NKLR discloses customer letter of intent via Regulation FD 8-K

Rhea-AI Filing Summary

Terra Innovatum Global N.V. (NKLR) filed a Form 8-K to announce that, on November 20, 2025, it issued a press release about signing a letter of intent with a customer. The filing treats this as a Regulation FD disclosure and furnishes the press release as Exhibit 99.1 rather than filing it, meaning it is not automatically incorporated into other securities law filings. The company also includes standard forward-looking statement language, emphasizing that expectations about future operating results, strategy, and growth are subject to significant risks and uncertainties described in its periodic SEC reports.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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

November 20, 2025

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 7.01 Regulation FD Disclosure.

On November 20, 2025, the Company issued a press release regarding the execution of a letter of intent with a customer. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to Item 7.01 and Exhibit 99.1 hereof shall not be deemed “filed” for purposes of Section 18 of Exchange Act, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

Forward-Looking Statements.

Certain statements in this Current Report on Form 8-K are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity.

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
99.1		Press Release Dated November 20, 2025
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: November 20, 2025
	TERRA INNOVATUM GLOBAL N.V.
	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

2

FAQ

What did Terra Innovatum Global N.V. (NKLR) announce in this Form 8-K?

The company announced that on November 20, 2025 it issued a press release about executing a letter of intent with a customer, furnished as Exhibit 99.1.

Which Item of Form 8-K does Terra Innovatum Global (NKLR) use for this disclosure?

Terra Innovatum Global uses Item 7.01, Regulation FD Disclosure, indicating the information is provided for fair disclosure rather than as a material, filed event.

Is the Terra Innovatum (NKLR) press release in this 8-K considered filed with the SEC?

No. The press release in Exhibit 99.1 is furnished, not filed, and is not deemed incorporated into other Securities Act or Exchange Act filings unless specifically referenced.

Does this Terra Innovatum (NKLR) 8-K include financial results or earnings data?

No. The Form 8-K focuses on the letter of intent with a customer and includes only general forward-looking statement language, without financial or earnings figures.

What forward-looking statement cautions does Terra Innovatum (NKLR) provide?

The company notes that statements about future results, strategy, market opportunities, and growth are forward-looking and subject to risks detailed in its Form 10-K, Form 10-Q, and other SEC reports.

Where can investors find the detailed terms of Terra Innovatum's customer letter of intent?

The detailed terms, if provided, would be in the press release dated November 20, 2025 that is attached as Exhibit 99.1 to this Form 8-K.