Overview
- TickerGTERA on Nasdaq1
- IndustryBlank Checks1
- HeadquartersMiami, Florida1
- Incorporated inCayman Islands3
- Business address382 Ne 191St Street, #952377, Miami, Fl 331793
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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We will use the following investment criteria to screen for and evaluate target businesses although we may pursue opportunities outside of this scope.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year (annual) or 5 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Formation and operating expenses | $502.9K |
| TOTAL EXPENSES | $502.9K |
| Income earned on investment held in trust | $3.4M |
| TOTAL OTHER INCOME | $3.4M |
| Net Income | $2.9M |
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2025-03-31 | 2024-12-31 |
|---|---|---|---|---|---|
| Formation and operating expenses | $0 | ||||
| TOTAL EXPENSES | $0 | ||||
| Income earned on investment held in trust | $0 | ||||
| TOTAL OTHER INCOME | $0 | ||||
| Net Income | $1.6M | $1.3M | $0 | $0 | $0 |
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 6 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2025-03-31 | 2024-12-31 |
|---|---|---|---|---|---|
| Cash | $551.1K | $0 | |||
| Prepaid expenses | $139.4K | $2.3K | |||
| Total Current Assets | $690.6K | $2.3K | |||
| Investment held in trust | $178.4M | $0 | |||
| Deferred offering costs | $0 | $575.3K | |||
| Total Assets | $179.1M | $577.7K | |||
| Accrued expenses | $54.6K | $0 | |||
| Accrued offering costs | $40.7K | $552.7K | |||
| Total Current Liabilities | $95.3K | $552.7K | |||
| Accrued offering costs | $1.1M | $0 | |||
| Total Liabilities | $1.2M | $552.7K | |||
| Class A ordinary shares, $0.0001 par value; 17,499,550 and 0 shares subject to possible redemption at $10.19 per share as of December 31, 2025 and $0 per share as of December 31, 2024 | $178.4M | $175.0M | $0 | ||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and December 31, 2024 | $0 | $0 | |||
| Additional paid-in capital | $0 | $24.4K | |||
| Accumulated deficit | -$520.1K | $0 | |||
| Total Shareholders Equity (Deficit) | -$519.4K | -$372.4K | $25.0K | $25.0K | $25.0K |
| Total Liabilities and Shareholders Equity (Deficit) | $179.1M | $577.7K | |||
| Temporary equity par value (in Dollars per share) | $0.00 | $0.00 | |||
| Shares subject to possible redemption (in Shares) | 17.5M shares | 0 shares | |||
| Redemption price (in Dollars per share) | $10.19 | $0.00 | |||
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |||
| Preference shares, shares issued (in Shares) | 0 shares | 0 shares | |||
| Preference shares, shares outstanding (in Shares) | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2025-03-31 | 2024-12-31 | 2024-10-31 |
|---|---|---|---|---|---|---|
| Cash | $551.1K | $0 | ||||
| Prepaid expenses | $139.4K | $2.3K | ||||
| Total Current Assets | $690.6K | $2.3K | ||||
| Investment held in trust | $178.4M | $0 | ||||
| Deferred offering costs | $0 | $575.3K | ||||
| Total Assets | $179.1M | $577.7K | ||||
| Accrued expenses | $54.6K | $0 | ||||
| Accrued offering costs | $40.7K | $552.7K | ||||
| Total Current Liabilities | $95.3K | $552.7K | ||||
| Accrued offering costs | $1.1M | $0 | ||||
| Total Liabilities | $1.2M | $552.7K | ||||
| Class A ordinary shares, $0.0001 par value; 17,499,550 and 0 shares subject to possible redemption at $10.19 per share as of December 31, 2025 and $0 per share as of December 31, 2024 | $178.4M | $175.0M | $0 | |||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and December 31, 2024 | $0 | $0 | ||||
| Additional paid-in capital | $0 | $24.4K | ||||
| Accumulated deficit | -$520.1K | $0 | ||||
| Total Shareholders Equity (Deficit) | -$519.4K | -$372.4K | $25.0K | $25.0K | $25.0K | $0 |
| Total Liabilities and Shareholders Equity (Deficit) | $179.1M | $577.7K | ||||
| Temporary equity par value (in Dollars per share) | $0.00 | $0.00 | ||||
| Shares subject to possible redemption (in Shares) | 17.5M shares | 0 shares | ||||
| Redemption price (in Dollars per share) | $10.19 | $0.00 | ||||
