NKLR Terra Innovatum Global N.V. - 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

On May 19, 2026, Terra Innovatum Global N.V. (the “Company”)
received an expected deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result
of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) and
as a result of remaining delinquent in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form
10-K”), as required for continued listing on The Nasdaq Global Select Market.

The Notice has no immediate effect on the listing or trading of the
Company's common stock on Nasdaq Global Select Market. In accordance with Nasdaq’s listing rules, the Company has until June 15,
2026, to submit a plan to regain compliance with respect to the filing requirements. If the Company submits a plan to Nasdaq and Nasdaq
accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the filing of the 2025 Form 10-K (as extended
pursuant to Rule 12b-25 under the Securities Act of 1933, as amended (the “Securities Act”)), or until October 12, 2026, to
regain compliance.

The Company intends to regain compliance with Nasdaq’s listing
rules as soon as practicable.

1