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.
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(Exact Name of Registrant as Specified in its Charter)
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001-42901
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N/A
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Via Matteo Trenta 117, Lucca, Italy
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55100
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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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.
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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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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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