{"url_path":"/sec/nklr/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL","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":862,"has_tables":true,"body_markdown":"** **\n\n**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL\nOWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**\n\n \n\n**Security Ownership of Certain Beneficial Owners and Management**\n\n \n\nThe following table sets forth information as of December 31, 2025\nregarding the beneficial ownership of ordinary shares by:\n\n \n\n \n●\neach person known by us to be the beneficial owner of more than 5%\nof the outstanding shares of any class of our voting securities;\n\n \n \n \n\n \n●\neach of our current named executive officers and directors; and\n\n \n \n \n\n \n●\nall current executive officers and directors of Terra Innovatum as a\ngroup.\n\n \n\nPercentage of beneficial ownership of ordinary shares is based on 110,500,908\nordinary shares outstanding as of December 31, 2025.\n\n \n\nBeneficial ownership is determined in accordance with the rules of\nthe SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities.\nIn computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person\nhas the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of\nany other security. However, these shares are not included in the computation of the percentage ownership of any other person. Unless\notherwise noted, the address of each shareholder listed below is Via Matteo Trenta 117 Lucca, Italy 55100.\n\n \n\nUnless otherwise indicated, we believe that all persons named in the\ntable have sole voting and investment power with respect to all of shares beneficially owned by them.\n\n \n\nName of Beneficial Owner\n \nShares\nOwned\n \n \nPercentage\nOwnership\n \n\nDirectors and Named Executive Officers\n \n \n-\n \n \n \n-\n \n\nAlessandro Petruzzi(1)\n \n \n-\n \n \n \n-\n \n\nCesare Frepoli(2)\n \n \n23,800,000\n \n \n \n21.5\n%\n\nMarco Cherubini(1)\n \n \n-\n \n \n \n-\n \n\nMassimo Morichi(3)\n \n \n7,875,000\n \n \n \n7.1\n%\n\nRex S. Jackson\n \n \n-\n \n \n \n-\n \n\nKatherine Williams\n \n \n-\n \n \n \n-\n \n\nMichael Howard\n \n \n-\n \n \n \n-\n \n\nPeter Hastings\n \n \n-\n \n \n \n-\n \n\nAll Directors and Executive Officers as a Group (8 Persons)\n \n \n32,112,500\n \n \n \n29.1\n%\n\n5% or Greater Shareholders\n \n \n-\n \n \n \n-\n \n\nNINENG S.R.L.(1)\n \n \n47,600,000\n \n \n \n43.1\n%\n\nGiordano Morichi(4)\n \n \n7,000,000\n \n \n \n6.3\n%\n\n **  **\n\n(1)\nIncludes 25,840,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 4,352 Terra preferred shares, which are mandatorily convertible into up to 43,520,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 21,760,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025. NINENG S.R.L., is the record holder of the Terra Shares reported herein. Alessandro Petruzzi and Marco Cherubini are the sole members and managers of NINENG S.R.L., and share voting and dispositive power over the Terra Shares.\n\n \n \n\n(2)\nIncludes 12,920,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 2,176 Terra preferred shares, which are mandatorily convertible into up to 21,760,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 10,880,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025.\n\n \n \n\n(3)\nIncludes 4,275,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 720 Terra preferred shares, which are mandatorily convertible into up to 7,200,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 3,600,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025.\n\n \n \n\n(4)\nIncludes 3,800,000 ordinary shares issued at the Closing of the Business Combination. In addition, the holder was issued 640 Terra preferred shares, which are mandatorily convertible into up to 6,400,000 ordinary shares in four equal tranches upon achievement of specified milestones. On October 16, 2025, milestones corresponding to two tranches were achieved and the related preferred shares automatically converted into an aggregate of 3,200,000 ordinary shares, which are included in the amount shown above. The remaining two tranches had not been achieved as of December 31, 2025 and were not acquirable within 60 days of December 31, 2025.\n\n** **\n\n** **\n\n69\n\n \n\n**Securities Authorized for Issuance Under Equity\nCompensation Plans**\n\n \n\nThe following table sets forth certain information\nabout the securities authorized for issuance under our incentive plans as of December 31, 2025:\n\n \n\nPlan Category \nNumber of securities to be issued upon exercise of outstanding options, warrants and rights  \nWeighted-average exercise price of outstanding options, warrants and rights  \nNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) \n\nEquity compensation plans approved by shareholders \n 0  \n      -  \n 7,030,094 \n\nEquity compensation plans not approved by shareholders \n 0  \n -  \n 0 \n\nTotal \n 0"}