Terra Innovatum Global NV 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No.001-42901 TERRA INNOVATUM GLOBAL N.V. (Exact name of registrant as specified in its charter) +39 0583 55797(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025 (the last business day of our most recently completed second fiscal quarter), based upon the last reported trade onthat date, the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, alloutstanding and issued ordinary shares minus shares held by the officers, directors and known holders of 10% or more of theCompany’s ordinary shares) was $0. As of March 31, 2026, there were a total of 110,500,908 ordinary shares of the registrant issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Terra Innovatum Global N.V.Annual Report on Form 10-KYear Ended December 31, 2025 TABLE OF CONTENTSPART IItem 1.Business.1Item 1A.Risk Factors.12Item 1B.Unresolved Staff Comments.39Item 1C.Cybersecurity.39Item 2.Properties.39Item 3.Legal Proceedings.39Item 4.Mine Safety Disclosures.39PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.40Item 6.[Reserved]41Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.42Item 7A.Quantitative and Qualitative Disclosures About Market Risk.55Item 8.Financial Statements and Supplementary Data.55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.55Item 9A.Controls and Procedures.55Item 9B.Other Information.56Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.56PART IIIItem 10.Directors, Executive Officers and Corporate Governance.57Item 11.Executive Compensation.63Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.69Item 13.Certain Relationships and Related Transactions, and Director Independence.70Item 14.Principal Accountant Fees and Services.72PART IVItem 15.Exhibits and Financial Statement Schedules.74Item