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | ||||
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares | ||||
| Preference shares, shares issued (in Shares) | 0 shares | 0 shares | ||||
| Preference shares, shares outstanding (in Shares) | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year (annual) or 5 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Net income | $2.9M |
| Interest earned on investment held in trust | -$3.4M |
| Prepaid expenses | -$137.1K |
| Accrued expenses | $202.9K |
| Net Cash Used in Operating Activities | -$437.1K |
| Proceeds from IPO deposited into trust | -$175.0M |
| Net Cash Used in Investing Activities | -$175.0M |
| Proceeds from issuance of Class A ordinary shares | $175.0M |
| Proceeds from related party note | $450.0K |
| Repayment of related party note | -$450.0K |
| Proceeds from private placement | $3.2M |
| Payment of offering costs | -$2.2M |
| Net Cash Provided by Financing Activities | $176.0M |
| Net change in cash | $551.1K |
| Accretion of Class A ordinary shares subject to possible redemption | $3.4M |
| Class B ordinary shares issued in exchange for vendor payment | $0 |
| Deferred offering costs included in accrued offering costs | $0 |
| Unpaid offering costs | $966.5K |
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2025-03-31 | 2024-12-31 |
|---|---|---|---|---|---|
| Net income | $1.6M | $1.3M | $0 | $0 | $0 |
| Interest earned on investment held in trust | $0 | ||||
| Prepaid expenses | $0 | ||||
| Accrued expenses | $0 | ||||
| Net Cash Used in Operating Activities | $0 | ||||
| Proceeds from IPO deposited into trust | $0 | ||||
| Net Cash Used in Investing Activities | $0 | ||||
| Proceeds from issuance of Class A ordinary shares | $0 | ||||
| Proceeds from related party note | $0 | ||||
| Repayment of related party note | $0 | ||||
| Proceeds from private placement | $0 | ||||
| Payment of offering costs | $0 | ||||
| Net Cash Provided by Financing Activities | $0 | ||||
| Net change in cash | $0 | ||||
| Accretion of Class A ordinary shares subject to possible redemption | $0 | ||||
| Class B ordinary shares issued in exchange for vendor payment | $25.0K | ||||
| Deferred offering costs included in accrued offering costs | $552.7K | ||||
| Unpaid offering costs | $0 |
Corporate structure
Globa Terra Acquisition Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Globa Terra Acquisition Corp
- W. R. Berkley Filed SCHEDULE 13G/A on Globa Terra Acquisition Corp, latest Aug 6, 2026 (2 filings since May 8, 2026)
- Karpus Management, Inc. Filed SCHEDULE 13G on Globa Terra Acquisition Corp, latest May 14, 2026
- Mizuho Financial Group Filed SCHEDULE 13G/A on Globa Terra Acquisition Corp, latest May 14, 2026 (3 filings since Nov 13, 2025)
- LMR Partners LLP Filed SCHEDULE 13G on Globa Terra Acquisition Corp, latest Feb 17, 2026
- Globa Terra Management LLC Filed SCHEDULE 13G on Globa Terra Acquisition Corp, latest Nov 14, 2025
- Harraden Circle Investments, LLC Filed SCHEDULE 13G/A on Globa Terra Acquisition Corp, latest Nov 14, 2025 (2 filings since Jul 15, 2025)
- Westchester Capital Management, LLC Filed SCHEDULE 13G on Globa Terra Acquisition Corp, latest Nov 14, 2025
- GLAZER CAPITAL, LLC Filed SCHEDULE 13G on Globa Terra Acquisition Corp, latest Nov 13, 2025
- WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G on Globa Terra Acquisition Corp, latest Oct 10, 2025
- Globa Terra Acquisition Corp Miami, Florida
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Globa Terra Acquisition Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
Properties, in its own words
We currently maintain our executive offices at 382 NE 191st Street #952377, Miami, Florida 33179, and our telephone number is + 52 55 8975 9325. The cost for this space is included in the $15,000 per month fee that we pay our sponsor for office space and administrative services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 26, 2026.4
Leadership
Who has led Globa Terra Acquisition Corp, and when. Pick a name to see everywhere that person has worked.
