. Terra Innovatum reported no disagreements with KPMG and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting, which remain unremediated. KPMG’s 2025 audit report was not adverse or disclaimed and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
0 points · 0 major1 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointInternal-control material weaknesses remained unremediated in the October 2026 auditor-change disclosure.
Key Figures
Ordinary shares issuable upon warrant exercise: Up to 5,475,593 ordinary shares
Ordinary shares: Up to 94,804,436 ordinary shares
Ordinary shares issuable upon mandatory conversion: Up to 40,200,000 ordinary shares
+1 more
4 metrics
Ordinary shares issuable upon warrant exercise
Up to 5,475,593 ordinary shares
Prospectus cover
Ordinary shares
Up to 94,804,436 ordinary shares
Prospectus cover
Ordinary shares issuable upon mandatory conversion
Up to 40,200,000 ordinary shares
Upon mandatory conversion of outstanding preferred shares
Closing price
$2.12 per share
October 27, 2026
Key Terms
mandatory conversion, independent registered public accounting firm, material weaknesses in internal control over financial reporting
3 terms
mandatory conversion financial
"issuable upon the mandatory conversion of outstanding preferred shares"
Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.
independent registered public accounting firm financial
"MaloneBailey as the Company’s new independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weaknesses in internal control over financial reporting financial
"the material weaknesses in the Company’s internal control over financial reporting"
A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.
Offering Details
supplement · Up to 5,475,593 ordinary shares issuable upon exercise of warrants; up to 94,804,436 ordinary shares; up to 40,200,000 ordinary shares issuable upon mandatory conversion of outstanding preferred shares
Offering
Offering Type
supplement
Securities Offered
Ordinary shares
Offering Amount
Up to 5,475,593 ordinary shares issuable upon exercise of warrants; up to 94,804,436 ordinary shares; up to 40,200,000 ordinary shares issuable upon mandatory conversion of outstanding preferred shares
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who is NKLR's independent auditor for fiscal 2026?
MaloneBailey was formally engaged on October 23, 2026, as Terra Innovatum Global N.V.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Did Terra Innovatum report disagreements with KPMG?
Terra Innovatum reported no disagreements with KPMG on accounting principles or practices, financial-statement disclosure, or audit scope or procedure. It reported no reportable events other than material weaknesses in internal control over financial reporting, which remain unremediated.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-291423
Prospectus Supplement No. 8
(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. 8 (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 Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 16, 2026 and October 27, 2026 (collectively, the “Form 8-Ks”). Accordingly, we have attached the Form 8-Ks 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 October 27, 2026, the closing price of our Ordinary Shares as reported
on Nasdaq was $2.12 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 SEC 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 October 28, 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
October 9, 2026
Date of Report (Date of earliest event reported)
|
TERRA INNOVATUM GLOBAL N.V.
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(Exact Name of Registrant as Specified in its Charter)
|
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The Netherlands
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001-42901
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N/A
|
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(State or other jurisdiction of incorporation)
|
(Commission File Number)
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(I.R.S. Employer Identification No.)
|
|
Via Matteo Trenta 117, Lucca, Italy
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55100
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|
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(Address of Principal Executive Offices)
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(Zip Code)
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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
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, par value of €0.01 per share
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NKLR
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The Nasdaq Stock Market LLC
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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 4.01 |
Changes in Registrant’s Certifying Accountant.
|
(a) Dismissal of Independent Registered Public
Accounting Firm
On October 9, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Terra Innovatum Global N.V. (the “Company”) dismissed KPMG Accountants N.V. (“KPMG”) as the Company’s independent
registered public accounting firm, effective as of October 12, 2026. As described below, the change in independent registered public accounting firm is not the result of any disagreement with KPMG.
KPMG’s audit report on the Company’s financial statements as of and for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 2025, the only fiscal year for which KPMG served as the Company’s independent registered public accounting firm, as well as the subsequent interim period through
October 12, 2026, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in its report on the financial statements for such period, and (ii) no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K), except for the material weaknesses in the Company’s internal control over financial reporting described in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Part I,
Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 16, 2026 and August 14, 2026, respectively. The material weaknesses have
not been remediated. The Audit Committee discussed the material weaknesses with KPMG, and the Company will authorize KPMG to respond fully to the inquiries of MaloneBailey, LLP (“MaloneBailey”), the Company’s expected successor independent
registered public accounting firm, concerning such material weaknesses.
The Company provided KPMG with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that KPMG furnish a letter addressed to the SEC stating whether it agrees with the
statements made herein. A copy of KPMG’s letter, dated October 16, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
The Audit Committee has approved the engagement of MaloneBailey as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026, and the Company intends to
engage MaloneBailey, subject to MaloneBailey’s completion of its standard client acceptance procedures. MaloneBailey previously served as the Company’s independent registered public accounting firm from April 29, 2025 to January 15, 2026.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibits
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16.1
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Letter from KPMG Accountants N.V., dated October 16, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Dated: October 16, 2026
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TERRA INNOVATUM GLOBAL N.V.
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By:
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/s/ Alessandro Petruzzi
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Name:
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Alessandro Petruzzi
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Title:
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Chief Executive Officer
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Exhibit 16.1
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KPMG Accountants N.V.
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Laan van Langerhuize 1
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Audit
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1186 DS Amstelveen
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P.O. Box 74500
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The Netherlands
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1070 DB Amsterdam
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Telephone +31 (0)20 656 7890
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The Netherlands
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www.kpmg.com/nl
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Confidential
Securities and Exchange Commission Washington, D.C. 20549
Amstelveen, October 16, 2026
Ladies and Gentlemen:
We were previously principal accountants for Terra Innovatum Global N.V., and, under the date of June 15, 2026, we reported on the consolidated financial statements of Terra Innovatum Global N.V. as of and for the year ended December 31,
2025. On October 12, 2026, we were dismissed.
We have read Terra Innovatum’s statements included under Item 4.01 of its Form 8-K dated October 16, 2026, and we agree with such statements except we are not in a position to agree or disagree with Terra Innovatum‘s statement that the
change was approved by the audit committee of the board of directors.
Very truly yours,
/s/ KPMG Accountants N.V.
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Document classification: KPMG Confidential
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KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee.
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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
October 23, 2026
Date of Report (Date of earliest event reported)
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TERRA INNOVATUM GLOBAL N.V.
|
|
(Exact Name of Registrant as Specified in its Charter)
|
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The Netherlands
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001-42901
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N/A
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer 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 4.01 |
Changes in Registrant’s Certifying Accountant.
|
Engagement of New Independent Registered Public Accounting Firm
On October 23, 2026, Terra Innovatum Global N.V. (the “Company”) formally engaged MaloneBailey, LLP (“MaloneBailey”) as its independent registered public accounting firm for the fiscal year ending December 31, 2026. MaloneBailey
previously served as the Company’s independent registered public accounting firm from April 29, 2025 to January 15, 2026.
During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through October 23, 2026, neither the Company nor anyone acting on its behalf consulted with MaloneBailey regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the
Company that MaloneBailey concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K), in each case other than in connection with MaloneBailey’s prior engagement as the independent registered
public accounting firm of the Company from April 29, 2025 to January 15, 2026, or as the independent auditor of Terra Innovatum S.R.L. and Xit Corp. (formerly GSR III Acquisition Corp.), each a wholly-owned subsidiary of the Company, as
previously reported.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibits
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|
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Dated: October 27, 2026
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TERRA INNOVATUM GLOBAL N.V.
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By:
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/s/ Alessandro Petruzzi
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Name:
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Alessandro Petruzzi
|
|
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Title:
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Chief Executive Officer
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