false
0002067627
00-0000000
0002067627
2026-01-15
2026-01-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 15, 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 |
| (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 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On January 15, 2026, the Audit Committee of the Board of Directors
(the “Audit Committee”) of Terra Innovatum Global N.V. (the “Company”) dismissed MaloneBailey, LLP (“MaloneBailey”)
as the Company’s independent registered public accounting firm. MaloneBailey had served as the Company’s independent registered
public accounting firm since April 29, 2025. MaloneBailey had served as the independent auditor for Terra Innovatum S.R.L, an Italian
limited liability company, the Company’s wholly-owned subsidiary, since 2025. MaloneBailey had served as the independent auditor
for Xit Corp. (formerly GSR III Acquisition Corp.), a Cayman Islands exempted company, the Company’s wholly-owned subsidiary, since
2024.
MaloneBailey’s audit report on the Company’s financial
statements as of April 29, 2025 and for the period beginning April 29, 2025 (inception) and ended April 29, 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, except that
the report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.
During the period beginning April 29, 2025 (inception) and ended April
29, 2025 and the subsequent interim period through January 15, 2026: (1) there were no “disagreements” (as defined in Item
304(a)(1)(iv) of Regulation S-K) with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey
to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods
and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided MaloneBailey with a copy of this report prior
to its filing with the Securities and Exchange Commission (the “SEC”) and requested that MaloneBailey furnish the Company
with a letter addressed to the SEC stating whether MaloneBailey agrees with the statements made by the Company in this report and, if
not, stating the respects, if any, in which MaloneBailey does not agree with such statements. A copy of the letter from MaloneBailey is
filed as Exhibit 16.1 hereto.
(b) Engagement of new Independent Registered Public Accounting Firm
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.
During 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 of accounting principles to
a specified transaction, either completed or proposed, 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 KPMG 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 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).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 |
2
