Globa Terra proposes deal deadline of July 9, 2027
If approved, the existing $1,749,955 Sponsor deposit for each three-month extension would no longer apply.
Sentiment and the balance of points
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Globa Terra Acquisition Corp. (GTERA) asks shareholders to approve extending its Business Combination deadline from October 9, 2026 to July 9, 2027. The plan adds one month to November 9, 2026, then permits up to eight further one-month extensions at the board’s sole discretion. An adjournment vote may be presented if extension support is insufficient or the board no longer wishes to proceed.
If approved, Globa Terra Management LLC or its affiliates or designees would deposit into the Trust Account $0.03 for each of 17,499,550 Public Shares in issue as of the meeting, before redemptions—approximately $524,987 total—within two business days. Each later monthly deposit would be the lesser of $0.04 per non-redeemed share and $50,000, up to $400,000 if all eight periods are elected. The Sponsor has indicated it will make the payments if approved, but has not entered a binding agreement.
Public shareholders could redeem at a price including their pro rata portion of the initial payment; redeemed shares would not receive later Contributions. If a Business Combination is not completed within the Combination Period or a required Contribution is missed, GTERA would cease operations except to wind up, redeem Public Shares and, subject to required approvals, liquidate. Approval requires at least two-thirds of votes cast.
Filing Explained
This proxy seeks approval to replace the unused option for two three-month extensions, each requiring a
Key Figures
Key Terms
Combination Period financial
Initial Extension Payment financial
Additional Extension Period financial
pro rata financial
DWAC technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What deadline extension is GTERA asking shareholders to approve?
How much would Globa Terra Management LLC deposit under GTERA’s extension plan?
What vote does GTERA need to approve the extension?
Is there a limit on how many GTERA shares a shareholder group can redeem?
What happens to GTERA warrants if no Business Combination is completed?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to Section 240.14a-12 |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1. | Proposal One: Extension Proposal — To amend, by way of special resolution, our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment”), to extend the date by which we must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”) from October 9, 2026 (the “Current Deadline”) to July 9, 2027 (the “Extended Date”), consisting of an initial one-month extension from October 9, 2026 to November 9, 2026, followed by up to eight additional one-month extensions on a month-to-month basis, at the sole discretion of the Board (the “Extension” and such proposal, the “Extension Proposal”); and |
2. | Proposal Two: Adjournment Proposal — To approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary or convenient, to be confirmed by the chairperson of the Meeting, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or (ii) if the Board determines before the Meeting that it is not necessary or no longer desirable to proceed with the Extension Proposal (the “Adjournment Proposal”). |
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, 2026 | By Order of the Board of Directors | ||
Agustin Tristan Aldave Chief Executive Officer | |||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1 | ||
QUESTIONS AND ANSWERS ABOUT THE MEETING | 2 | ||
RISK FACTORS | 15 | ||
THE MEETING | 18 | ||
PROPOSAL ONE — THE EXTENSION PROPOSAL | 23 | ||
PROPOSAL TWO — THE ADJOURNMENT PROPOSAL | 29 | ||
BENEFICIAL OWNERSHIP OF SECURITIES | 30 | ||
FUTURE SHAREHOLDER PROPOSALS | 32 | ||
HOUSEHOLDING INFORMATION | 32 | ||
WHERE YOU CAN FIND MORE INFORMATION | 32 | ||
ANNEX A | A-1 | ||
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• | our being a company with no operating history and no revenues; |
• | our ability to select an appropriate target business or businesses; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination; |
• | our potential ability to obtain additional financing to complete our initial Business Combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential Business Combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account or otherwise available to us; |
• | the Trust Account not being subject to claims of third parties; |
• | our financial performance following the IPO; and |
• | the other risks and uncertainties discussed in “Risk Factors” in this Proxy Statement and our other filings with the U.S. Securities and Exchange Commission (the “SEC”). |
