{"url_path":"/sec/nklr/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 PRINCIPAL ACCOUNTING FEES AND SERVICES.**","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":841,"has_tables":true,"body_markdown":"**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.**\n\n \n\n**Change in Independent Registered Public Accountants**\n\n** **\n\nOn January 15, 2026,\nthe Audit Committee of the Board of Directors (the **“Audit Committee”**) of the Company dismissed MaloneBailey, LLP (**“MaloneBailey”**)\nas the Company’s independent registered public accounting firm. MaloneBailey had served as the Company’s independent registered\npublic accounting firm since April 29, 2025. MaloneBailey had served as the independent auditor for Terra Innovatum S.R.L, an Italian\nlimited liability company, the Company’s wholly-owned Subsidiary, since 2025. MaloneBailey had served as the independent auditor\nfor Xit Corp. (formerly GSR III Acquisition Corp.), a Cayman Islands exempted company, the Company’s wholly-owned Subsidiary, since\n2024.\n\n \n\nMaloneBailey’s audit report on the Company’s\nfinancial statements as of April 29, 2025 and for the period beginning April 29, 2025 (inception) and ended April 29, 2025 did not contain\nan adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles,\nexcept that the report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as\na going concern.\n\n \n\nDuring the period beginning April 29, 2025 (inception)\nand ended April 29, 2025 and the subsequent interim period through January 15, 2026: (1) there were no “disagreements” (as\ndefined in Item 304(a)(1)(iv) of Regulation S-K) with MaloneBailey on any matter of accounting principles or practices, financial statement\ndisclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused\nMaloneBailey to make reference to the subject matter of such disagreements in connection with its reports on the financial statements\nfor such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for\nthe material weaknesses related to the Company’s internal controls over financial reporting as described elsewhere in this Annual\nReport.\n\n \n\nWe previously reported the change in accounting\nfirms on a Current Report on Form 8-K filed with the SEC on January 21, 2026. We provided MaloneBailey with a copy of the above\ndisclosures and requested that MaloneBailey furnish a letter addressed to the SEC stating whether or not it agrees with the foregoing\nstatements. A copy of MaloneBailey’s letter dated January 21, 2026 was filed as Exhibit 16.1 to our Current Report on Form 8-K filed\non January 21, 2026.\n\n \n\nOn January 15, 2026,\nthe Audit Committee appointed KPMG Accountants N.V. (**“KPMG”**) as its new independent registered public accounting firm.\nThe Company has authorized MaloneBailey to respond fully to the inquiries of the successor independent registered public accounting firm.\n\n \n\nDuring the two most\nrecent fiscal years and the subsequent interim period through January 15, 2026, the Company did not consult with KPMG with respect to\n(i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that\nmight be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company\nthat KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial\nreporting issue, or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation\nS-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of\nRegulation S-K).\n\n** **\n\n72\n\n \n\n**Audit Committee Pre-Approval Policy**\n\n \n\nThe Audit Committee has established a pre-approval\npolicy and procedures for audit, audit-related and tax services that can be performed by the independent auditors without specific authorization\nfrom the Audit Committee subject to certain restrictions. The policy sets out the specific services pre-approved by the Audit Committee\nand the applicable limitations, while ensuring the independence of the independent auditors to audit our financial statements is not\nimpaired. The pre-approval policy does not include a delegation to management of the Audit Committee’s responsibilities under the\nExchange Act. During the year ended December 31, 2025, the Audit Committee pre-approved all audit and permissible non-audit services\nprovided by our independent auditors.\n\n \n\n**Service Fees Paid to the Independent Registered\nPublic Accounting Firm**\n\n \n\nThe following tables\nsummarize approximate aggregate fees billed to us by our former and current independent registered public accounting firms for the period\nfrom January 1, 2024 through December 31, 2025:\n\n \n\n  \nFor the year ended December 31, 2024  \nFor the year ended December 31, 2025 \n\nAudit Fees (1) \n$75,000  \n$1,394,008 \n\nAudit-Related Fees \n -  \n - \n\nTax Fees (2) \n -  \n - \n\nAll Other Fees (3) \n -  \n 77,250 \n\nTotal \n$75,000  \n$1,471,258 \n\n \n\n(1)\n“Audit Fees” are fees incurred for professional services for the audit and quarterly reviews of our financial statements. Audit Fees for the 2024 and 2025 fiscal years consist of $75,000 and $232,350 incurred by MaloneBailey LLP, respectively, and $0 and $1,161,658 incurred by KPMG, respectively.\n\n \n\n(2)“Tax Fees” are fees primarily for tax compliance in connection with filing US income tax returns.\n\n \n\n(3)“All other fees” related to the reviews of Registration\nStatements on Form S-1 and S-4. These fees were solely incurred by MaloneBailey LLP.\n\n \n\n73\n\n \n\n**PART IV**"}