- Chief executive officerAldave Agustin Tristan Jul 7, 2025 to now8
- Chief financial officerKatherine Chiles Jul 7, 2025 to now9
Board members and other officers (6)
- Head of Investor RelationsEdward Preble Jul 7, 2025 to now10
- Head of Water InvestmentsRuzafa Alejandro Francisco Garza Jul 7, 2025 to now11
- Board memberAldave Agustin Tristan Jul 7, 2025 to now8
- Board memberEdward Preble Jul 7, 2025 to now10
- Board memberJesus Demetrio Tueme Jul 7, 2025 to now12
- Board memberKelly James Burke Jul 7, 2025 to now13
Timeline
Filings
53 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 3 major events, 7 insider forms, 13 large holders, 25 other. The latest 20:
- Oct 13, 2026PRER14A PRER 14A EDGAR
- Oct 9, 2026PRE 14A EDGAR
- Aug 14, 202610-Q EDGAR
- Aug 6, 2026SCHEDULE 13G/A EDGAR
- May 14, 202610-Q EDGAR
- May 14, 2026SCHEDULE 13G/A EDGAR
- May 14, 2026SCHEDULE 13G EDGAR
- May 8, 2026SCHEDULE 13G EDGAR
- Mar 26, 202610-K EDGAR
- Feb 17, 2026SCHEDULE 13G EDGAR
- Feb 12, 2026SCHEDULE 13G/A EDGAR
- Nov 19, 202510-Q EDGAR
- Nov 14, 2025SCHEDULE 13G/A EDGAR
- Nov 14, 2025SCHEDULE 13G EDGAR
- Nov 14, 2025NT 10-Q EDGAR
- Nov 14, 2025SCHEDULE 13G EDGAR
- Nov 13, 2025SCHEDULE 13G EDGAR
- Nov 13, 2025SCHEDULE 13G EDGAR
- Oct 10, 2025SCHEDULE 13G EDGAR
- Aug 14, 202510-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) EDGAR
The 53 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- W. R. BerkleySCHEDULE 13G/A, 2 filings May 8, 2026 to Aug 6, 202617
- Karpus Management, Inc.SCHEDULE 13G, 1 filing May 14, 202618
- Mizuho Financial GroupSCHEDULE 13G/A, 3 filings Nov 13, 2025 to May 14, 202619
- LMR Partners LLPSCHEDULE 13G, 1 filing Feb 17, 202620
- Globa Terra Management LLCSCHEDULE 13G, 1 filing Nov 14, 202521
- Harraden Circle Investments, LLCSCHEDULE 13G/A, 2 filings Jul 15, 2025 to Nov 14, 202522
- Westchester Capital Management, LLCSCHEDULE 13G, 1 filing Nov 14, 202523
- GLAZER CAPITAL, LLCSCHEDULE 13G, 1 filing Nov 13, 202524
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G, 1 filing Oct 10, 202525
SEC filer profile
How Globa Terra Acquisition Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARGloba Terra Acquisition Corp1
- CIK0002043766
- Employer ID (EIN)00-00000004
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address382 Ne 191St Street, #952377, Miami, FL 331791
- Phone52 55 6698 93261
- Shares outstanding17,893,817 Common Class A shares; 5,833,183 Common Class B shares as of Mar 25, 20264
- Public float$0 as of Jun 30, 20252
- AuditorAdeptus Partners, LLC, Ocean, New Jersey PCAOB ID 3686; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceNov 26, 20241
- Filings53 in all: SCHEDULE 13G (9), 3 (7), CORRESP (6), UPLOAD (5), 10-Q (4), SCHEDULE 13G/A (4), 8-K (3), S-1/A (3)1
All 20 form types
10-K (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), NT 10-Q (1), PRE 14A (1), PRER14A (1), S-1 (1)
- Latest filingsAnnual report (10-K) Mar 26, 2026
Quarterly report (10-Q) Aug 14, 2026
Latest 8-K (8-K) Jul 24, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, three-fourths of one redeemable warrant, and one right to receive one-tenth | GTERU | Nasdaq |
| Class A ordinary shares included as part of the units, $0.0001 par value | GTER | Nasdaq |
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share, $0.0001 par value, at an exercise price of $11 | GTERW | Nasdaq |
| Rights included as part of the units, each entitling the holder to receive one-tenth of one Class A ordinary share, $0.0001 par value | GTERR | Nasdaq |
From the cover page of the 10-K filed Mar 26, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Globa Terra Acquisition Corp names in Item 1A of its 10-K filed Mar 26, 2026: 78 risks under these headings, as written.4
- Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
- Changes in the market for directors and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial business combination.