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1. | Proposal One: Extension Proposal — To amend, by way of special resolution, our Memorandum and Articles of Association, in the form set forth in Annex A, to extend the date by which we must consummate a Business Combination from the Current Deadline to the Extended Date, consisting of an initial one-month extension from October 9, 2026 to November 9, 2026, followed by up to eight additional one-month extensions on a month-to-month basis at the sole discretion of the Board (the “Extension” and such proposal, the “Extension Proposal”); and |
2. | Proposal Two: Adjournment Proposal — To approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary or convenient, to be confirmed by the chairperson of the Meeting, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or (ii) if the Board determines before the Meeting that it is not necessary or no longer desirable to proceed with the Extension Proposal (the “Adjournment Proposal”). |
• | identifying a target business and negotiating and executing a definitive agreement and related agreements; |
• | preparing and filing with the U.S. Securities and Exchange Commission (the “SEC”), and completing SEC review of, proxy materials or a registration statement for the Business Combination; |
• | establishing a meeting date and record date for considering the Business Combination, and distributing proxy materials to shareholders; and |
• | holding an extraordinary general meeting to consider the Business Combination. |
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• | Shareholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with our transfer agent, then you are a “shareholder of record.” |
• | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being forwarded to you by that organization. |
• | At the Meeting. If you are a shareholder of record, you may vote at the Meeting. |
• | Online. You may also vote by submitting a proxy for the Meeting. You may submit your proxy online at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on , 2026 (have your proxy card in hand when you visit the website). |
• | By Mail. You may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. |
• | At the Meeting. If you are a beneficial owner of shares held in street name and you wish to vote at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy. |
• | By mail. You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares. |
• | By telephone or online. You may vote by proxy by submitting your proxy by telephone or online (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary. |
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• | entering a new vote online or by telephone, if those voting options are available to you; |
• | sending a later-dated, signed proxy card to Globa Terra Acquisition Corporation, 382 NE 191st Street #952377, Miami, Florida 33179, Attn: Agustin Tristan Aldave, Chief Executive Officer, so that it is received by our Chief Executive Officer prior to the Meeting; or |
• | attending and voting during the Meeting. |
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1. | Proposal One: Extension Proposal — To amend, by way of special resolution, the Memorandum and Articles of Association, in the form set forth in Annex A to the Proxy Statement, to extend the date by which |
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2. | Proposal Two: Adjournment Proposal — To approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary or convenient, to be confirmed by the chairperson of the Meeting, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or (ii) if the Board determines before the Meeting that it is not necessary or no longer desirable to proceed with the Extension Proposal. If the Adjournment Proposal is presented at the Meeting, it will be the only proposal presented and the Extension Proposal will not be submitted to the shareholders for a vote. |
• | Voting at the Meeting. If you are a shareholder of record, you may vote at the Meeting. |
• | Voting Online. You may also vote by submitting a proxy for the Meeting. You may submit your proxy online at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on , 2026 (have your proxy card in hand when you visit the website). |
• | Voting by Mail. You may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Meeting so that your shares will be voted if you are unable to attend the Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. Votes submitted by mail must be received prior to the start of the Meeting at , Eastern Time, on , 2026. |
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• | Voting at the Meeting. If you are a beneficial owner of shares held in street name and you wish to vote at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy. |
• | Voting by Mail. You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares. |
• | Voting by Telephone or Online. You may vote by proxy by submitting your proxy by telephone or online, if those options are available to you, in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary. If your bank or brokerage firm does not offer online or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. |
