Globa Terra Acquisition (GTERA) risk factors, FY2025 10-K

Other

1. 01MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2. 02Results of Operations and Known Trends or Future Events
3. 03Liquidity and Capital Resources
4. 04For the year ended December 31, 2025, net cash provided by financing activities was $175,983,777, which is the proceeds from the Initial Public Offering and the Private Placements, net of offering costs
5. 05Off-balance sheet financing arrangements
6. 06As of December 31, 2025, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities except as described below
7. 07Critical Accounting Estimates
8. 08Evaluation of Disclosure Controls and Procedures
9. 09Management’s Annual Report on Internal Control over Financial Reporting
10. 10Changes in Internal Control over Financial Reporting
11. 11Directors, Executive Officers and Corporate Governance
12. 12Number and Terms of Office of Officers and Directors
13. 13Committees of the Board of Directors
14. 14Each member of the audit committee is financially literate and our board of directors has determined that Jeff Smith qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
15. 15The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser
16. 16Nominating and Corporate Governance Committee
17. 17Reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary
18. 18Compensation Committee Interlocks and Insider Participation
19. 19We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our form of Code of Ethics as an exhibit to this Annual Report
20. 20duty to exercise independent judgment
21. 21none of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities
22. 22our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination
23. 23The conflicts described above may not be resolved in our favor
24. 24Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations
25. 25Limitation on Liability and Indemnification of Officers and Directors
26. 26Our amended and restated memorandum and articles of association provides for indemnification by us of our officers and directors to the fullest extent authorized by law, as it now exists or may in the future be amended
27. 27We have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors
28. 28We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
29. 29Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
30. 30Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
31. 31Class B Ordinary Shares (%)
32. 32Unless otherwise noted, the business address of each of the following is c/o Globa Terra Acquisition Corporation, 382 NE 191st Street #952377, Miami, Florida 33179
33. 33Each such person is a direct or indirect member of our sponsor and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly
34. 34Our sponsor and the Private Placement Investor have purchased an aggregate of (a) 394,267 private placement units and (b) 788,534 Class A ordinary shares at a combined price of $10.00 per private placement security for an aggregate purchase price of $3,154,136 in the private placements
35. 35Transfers of Founder Shares, Private Placement Units and Restricted Class A Shares
36. 36Certain Relationships and Related Transactions, and Director Independence
37. 37Policy for Approval of Related Party Transactions
38. 38These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
39. 39In addition, after the completion of the Initial Public Offering, our board of directors may approve additional working capital loans for the purpose of funding working capital, which loans may be converted into our private units, shares, rights or warrants
40. 40Adeptus Partners, LLC (“Adeptus”) serves as our independent registered public accounting firm. The following is a summary of fees paid to Adeptus for services rendered from October 18, 2024 (inception) through December 31, 2025
41. 41Tax Fees. During the period from October 18, 2024 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
42. 42Exhibits, Financial Statement Schedules
43. 43See Index to Consolidated Financial Statements at Item 8 herein
44. 44Warrant Agreement, dated July 8, 2025, between the Company and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 10, 2025)
45. 45Letter Agreement, dated July 8, 2025, among the Company, the Sponsor, the initial shareholders of the Company, and each of the directors and officers of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 10, 2025)
46. 46/s/ Agustin Tristan Aldave
47. 47(Principal Executive Officer)
48. 48(Principal Financial and Accounting Officer)
49. 49Opinion on the Financial Statements
50. 50Substantial Doubt about the Company’s Ability to Continue as a Going Concern
51. 51LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
52. 52Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and December 31, 2024
53. 53NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
54. 54Transaction costs amounted to $3,195,665, consisting of $750,000 of cash underwriting fee and $2,445,665 of other offering costs
55. 55Going Concern Considerations
56. 56Concentration of Credit Risk
57. 57Cash and Cash Equivalents
58. 58Net Income (Loss) per Ordinary Share
59. 59Fair Value of Financial Instruments
60. 60Derivative Financial Instruments
61. 61Class A Ordinary Shares Subject to Redemption
62. 62Recent Accounting Standards
63. 63NOTE 3 — INITIAL PUBLIC OFFERING
64. 64NOTE 4 — PRIVATE PLACEMENTS
65. 65Each Private Placement Unit consists of one private Class A ordinary share, three-fourths of one private placement warrant, and one private placement right to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination
66. 66General and Administrative Services
67. 67Meteora acts as an advisor to the Company and the Sponsor pursuant to a consulting agreement. In connection with the IPO and Private Placement, the Company incurred issuance costs of $150,000, of which $150,000 was paid from the proceeds of the Private Placement
68. 68NOTE 7 — SHAREHOLDERS’ EQUITY (DEFICIT)
69. 69In connection with initial an Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering
70. 70If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws
71. 71NOTE 9 — SEGMENT INFORMATION
72. 72The fair value of the $178,380,953 cash held in trust is measured under Level 1 in the fair value hierarchy
73. 73The Public Warrants have been classified within shareholders’ equity and will not require remeasurement after issuance
74. 74The Public Rights have been classified within shareholders’ equity and will not require remeasurement after issuance
75. 75NOTE 11 — SUBSEQUENT EVENTS