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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
November 20, 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 |
| (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 7.01 Regulation FD Disclosure.
On November 20, 2025, the
Company issued a press release regarding the execution of a letter of intent with a customer. A copy of the press release is furnished
hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to Item 7.01 and Exhibit 99.1 hereof
shall not be deemed “filed” for purposes of Section 18 of Exchange Act, nor shall it be deemed incorporated by reference in
any filing of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing. This Report will not be deemed an admission as to the materiality of any information of the information contained in this
Item 7.01, including Exhibit 99.1.
Forward-Looking Statements.
Certain statements in this
Current Report on Form 8-K are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company’s possible or
assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry
environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,”
“will,” “should,” “design,” “target,” “aim,” “hope,” “expect,”
“could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,”
“continue,” “predict,” “project,” “potential,” “goal,” or other words that
convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company’s future financial
performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels
of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements because they involve
known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could,
and likely will, affect actual results, levels of activity, performance or achievements. Some of the risks and uncertainties, although
not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its
forward-looking statements are set forth in the “Risk Factors” section in the Company’s Annual Report on Form 10-K,
its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties
and other important factors may be updated from time to time in the Company’s subsequent reports. Any forward-looking statement
reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions
relating to the Company’s operations, results of operations, growth strategy and liquidity.
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 |
| 99.1 |
|
Press Release Dated November 20, 2025 |
| 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: November 20, 2025 |
|
|
| |
|
|
| |
TERRA INNOVATUM GLOBAL N.V. |
| |
|
|
| |
By: |
/s/ Alessandro Petruzzi |
| |
Name: |
Alessandro Petruzzi |
| |
Title: |
Chief Executive Officer |
