{"url_path":"/sec/nklr/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A CONTROLS AND PROCEDURES.**","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":1260,"has_tables":true,"body_markdown":"**ITEM 9A. CONTROLS AND PROCEDURES.**\n\n \n\n**(a) Evaluation of Disclosure Controls and\nProcedures**\n\n \n\nWe conducted an evaluation, under the supervision\nand with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures.\nThe term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange\nAct of 1934, as amended (**“Exchange Act”**), means controls and other procedures of a company that are designed to ensure\nthat information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed,\nsummarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure\ncontrols and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed\nby a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management,\nincluding its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow\ntimely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded\nthat, as of December 31, 2025, our disclosure controls and procedures were not effective because of certain material weaknesses in our\ninternal control over financial reporting, as further described below.\n\n \n\n**(b) Management’s Report on Internal\nControl Over Financial Reporting**\n\n \n\nOur management is responsible for establishing\nand maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange\nAct of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive\nOfficer and Chief Financial Officer, or persons performing similar functions, and effected by our Board of Directors, management and\nother personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements\nfor external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). Our internal\ncontrol over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable\ndetail, accurately and fairly reflect the transactions and disposition of the assets of our company; (ii) provide reasonable assurance\nthat transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and\nexpenditures of our company are being made only in accordance with authorization of management and directors of our company; and (iii)\nprovide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets\nthat could have a material effect on the financial statements.\n\n \n\nManagement assessed the effectiveness of our internal control over\nfinancial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring\nOrganizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework (or **“COSO Framework”**). Based\non its evaluation, management has concluded that we did not maintain effective internal control over financial reporting as of December\n31, 2025 due to the existence of four material weaknesses, described further below. A material weakness, as defined under standards established\nby the Public Company Accounting Oversight Board’s Auditing Standard No. 2, is a control deficiency, or a combination of control\ndeficiencies, that results in more than a remote likelihood that material misstatement of annual or interim financial statements would\nnot be prevented or detected. We describe the material weaknesses in the following section.\n\n \n\nPursuant to Regulation S-K Item 308(b), this\nAnnual Report on Form 10-K does not include an attestation report of our company’s registered public accounting firm regarding\ninternal control over financial reporting.\n\n \n\n55\n\n \n\n**(c) Material Weakness in Internal Controls\nOver Financial Reporting**\n\n \n\nWe did not maintain effective\ninternal controls over financial reporting, based on the criteria established in the COSO Framework, which resulted in deficiencies in\nprinciples associated with the control environment and its ongoing evaluation by management. These control\ndeficiencies constituted material weaknesses, either individually or in the aggregate, relating to:\n\n \n\n●The lack of sufficient Sarbanes-Oxley control environment, including: (i) insufficient structured reporting to our Board of\nDirectors and Audit Committee on the design and operating effectiveness of internal controls over financial reporting; (ii) the\norganization has not attracted, developed, or retained personnel with the competence required to design and execute SOX-compliant\ncontrols, including the competence to scope, review and challenge the work of the external accounting valuation and tax specialists\non which it relies; (iii) organizational structures, reporting lines and authorities for the financial reporting function have not\nbeen formally defined, which is the structural driver of the segregation of duties condition; and (iv) no individual has been\nformally designated as accountable for our Sarbanes-Oxley compliance program.\n\n   \n\n●Following completion of our de-SPAC transaction we did not perform\na formal assessment of the impact of this change on our internal control environment. As a result: (i) financial reporting objectives\nhave not been defined in the context of public company obligations; (ii) risks to achieving those objectives have not been formally identified\nor assessed; (iii) no fraud risk assessment has been performed,; (iv) accountability for the risk-assessment process has not been assigned;\nand (v) no evaluation was performed to assess the delta between our existing control environment and the requirements of a SEC registrant.\n\n   \n\n●\nOur failure to uplift our internal controls following our de-SPAC transaction. Specifically: (i) key controls lack documented evidence of review sufficient for audit purposes; (ii) data used in controls has not been validated for completeness and accuracy; (iii) third-party data is relied upon without evaluation of service organization controls or mapping of complementary user entity controls, and reliance on external specialists engaged for complex accounting, valuation and tax matters is not subject to structured internal review and challenge; (iv) no formal SOX policies or procedures have been documented; and (v) IT General Controls have not been scoped or evaluated.\n\n \n \n \n\n●We do not have a monitoring program to assess whether internal controls\nover financial reporting are present and operating effectively on an ongoing basis.\n\n \n\nThe material weakness resulted in errors, which were identified and corrected during the audit. These material weaknesses created a reasonable\npossibility that a material misstatement of our annual or interim financial statements would not have been prevented or detected on a\ntimely basis as of December 31, 2025.\n\n \n\nManagement has developed a plan to remediate the\nidentified material weaknesses, and we expect to begin implementing these remediation efforts in 2026 and to include the following measures:\n\n \n\n●designating\na Sarbanes-Oxley compliance program owner;\n\n   \n\n●engaging\nexternal Sarbanes-Oxley advisors to provide training and advisory support;\n\n   \n\n●evaluating\nthe need for additional qualified finance headcount;\n\n   \n\n●establishing\naudit committee reporting on internal control status;\n\n   \n\n●performing\na formal de-SPAC transition impact assessment on internal controls, including documenting\nthe gap between current-state controls and SOX requirements as the baseline for the remediation\nroadmap;\n\n   \n\n●performing\na formal fraud risk assessment over financial reporting and reporting the results to the\nAudit Committee;\n\n   \n\n●developing\nSOX policies and procedures and control templates;\n\n   \n\n●implementing\ndata validation protocols for all control inputs;\n\n   \n\n●obtaining\nand reviewing SOC-1 reports for key third-party vendors and completing CUEC mapping; and\n\n   \n\n●scoping\nand commencing an IT general controls assessment with support from an IT audit specialist.\n\n  \n\n**(c)\nChanges in Internal Control over Financial Reporting**\n\n \n\nExcept for the identification of the material\nweaknesses above, there were no changes during the quarter ended December 31, 2025, in our internal control over financial reporting\nthat materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}