Terra Innovatum (NKLR) replaces MaloneBailey with KPMG amid going-concern note

Rhea-AI Filing Summary

Terra Innovatum Global N.V. reports that its audit committee dismissed MaloneBailey, LLP as independent auditor and appointed KPMG Accountants N.V. on January 15, 2026.

MaloneBailey’s prior audit report on the company’s financial statements as of April 29, 2025 was unqualified but included an explanatory paragraph expressing substantial doubt about Terra Innovatum’s ability to continue as a going concern. The company states there were no disagreements or reportable events with MaloneBailey and has requested that MaloneBailey send the SEC a letter indicating whether it agrees with these disclosures, which is filed as an exhibit.

Positive

• None.

Negative

• Prior going-concern warning: MaloneBailey’s report on the April 29, 2025 financial statements included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.

Insights

Audit and Governance Analyst

Auditor change comes alongside a disclosed going-concern warning in prior reports.

Terra Innovatum Global N.V. replaced MaloneBailey, LLP with KPMG Accountants N.V. as its independent auditor effective January 15, 2026. Management notes that MaloneBailey’s earlier report on the April 29, 2025 financial statements was clean in terms of opinion, scope, and principles, aside from an explanatory paragraph about going concern.

The going-concern language signals that the prior auditor saw substantial doubt about the company’s ability to continue operating without significant changes or additional support. The company emphasizes there were no disagreements or reportable events with MaloneBailey and that it did not previously consult KPMG on accounting issues before the appointment.

Auditor transitions can affect investor perceptions, but here the filing frames the change as orderly, with authorization for MaloneBailey to respond fully to KPMG’s inquiries and a confirming letter from MaloneBailey included as an exhibit.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 15, 2026

Date of Report (Date of earliest event reported)

TERRA INNOVATUM GLOBAL N.V.

(Exact Name of Registrant as Specified in its Charter)

The Netherlands		001-42901		N/A
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

Via Matteo Trenta 117, Lucca, Italy		55100
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +39 0583 55797

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value of €0.01 per share		NKLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On January 15, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Terra Innovatum Global N.V. (the “Company”) dismissed MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm. MaloneBailey had served as the Company’s independent registered public accounting firm since April 29, 2025. MaloneBailey had served as the independent auditor for Terra Innovatum S.R.L, an Italian limited liability company, the Company’s wholly-owned subsidiary, since 2025. MaloneBailey had served as the independent auditor for Xit Corp. (formerly GSR III Acquisition Corp.), a Cayman Islands exempted company, the Company’s wholly-owned subsidiary, since 2024.

MaloneBailey’s audit report on the Company’s financial statements as of April 29, 2025 and for the period beginning April 29, 2025 (inception) and ended April 29, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

During the period beginning April 29, 2025 (inception) and ended April 29, 2025 and the subsequent interim period through January 15, 2026: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided MaloneBailey with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that MaloneBailey furnish the Company with a letter addressed to the SEC stating whether MaloneBailey agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which MaloneBailey does not agree with such statements. A copy of the letter from MaloneBailey is filed as Exhibit 16.1 hereto.

(b) Engagement of new Independent Registered Public Accounting Firm

On January 15, 2026, the Audit Committee appointed KPMG Accountants N.V. (“KPMG”) as its new independent registered public accounting firm. The Company has authorized MaloneBailey to respond fully to the inquiries of the successor independent registered public accounting firm.

During the two most recent fiscal years and the subsequent interim period through January 15, 2026, the Company did not consult with KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting 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 S-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 Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit No.		Description
16.1		Letter from MaloneBailey, LLP
104		Cover Page Interactive Data File (formatted as Inline XBRL)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 21, 2026
	TERRA INNOVATUM GLOBAL N.V.
	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

2

FAQ

What auditor change did Terra Innovatum Global N.V. (NKLR) disclose?

The company’s audit committee dismissed MaloneBailey, LLP as its independent registered public accounting firm and appointed KPMG Accountants N.V. as the new auditor on January 15, 2026.

Did MaloneBailey’s prior audit report for Terra Innovatum Global (NKLR) contain a going-concern warning?

Yes. MaloneBailey’s report on the financial statements as of April 29, 2025 included an explanatory paragraph expressing substantial doubt about Terra Innovatum’s ability to continue as a going concern.

Were there any reported disagreements between Terra Innovatum Global (NKLR) and MaloneBailey?

The company states that during the period from April 29, 2025 through January 15, 2026 there were no disagreements or reportable events with MaloneBailey as defined under Regulation S-K.

Did Terra Innovatum Global (NKLR) consult KPMG before appointing it as auditor?

The filing states that during the two most recent fiscal years and through January 15, 2026, Terra Innovatum did not consult KPMG Accountants N.V. on the application of accounting principles, potential audit opinions, or any disagreement or reportable event.

What document from MaloneBailey is included with Terra Innovatum Global’s 8-K?

The company includes as an exhibit a letter from MaloneBailey, LLP addressed to the SEC, stating whether MaloneBailey agrees with Terra Innovatum’s description of the auditor change.

What type of filing did Terra Innovatum Global (NKLR) use to report the auditor change?

The company reported the dismissal of MaloneBailey and appointment of KPMG in a Form 8-K under the item covering changes in the registrant’s certifying accountant.