NKLR · Terra Innovatum Global N.V. Ordinary shares

This is a HIGH materiality event because failure to regain compliance with Nasdaq’s continued listing requirements poses a direct risk to the Company’s exchange listing status, which affects liquidity, investor access, and eligibility for institutional investment mandates. The deficiency stems solely from the untimely filing of the 2025 Form 10-K — a foundational disclosure document — indicating potential operational, financial reporting, or internal control challenges. While Nasdaq’s process provides a structured remediation path (60-day plan submission window followed by up to 180 days to complete the filing), the timeline is rigid: the extended compliance deadline is fixed at October 12, 2026, with no further automatic extensions. The absence of any disclosed reason for the delay — such as auditor issues, restatement needs, or governance disruptions — limits visibility into root causes, increasing uncertainty for investors. Continued non-compliance beyond the extended deadline would likely initiate delisting proceedings, potentially forcing a transfer to the OTC Markets or suspension of trading, both of which carry significant reputational and valuation consequences. Investors should monitor the Company’s next filing for the submitted compliance plan and any accompanying disclosures regarding the cause of the delay and expected timing of the 10-K.