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 a "blank check" entity formed to effect a merger, share exchange, or asset acquisition with one or more businesses, primarily targeting high-potential businesses in North America. As of the reporting date, the company has not commenced any operations and generates no operating revenue. The reporting period covers the three and six months ended June 30, 2026.

Key Financial Metrics

Note: The company reported no operating revenue. Net income is derived entirely from interest earned on cash held in the Trust Account, offset by formation and operating expenses.

Material Changes vs. Prior Period

• Revenue and Income: The company reported net income of $2,694,461 for the six months ended June 30, 2026, compared to $0 for the same period in 2025. This increase is attributable to interest income earned on the Trust Account following the Initial Public Offering (IPO) consummated on July 10, 2025.
• Expenses: Formation and operating expenses were $413,196 for the six months ended June 30, 2026, compared to $0 in the prior year period. This reflects the costs of being a public company and pursuing a business combination.
• Liquidity: Cash held in the Trust Account increased from $178,380,953 at December 31, 2025, to $181,488,610 at June 30, 2026, due to accrued interest. Operating cash decreased from $551,127 to $267,658 due to operating cash outflows.
• Shareholder Deficit: The accumulated deficit increased from $(520,068) to $(933,264) due to the accretion of the carrying value of redeemable shares to their redemption value, partially offset by net income.

Outlook, Risks, and Management Commentary

• Business Combination Deadline: The company must complete a Business Combination by October 9, 2026 (15 months from the IPO closing). This date may be extended by up to two three-month periods (totaling 21 months) if the Sponsor deposits additional funds into the Trust Account.
• Liquidity and Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern if a Business Combination is not completed by the deadline. If no combination occurs, the company will cease operations, redeem public shares, and liquidate.
• Capital Resources: The company has $267,658 in operating cash to fund search activities. The Sponsor or affiliates may provide "Working Capital Loans" up to $2,500,000, which may be convertible into private units.
• Risks: Key risks include the inability to complete a Business Combination, market volatility due to geopolitical conflicts (e.g., Russia-Ukraine, Middle East), and the potential for the Trust Account value to be reduced by third-party claims (though the Sponsor has agreed to indemnify the Trust Account up to certain limits).
• Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account (initially $10.00 plus interest) in connection with a Business Combination or liquidation.

Investor Verification Checklist

• Deadline Compliance: Verify the company's progress toward a Business Combination given the October 9, 2026, deadline.
• Trust Account Balance: Confirm the per-share redemption value ($10.37 as of June 30, 2026) and ensure it remains above the $10.00 threshold.
• Operating Cash Runway: Assess if the $267,658 in operating cash is sufficient to fund the search for a target until the deadline or if additional Working Capital Loans are required.
• Redeemable Shares: Note that 17,499,550 Class A shares are classified as temporary equity and subject to redemption, which could impact the company's net tangible assets.
• Related Party Transactions: Review the $15,000 monthly administrative fee paid to the Sponsor and the terms of any potential Working Capital Loans.