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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 17, 2025
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.
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment
No. 2”) amends the Current Report on Form 8-K filed by Terra Innovatum Global N.V. (the “Registrant”) with the Securities
and Exchange Commission on December 17, 2025, as amended by Amendment No. 1 on Form 8-K/A filed with the SEC on January 7, 2026 (together,
the “Original Report”). This Form 8-K/A is being filed to correct certain typographical errors in the Original Filing. Specifically,
correcting the compensation for Cesare Frepoli for financial year 2026 from EUR 5000,000 in the Original Filing to EUR 500,000 and certain
typographical errors.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directorship Agreements
On December 17, 2025, the Remuneration Committee
of the Board of Directors of Terra Innovatum Global N.V. (the “Registrant”) approved Directorship Agreements (the “Agreements”)
to be entered into between the Registrant and each of Alessandro Petruzzi, Massimo Morichi and Cesare Frepoli (each a “Manager”
and collectively, the “Managers”).
The Agreements set out certain terms by which
the Managers are compensated as officers and executive directors of the Registrant. With the exception of the specific office being held
and the compensation, the Agreements are identical.
Office; Fixed Compensation. Mr.
Petruzzi serves as an executive director and chief executive officer for which he will receive fixed annual compensation for financial
year 2025 of EUR 500,000 to be received pro rata for months of actual service. For financial year 2026, Mr. Petruzzi will receive fixed
compensation of EUR 558,000 payable in 12 monthly payments. Mr. Morichi serves as an executive director and Chief Strategy Officer for
which he will receive fixed annual compensation for financial year 2025 of EUR 400,000 to be received pro rata for months of actual service.
For financial year 2026, Mr. Morichi will receive fixed compensation of EUR 450,000 payable in 12 monthly payments. Mr. Frepoli serves
as an executive director and Chief Operating Officer for which he will receive fixed annual compensation for financial year 2025 of EUR
450,000 to be received pro rata for months of actual service. For financial year 2026, Mr. Frepoli will receive fixed compensation of
EUR 500,000 payable in 12 monthly payments.
Bonus. Each of Mr. Petruzzi, Mr.
Morichi and Mr. Frepoli will be entitled to receive a bonus based upon the achievement of certain criteria to be set forth in a separate
agreement.
Term. Each of the Agreements provides
for a one-year term ending after the close of the annual general meeting of the Registrant to be held in 2026, subject to annual renewals
year to year. Notwithstanding the foregoing, in the event of the termination of service of the Manager as set forth in the Agreement,
the Agreement would also be terminated. The Agreements may also be terminated by mutual written consent of the Registrant and the Managers.
The Registrant may also terminate the Agreements for just cause of removal and the Manager may terminate the Agreement for just cause
of resignation as such terms are defined in the Agreements.
Change in Control. If the term of
office is terminated by the Registrant without a just cause of removal or by a Manager for a just cause of resignation, each in connection
with a change in control, the Manager would be entitled to a lump sum payment equal to 18 months of fixed compensation plus the target
bonus, calculated as if 100% of the target objectives have been achieved, together with a pro-rated bonus accrued for the months of actual
service performed during the year of termination, continued healthcare coverage for 18 months and certain outplacement benefits. Any awards
under any equity plan that are subject to a vesting schedule will either continue to vest or the vesting schedule will be accelerated
depending upon the terms of the underlying award agreements.
Intellectual Property. The Registrant
will be the exclusive owner of any intellectual property originated solely by the Manager or jointly with others while serving in the
office.
Non-Disparagement; Non-Solicitation.
Each of the Agreements contains customary non disparagement provisions as well as non solicitation restrictions for a period of 12 months
following termination.
The foregoing is only a brief summary of the terms
of the Agreements and is qualified in its entirety by reference to the Agreements which are filed as Exhibits 10.1, 10.2 and 10.3 respectively
and incorporated herein by reference.
Compensation at the Subsidiary Level
On December 22, 2025, the Remuneration Committee
of the Registrant approved certain payments to be made to certain officers of Terra Innovatum s.r.l., the wholly-owned subsidiary of the
Registrant. These payments were approved by the Registrant as the sole shareholder of the subsidiary. In recognition of the successful
business combination and listing of the Registrant’s ordinary shares on Nasdaq, the following bonus payments were approved:
| Name | |
Bonus Payment | |
| Mr. Alessandro Petruzzi | |
EUR | 130,374.00 | |
| Mr. Marco Cherubini | |
EUR | 116,832.00 | |
| Mr. Cesare Frepoli | |
EUR | 116,832.00 | |
| Mr. Massimo Morichi | |
EUR | 105,144.00 | |
| Mr. Guillaume Moyen | |
$ | 100,002.00 | |
| Morichi Atelier LLC (Giordano Morichi) | |
$ | 131,400.00 | |
In addition, it was also approved to pay certain
additional payments as follows:
| Name | |
Amount | |
| Mr. Alessandro Petruzzi | |
€ | 75,000 | |
| Mr. Marco Cherubini | |
€ | 75,000 | |
| Mr. Cesare Frepoli | |
€ | 47,700 | |
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 Directorship Agreement between Terra Innovatum Global N.V. and Alessandro Petruzzi |
| 10.2** |
|
Form of Directorship Agreement between Terra Innovatum Global N.V. and Massimo Morichi |
| 10.3** |
|
Form of Directorship Agreement between Terra Innovatum Global N.V. and Cesare Frepoli |
| 104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
| ** | Incorporated by reference to the Current Report on Form 8-K
dated December 17, 2025 and filed on December 23, 2025. |
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: May 22, 2026 |
|
|
| |
|
|
| |
TERRA INNOVATUM GLOBAL N.V. |
| |
|
|
| |
By: |
/s/ Alessandro Petruzzi |
| |
Name: |
Alessandro Petruzzi |
| |
Title: |
Chief Executive Officer |