• | entering a new vote online or by telephone, if those voting options are available to you; |
• | sending a later-dated, signed proxy card to Globa Terra Acquisition Corporation, 382 NE 191st Street #952377, Miami, Florida 33179, Attn: Agustin Tristan Aldave, Chief Executive Officer, so that it is received by our Chief Executive Officer prior to the Meeting; or |
• | attending and voting during the Meeting. |
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• | the fact that the sponsor and our directors and officers hold an aggregate of 5,400,228 Class B Ordinary Shares, which were acquired for an aggregate purchase price of $25,000, or approximately $0.0043 per share, all of which would be worthless if a Business Combination is not consummated; |
• | the fact that the Sponsor purchased 356,767 Private Placement Units and 713,534 Restricted Class A Shares in the Private Placements for an aggregate purchase price of $2,854,136, all of which would be worthless if a Business Combination is not consummated; |
• | the fact that the Sponsor and our officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination and in connection with a shareholder vote to approve an amendment to our Memorandum and Articles of Association such as the Extension Amendment, and have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete a Business Combination within the Combination Period, and that the Private Placement Units and the Restricted Class A Shares have no redemption rights and will be worthless in that event; |
• | the fact that we pay the Sponsor or an affiliate thereof $15,000 per month for office space, administrative and shared personnel support services, and that upon completion of a Business Combination or our liquidation, we will cease paying these monthly fees; |
• | the fact that the Sponsor, an affiliate of the Sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required for working capital, up to $2,500,000 of which may be convertible into private units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender, of which no amounts were outstanding as of October 8, 2026, and that, if a Business Combination is not consummated, such loans would be repaid only from funds held outside the Trust Account; |
• | the fact that, unless we consummate a Business Combination, the Sponsor and our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them on our behalf related to identifying and investigating a Business Combination to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account; |
• | the fact that, if the Trust Account is liquidated, including in the event we are unable to complete a Business Combination within the Combination Period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into a transaction agreement or claims of any third party (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; |
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• | the fact that Meridien Peak, an advisor to the Sponsor, holds 87,500 Founder Shares, which would be worthless if a Business Combination is not consummated; and |
• | the fact that none of our officers or directors has received any cash compensation for services rendered to us, and all of the current members of the Board are expected to continue to serve as directors at least through the date of the meeting to vote on a proposed Business Combination and may even continue to serve following any potential Business Combination and receive compensation thereafter. |
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• | each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; |
• | each of our executive officers and directors that beneficially owns our Ordinary Shares; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) | Class A Ordinary Shares Beneficially Owned | % of Class | Class B Ordinary Shares Beneficially Owned(2) | % of Class | % of Outstanding Ordinary Shares | ||||||||||
Directors and Executive Officers | |||||||||||||||
Agustin Tristan Aldave(3) | — | — | 5,155,546 | 88.4% | 21.0% | ||||||||||
Katherine Chiles(4) | — | — | 72,341 | 1.2% | * | ||||||||||
Alejandro F. Garza | — | — | 20,000 | * | * | ||||||||||
Edward Joseph Preble(5) | — | — | 70,000 | 1.2% | * | ||||||||||
Kelly Burke | — | — | 20,000 | * | * | ||||||||||
Jesus Demetrio Tueme | — | — | 20,000 | * | * | ||||||||||
Jeff Smith(4) | — | — | 42,341 | * | * | ||||||||||
All executive officers and directors as a group (seven individuals) | — | — | 5,400,228 | 92.6% | 22.0% | ||||||||||
Five Percent Holders | |||||||||||||||
Globa Terra Management LLC(3) | — | — | 5,055,546 | 86.7% | 20.6% | ||||||||||
W. R. Berkley Corporation(6) | 1,561,028 | 8.4% | — | — | 6.4% | ||||||||||
Karpus Management, Inc.(7) | 1,470,687 | 7.9% | — | — | 6.0% | ||||||||||
Mizuho Financial Group, Inc.(8) | 1,497,896 | 8.0% | — | — | 6.1% | ||||||||||
LMR Partners LLP(9) | 1,181,405 | 6.3% | — | — | 4.8% | ||||||||||
Westchester Capital Management, LLC(10) | 1,401,877 | 7.5% | — | — | 5.7% | ||||||||||
