Terra Innovatum Global N.V. received an amended Schedule 13G/A from the Harraden Circle investment group reporting a much smaller passive stake in its Class A common stock. As of December 31, 2025, the Reporting Persons together beneficially owned 167,311 shares, representing 0.24% of the class, all with shared voting and dispositive power.
The filing explains that Harraden Circle Investors, Special Opportunities, Strategic Investments, and Concentrated funds directly hold the shares, while related general partners and investment adviser, along with Frederick V. Fortmiller Jr., are deemed indirect beneficial owners. The accompanying explanatory note states this amendment is an exit filing, as the group has ceased to be beneficial owners of more than five percent of Terra Innovatum’s outstanding Class A shares.
The certification also states that the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Terra Innovatum, indicating a passive investment posture.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Terra Innovatum Global N.V.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
N85083108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Harraden Circle Investments, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
167,311.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
167,311.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
167,311.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.24 %
12
Type of Reporting Person (See Instructions)
OO, HC, IA
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Harraden Circle Investors GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
167,311.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
167,311.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
167,311.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.24 %
12
Type of Reporting Person (See Instructions)
PN, HC
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Harraden Circle Investors GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
167,311.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
167,311.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
167,311.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.24 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Harraden Circle Investors, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
40,155.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
40,155.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,155.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.06 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Harraden Circle Special Opportunities, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
108,752.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
108,752.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
108,752.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.15 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Harraden Circle Strategic Investments, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Harraden Circle Concentrated, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,404.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,404.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,404.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.03 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
N85083108
1
Names of Reporting Persons
Frederick V. Fortmiller, Jr.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
167,311.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
167,311.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
167,311.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.24 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Terra Innovatum Global N.V.
(b)
Address of issuer's principal executive offices:
Via Matteo Trenta 117, Lucca, Italy 55100
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of the following persons (collectively, the "Reporting Persons"):
i) Harraden Circle Investments, LLC ("Harraden Adviser");
ii) Harraden Circle Investors GP, LP ("Harraden GP");
iii) Harraden Circle Investors GP, LLC ("Harraden LLC");
iv) Harraden Circle Investors, LP ("Harraden Fund");
v) Harraden Circle Special Opportunities, LP ("Harraden Special Op Fund");
vi) Harraden Circle Strategic Investments, LP ("Harraden Strategic Fund");
vii) Harraden Circle Concentrated, LP ("Harraden Concentrated Fund"); and
viii) Frederick V. Fortmiller, Jr. ("Mr. Fortmiller")
This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund. Harraden GP is the general partner to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund.
(b)
Address or principal business office or, if none, residence:
885 Third Avenue, Suite 2600B, New York, NY 10022
(c)
Citizenship:
Each of Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
N85083108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
167,311
(b)
Percent of class:
0.24 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
167,311
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
167,311
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Harraden Circle Investments, LLC
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member
Date:
02/13/2026
Harraden Circle Investors GP, LP
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member; Harraden Circle Investors GP, LLC, general partner
Date:
02/13/2026
Harraden Circle Investors GP, LLC
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member
Date:
02/13/2026
Harraden Circle Investors, LP
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member; Harraden Circle Investors GP, LLC, general partner; Harraden Circle Investors GP, LP, general partner
Date:
02/13/2026
Harraden Circle Special Opportunities, LP
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member; Harraden Circle Investors GP, LLC, general partner; Harraden Circle Investors GP, LP, general partner
Date:
02/13/2026
Harraden Circle Strategic Investments, LP
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member; Harraden Circle Investors GP, LLC, general partner; Harraden Circle Investors GP, LP, general partner
Date:
02/13/2026
Harraden Circle Concentrated, LP
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member; Harraden Circle Investors GP, LLC, general partner; Harraden Circle Investors GP, LP, general partner
Date:
02/13/2026
Frederick V. Fortmiller, Jr.
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr.
Date:
02/13/2026
Comments accompanying signature: Explanatory Note: This Amendment is being filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of Class A common stock of the "Issuer". This Amendment constitutes an exit filing for the Reporting Persons. This issuer was formerly GSR III Acquisition Corp., formerly CUSIP G4R103107.
What stake does the Harraden Circle group report in Terra Innovatum Global N.V. (NKLR)?
The Harraden Circle group reports beneficial ownership of 167,311 Terra Innovatum Class A shares, equal to 0.24% of the class. All voting and dispositive power over these shares is shared among the reporting entities and Frederick V. Fortmiller Jr.
Why did Harraden Circle file this Schedule 13G/A amendment for Terra Innovatum Global N.V. (NKLR)?
The amendment is filed because the Harraden Circle Reporting Persons have fallen below five percent ownership of Terra Innovatum’s Class A common stock. The explanatory note describes this Schedule 13G/A as an exit filing reflecting their reduced ownership level.
Who are the reporting persons in the Terra Innovatum Global N.V. (NKLR) Schedule 13G/A?
The reporting persons are several Harraden Circle entities and Frederick V. Fortmiller Jr. They include Harraden Circle Investments LLC, related general partners and funds, and Mr. Fortmiller, who serves as managing member and may be deemed an indirect beneficial owner of the reported shares.
How are the 167,311 Terra Innovatum (NKLR) shares held among the Harraden funds?
Shares are directly owned by Harraden Circle Investors, Special Opportunities, Strategic Investments, and Concentrated funds. For example, Harraden Circle Investors LP holds 40,155 shares and Harraden Circle Special Opportunities LP holds 108,752 shares, with related entities and Mr. Fortmiller deemed indirect beneficial owners.
Does the Harraden Circle group seek to influence control of Terra Innovatum Global N.V. (NKLR)?
The certification states the securities were not acquired and are not held to change or influence control of Terra Innovatum. The filing characterizes the position as passive, consistent with a Schedule 13G rather than an activist Schedule 13D.
What is the significance of the five percent threshold mentioned in the Terra Innovatum (NKLR) filing?
Item 5 notes ownership of five percent or less of the class. The explanatory comment clarifies the group has ceased to be beneficial owners of more than five percent, so this amendment serves as an exit filing from large beneficial owner status.
