{"url_path":"/sec/nklr/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","accession_number":"0001213900-26-068933","cik":"0002067627","ticker":"NKLR","issuer_name":"Terra Innovatum Global N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2067627/0001213900-26-068933-index.html","primary_entity_key":"0002067627","primary_entity_name":"Terra Innovatum Global N.V."},"word_count":696,"has_tables":true,"body_markdown":"**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**FORM 10-K**\n\n \n\n(Mark One)\n\n☒  \nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the fiscal year ended: December 31, 2025\n\n \n\n☐  \nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the transition period from ____________ to\n_____________\n\n \n\nCommission File No. 001-42901\n\n \n\n**TERRA INNOVATUM GLOBAL N.V.**\n\n(Exact name of registrant as specified in its charter)\n\n \n\n**The Netherlands**   **N/A**\n\n(State or other jurisdiction of\nincorporation or organization)   (I.R.S. Employer\nIdentification No.)\n\n \n\n**Via Matteo Trenta 117, Lucca, Italy 55100**   **55100 LU**\n\n(Address of principal executive offices)   (Zip Code)\n\n \n\n**+39 0583 55797**\n\n(Registrant’s telephone number, including area code)\n\n \n\nSecurities registered pursuant to Section 12(b)\nof the Act:\n\n \n\n**Title of each class**   **Trading Symbol(s)**   **Name of each exchange on which registered**\n\nOrdinary Shares, par value of €0.01 per share   NKLR   The Nasdaq Stock Market LLC\n\n \n\nSecurities registered pursuant to Section 12(g)\nof the Act: None.\n\n \n\nIndicate by check mark if the registrant is a\nwell-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  \nNo ☒\n\n \n\nIndicate by check mark if the registrant is not\nrequired to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  \nNo ☒\n\n \n\nIndicate by check mark whether the registrant\n(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12\nmonths (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements\nfor the past 90 days.  Yes ☒   No ☐\n\n \n\nIndicate by check mark whether the registrant\nhas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding\n12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒    \nNo ☐\n\n \n\nIndicate by check mark whether the registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.\nSee the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”\nand “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer ☐ Accelerated filer ☐\n\nNon-accelerated filer ☒ Smaller reporting company ☒\n\n    Emerging growth company ☒\n\n \n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate by check mark whether the registrant\nhas filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial\nreporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.\n☐\n\n \n\nIf securities are registered pursuant to Section\n12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction\nof an error to previously issued financial statements.   ☐\n\n \n\nIndicate by check mark whether any of those error\ncorrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s\nexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).   ☐\n\n \n\nIndicate by check mark whether registrant is\na shell company (as defined in Rule 12b-2 of the Act). Yes ☐  \nNo ☒\n\n \n\nAs of June 30, 2025 (the last business day of\nour most recently completed second fiscal quarter), based upon the last reported trade on that date, the aggregate market value of the\nvoting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued ordinary shares minus shares\nheld by the officers, directors and known holders of 10% or more of the Company’s ordinary shares) was $0.\n\n \n\nAs of March 31, 2026, there were a total of 110,500,908\nordinary shares of the registrant issued and outstanding.\n\n \n\n**DOCUMENTS INCORPORATED BY REFERENCE**\n\nNone.\n\n \n\n \n\n \n\n \n\n** **\n\n**Terra Innovatum Global N.V.**\n\n **Annual Report on Form 10-K**\n\n**Year Ended December 31, 2025**\n\n \n\n**TABLE OF CONTENTS**\n\n** **\n\n[PART I](#a_001)"}