Business Context and Reporting Period
Globa Terra Acquisition Corp. (GTER) is a Cayman Islands exempted company incorporated on October 18, 2024, operating as a blank check company (SPAC). The reporting period covers the quarter ended June 30, 2025. As of the balance sheet date, the Company had not commenced operations; all activity related to formation and preparation for its Initial Public Offering (IPO).
Subsequent to the reporting period, on July 10, 2025, the Company consummated its IPO, selling 17,499,550 units at $10.00 per unit, generating gross proceeds of $174,995,500.
Key Financial Metrics
| Metric | As of June 30, 2025 | As of Dec 31, 2024 |
|---|---|---|
| Total Assets | $1,624,473 | $577,682 |
| Current Liabilities | $1,599,473 | $552,682 |
| Working Capital | $(1,599,473) | $(550,339) |
| Shareholder's Equity | $25,000 | $25,000 |
| Revenue | $0 | $0 |
| Net Loss (6 Months) | $0 | N/A |
| Cash Balance | $0 | $0 |
Deferred Offering Costs: $1,624,473 (increased from $575,339 at year-end 2024).
Related Party Debt: $296,509 due to the Sponsor (Globa Terra Management LLC) as of June 30, 2025.
Material Changes
- Accumulation of Offering Costs: Deferred offering costs increased by approximately $1.05 million during the six-month period, reflecting expenses incurred in preparation for the IPO.
- Related Party Advances: The Company incurred $296,509 in expenses funded by advances from the Sponsor, recorded as "Due to related party."
- Share Capital Adjustments: On March 25, 2025, the Sponsor surrendered 1,354,317 Class B ordinary shares for no consideration. Financial statements were retroactively restated to reflect this. As of June 30, 2025, 5,833,183 Class B shares were outstanding.
- Zero Operating Activity: The Company reported zero formation and operating expenses and zero net loss for the three and six months ended June 30, 2025, as costs were capitalized as deferred offering costs.
Outlook, Risks, and Subsequent Events
Subsequent Events (Post-June 30, 2025):
- IPO Completion: On July 10, 2025, the Company completed its IPO and the full exercise of the underwriters' over-allotment option.
- Private Placements: Simultaneously, the Company sold Private Placement Units and Restricted Class A Shares for an aggregate of $3,154,136.
- Trust Account: $174,995,500 was deposited into the Trust Account.
- Transaction Costs: Total transaction costs amounted to $3,020,921 ($750,000 underwriting fee + $2,270,921 other costs).
Liquidity and Going Concern: As of June 30, 2025, the Company had a working capital deficit and no cash. Management believes liquidity needs will be satisfied by IPO proceeds and potential Working Capital Loans from the Sponsor (up to $2,500,000 convertible into private units).
Risks: The Company faces risks associated with early-stage companies, including the inability to complete a Business Combination within 15 months (extendable to 21 months). If no combination occurs, the Company will liquidate. Global geopolitical conflicts and market volatility are cited as potential impediments to completing a transaction.
Investor Verification Checklist
- IPO Proceeds Verification: Confirm the final amount deposited into the Trust Account ($174,995,500) and the net cash available outside the Trust Account for working capital.
- Related Party Obligations: Verify the status of the $296,509 due to the Sponsor and the terms of the $450,000 promissory note available for working capital.
- Share Structure: Confirm the final count of Class A and Class B shares outstanding post-IPO and the status of the over-allotment option (fully exercised).
- Redemption Rights: Review the specific terms regarding shareholder redemption rights and the 15-month deadline to consummate a Business Combination.
- Warrant Terms: Verify the exercise price ($11.50) and redemption trigger price ($18.00) for Public Warrants.