Glazer Capital, LLC(11) | 955,594 | 5.1% | — | — | 3.9% | ||||||||||
Wolverine Asset Management LLC(12) | 1,149,484 | 6.2% | — | — | 4.7% | ||||||||||
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Globa Terra Acquisition Corporation, 382 NE 191st Street #952377, Miami, Florida 33179. |
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(2) | Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment. |
(3) | Globa Terra Management LLC is the record holder of the shares reported herein. Mr. Tristan, our Chief Executive Officer, controls Global Terra Sponsor, LLC, the managing member of Globa Terra Management LLC. As such, he may be deemed to have or share beneficial ownership of the Ordinary Shares held directly by Globa Terra Management LLC. Mr. Tristan disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | Each such person is a direct or indirect member of the Sponsor and disclaims any beneficial ownership of the shares held by the Sponsor other than to the extent of any pecuniary interest such person may have therein, directly or indirectly. |
(5) | Mr. Preble is an indirect member of the Sponsor and indirectly holds a 25% non-voting economic interest in the Sponsor that corresponds to an indirect economic interest in 916,856 Founder Shares. Mr. Preble disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(6) | Based on Schedule 13G/A filed with the SEC on August 6, 2026. W. R. Berkley Corporation and Berkley Insurance Company have shared voting and dispositive power over the shares. The principal business office of the reporting persons is 475 Steamboat Road Greenwich, CT 06830. |
(7) | Based on Schedule 13G filed with the SEC on May 14, 2026. Karpus Management, Inc. has sole voting and dispositive power over the shares. The principal business office of the reporting person is 183 Sully’s Trail, Pittsford, New York 14534. |
(8) | Based on Schedule 13G/A filed with the SEC on May 14, 2026. Mizuho Financial Group, Inc. has sole voting and dispositive power over the shares. The principal business office of the reporting person is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan. |
(9) | Based on Schedule 13G filed with the SEC on February 17, 2026. LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the “LMR Investment Managers”), which serve as the investment managers to certain funds with respect to the shares, have shared voting and dispositive power over the shares. Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers, may be considered beneficial owners of the shares. The principal business office of the reporting persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom. |
(10) | Based on Schedule 13G filed with the SEC on November 14, 2025 jointly by Westchester Capital Management, LLC (“Westchester”), a Delaware limited liability company, Westchester Capital Partners, LLC (“WCP”), a Delaware limited liability company, Virtus Investment Advisers, LLC (“Virtus”), a Delaware limited liability company, and The Merger Fund (“MF”), a Massachusetts business trust. Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL (“MF VL”), Virtus Westchester Event-Driven Fund (“EDF”) and Virtus Westchester Credit Event Fund (“CEF”). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund (“JNL”), JNL Multi-Manager Alternative Fund (“JARB”) and Principal Funds, Inc. - Global Multi-Strategy Fund (“PRIN”). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust (“Master Trust”, together with MF, MF VL, EDF, CEF, JNL, JARB and PRIN, the “Funds”). The Funds directly hold the shares for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP. The principal business office of Westchester Capital Management, LLC and Westchester Capital Partners, LLC is 100 Summit Lake Drive, Valhalla, NY 10595. The principal business office of Virtus Investment Advisers, LLC is One Financial Plaza, Hartford, CT 06103. The principal business office of the Merger Fund is 101 Munson Street, Greenfield, MA 01301-9683. |
(11) | Based on Schedule 13G filed with the SEC on November 13, 2025. Glazer Capital, LLC and Paul J. Glazer have shared voting and dispositive power over 955,594 Class A Ordinary Shares. The principal business office of the reporting persons is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(12) | Based on the Schedule 13G filed with the SEC on October 10, 2025, Wolverine Asset Management, LLC (“WAM”) is an investment manager and has shared voting and dispositive power over 1,149,484 Class A Ordinary Shares. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings. The address of the principal business office of the reporting persons is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604. |
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• | If the shares are registered in your names, you should inform us of your request by contacting us at: |
• | If a bank, broker or other nominee holds your shares, you should contact the bank, broker or other nominee directly. |
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