- If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your ordinary shares.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
- The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach the end of our completion window, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants and rights will expire worthless.
- We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants, rights and restricted Class A shares will be worthless.
The other 66 risks
- If we seek shareholder approval of our initial business combination, our management team, Advisors, sponsor or any of their respective affiliates may elect to purchase public shares, warrants or rights from public shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A ordinary shares.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- If we do not consummate an initial business combination within the completion window, our public shareholders may be forced to wait beyond such time before redemption from our trust account.
- You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, warrants or rights, potentially at a loss.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants and rights will expire worthless.
- If the net proceeds of the Initial Public Offering and the sale of the private placement securities not being held in the trust account are insufficient to allow us to operate for at least the completion window, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants and rights will expire worthless.
- If the net proceeds of the Initial Public Offering and the sale of the private placement securities not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for an initial business combination, to pay our taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.
- Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our ordinary shares, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
- Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
- If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.
- If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
- After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
- We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.
- We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
- We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
- We are not required to obtain a fairness opinion and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete an initial business combination with which a substantial majority of our shareholders do not agree.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
- Certain agreements related to the Initial Public Offering may be amended or waived without shareholder approval.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
- Our initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants and rights will expire worthless.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.
- We may be treated as a PFIC”, which could result in adverse U.S. federal income tax consequences to U.S. investors.
- If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.
- If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the private placement securities, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.
- Risks Relating to our Sponsor, Advisors and Management Team
- The nominal purchase price paid by our sponsor for the founder shares, the purchase price paid by our sponsor for the private placement units, and the vesting of the restricted Class A shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially.
- The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post- combination business.
- We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
- Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.
- We may approve an amendment or waiver of the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement securities or membership interests in our sponsor in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination, which may deprive us of key personnel.
- Our officers and directors and Advisors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
- Our officers, directors, Advisors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with members of our management team, our sponsor or existing holders which may raise potential conflicts of interest.
- Our management may not be able to maintain control of a target business after our initial business combination.
- Members of our management team, Advisors and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business.
- A conflict of interest may arise from the need to obtain the consent of our sponsor to our business combination.
- Risks Relating to Our Securities
- The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- In the event that New Globa Terra fails to satisfy any of the listing requirements of the Nasdaq or the New York Stock Exchange (the “NYSE”), its listing application may be rejected and the parties to an initial business combination may waive any closing conditions in the initial business combination agreement that ordinary shares of New Globa Terra be listed on Nasdaq or the NYSE at the closing of an initial business combination.
- In the event that we are not the surviving entity upon the consummation of our initial business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights may expire worthless.
- Investors may not view our rights as attractive securities.
- We may amend the terms of the public rights in a manner that may be adverse to holders of public rights with the approval by the holders of a majority of the then issued and outstanding rights.
- If you exercise your public warrants on a “cashless basis,” you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
- The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
- We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- Unlike many other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
- We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a simple majority of then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
- Our warrant agreement and rights agreement designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants and rights, respectively, which could limit the ability of warrant holders and right holders to obtain a favorable judicial forum for disputes with our company.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this Annual Report.
The opening of Item 3, Legal Proceedings.4
Sources
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- 12SEC EDGARJesus Demetrio Tueme, Board member
- 13SEC EDGARKelly James Burke, Board member
- 14SEC EDGAROther events
- 15SEC EDGAROther events
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