| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | SEC File Number | |
| 001-42901 | ||
| FORM 12b-25 | ||
| CUSIP Number | ||
| NOTIFICATION OF LATE FILING | N85083108 |
| (Check one): | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| For Period Ended: | December 31, 2025 | |
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: | ||
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Not Applicable
PART I — REGISTRANT INFORMATION
| Terra Innovatum Global N.V. |
| Full Name of Registrant |
| Not Applicable |
| Former Name if Applicable |
| Via Matteo Trenta 117 |
| Address of Principal Executive Office (Street and Number) |
| Lucca, Italy 55100 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Terra Innovatum Global N.V. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense because the Company requires additional time to complete the preparation of the audited financial statements and have those financial statements audited by the Company’s independent public accounting firm.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Alessandro Petruzzi | +39 | 0583 55797 | |||
| (Name) | (Area Code) | (Telephone Number) | |||
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☒ Yes ☐ No
|
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| ☒ Yes ☐ No | |
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
As a result of the Company’s business combination on that closed on October 9, 2025 and the related transactions, the Company anticipates significant changes in its results of operations for the year ended December 31, 2025, as will be reflected in the Form 10-K. However, until the audit is complete and the results are evaluated by the Company’s management and its independent registered public accounting firm, the Company cannot currently quantify these changes to its preliminary results of operations or financial condition for the year ended December 31, 2025.
| |
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TERRA INNOVATUM GLOBAL N.V. | |||
| (Name of Registrant as Specified in Charter) | |||
| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. | |||
| Date: March 30, 2026 | By: | /s/ Alessandro Petruzzi | |
| Name: | Alessandro Petruzzi | ||
| Title | Chief Executive Officer | ||