[NT 10-K] Terra Innovatum Global N.V. SEC Filing

Rhea-AI Filing Summary

Terra Innovatum Global N.V. notified the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it needs additional time to complete and audit the financial statements. The company says a business combination that closed on October 9, 2025 will cause significant changes to 2025 results but those changes cannot yet be quantified. The notification is signed by Alessandro Petruzzi, Chief Executive Officer, dated March 30, 2026.

Insights

Accounting & Audit Specialist

Delay stems from pending audited financial statements tied to a recent business combination.

The company cites the need to complete audited financials and obtain the independent auditor's sign-off before filing the Form 10-K for the year ended December 31, 2025. That is a standard, acceptable basis for a Rule 12b-25 notification.

Key dependency is completion of the audit and management review; timing is not provided. Subsequent filings will disclose the quantified impact of the October 9, 2025 business combination.

Corporate Governance Analyst

Disclosure flags a material corporate event but provides limited quantitative detail.

The notice states the business combination closed on October 9, 2025 and anticipates significant changes to 2025 results, without quantification. This is a conservative disclosure that preserves compliance while audits and evaluations complete.

Watch for the eventual Form 10-K filing for audited financials and management's assessment of post-combination results.

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549	SEC File Number
		001-42901
	FORM 12b-25
		CUSIP Number
	NOTIFICATION OF LATE FILING	N85083108

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K   ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

	For Period Ended:	December 31, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Not Applicable

PART I — REGISTRANT INFORMATION

Terra Innovatum Global N.V.

Full Name of Registrant

Not Applicable

Former Name if Applicable

Via Matteo Trenta 117

Address of Principal Executive Office (Street and Number)

Lucca, Italy 55100

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Terra Innovatum Global N.V. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense because the Company requires additional time to complete the preparation of the audited financial statements and have those financial statements audited by the Company’s independent public accounting firm.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Alessandro Petruzzi		+39		0583 55797
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☒ Yes ☐ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. As a result of the Company’s business combination on that closed on October 9, 2025 and the related transactions, the Company anticipates significant changes in its results of operations for the year ended December 31, 2025, as will be reflected in the Form 10-K. However, until the audit is complete and the results are evaluated by the Company’s management and its independent registered public accounting firm, the Company cannot currently quantify these changes to its preliminary results of operations or financial condition for the year ended December 31, 2025.

TERRA INNOVATUM GLOBAL N.V.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:   March 30, 2026		By:	/s/ Alessandro Petruzzi
		Name:	Alessandro Petruzzi
		Title	Chief Executive Officer