GTERA

Business Context and Reporting Period

Globa Terra Acquisition Corp. (GTER) is a Cayman Islands exempted company and Special Purpose Acquisition Corporation (SPAC) incorporated on October 18, 2024. The company is an emerging growth company and shell company formed to effect a business combination with one or more target businesses, primarily in North America. This Form 10-Q covers the quarterly period ended September 30, 2025. The company consummated its Initial Public Offering (IPO) on July 10, 2025, and has not yet commenced any operating business activities.

Key Financial Metrics

Material Changes vs. Prior Period

The financial position changed significantly due to the consummation of the IPO on July 10, 2025, compared to the prior period ending December 31, 2024.

• Assets: Total assets increased from $577,682 to $177,494,293, driven primarily by the deposit of $174,995,500 into the Trust Account and the accumulation of interest income.
• Liabilities: Total liabilities increased from $552,682 to $1,203,070, largely due to accrued offering costs of $966,457 classified as long-term liabilities.
• Equity: Shareholders' equity shifted from a positive balance of $25,000 to a deficit of $(372,436). This is due to the classification of 17,499,550 Class A ordinary shares as temporary equity (subject to redemption) valued at $176,663,659, and the accretion of carrying value to redemption value.
• Operations: The company moved from a pre-IPO formation phase to a post-IPO phase, generating $1,668,159 in interest income while incurring $355,907 in formation and operating expenses.

Outlook, Risks, and Management Commentary

Outlook and Liquidity: The company intends to use substantially all funds in the Trust Account ($176.7 million) to complete a business combination. It has $691,042 in operating cash to fund search activities. Management expects to incur significant costs in pursuing acquisition plans. If a business combination is not completed within 15 months (extendable to 21 months), the company will liquidate and redeem public shares.

Risks and Contingencies:

• Going Concern: The filing raises substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by the deadline.
• Market Risks: Global conflicts (Russia-Ukraine, Middle East), trade tensions, and economic uncertainties could adversely affect the ability to complete a transaction.
• Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against third-party claims, the company has not verified the Sponsor's ability to satisfy these obligations.
• Warrant Redemption: Public warrants may be redeemed if the Class A share price exceeds $18.00 for 10 trading days within a 20-day period.

Unusual Items: The net income is entirely non-operating, derived from interest on the Trust Account. The company has no operating revenue.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance of $176,663,659 and the interest rate earned on U.S. government securities.
• Redemption Rights: Confirm the terms under which public shareholders can redeem shares, specifically the 15-month deadline and extension mechanics.
• Deferred Offering Costs: Review the $966,457 in long-term accrued offering costs and the conditions for their payment.
• Sponsor Indemnity: Assess the financial strength of the Sponsor (Globa Terra Management LLC) regarding its obligation to indemnify the Trust Account.
• Warrant Terms: Verify the exercise price ($11.50) and redemption trigger ($18.00) for the 13,420,363 outstanding public warrants.