Globa Terra Acquisition Corp-A美股招股说明书(2025-07-09版)

Globa Terra Acquisition Corporation 15,217,000 Units Globa Terra Acquisition Corporation is a newly incorporated blank check company incorporated for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses, which we refer to throughout this prospectus as ourinitial business combination. We have not selected any specific business combination target and we have not, norhas anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any businesscombination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share, three-fourths of one redeemable warrant and one right to receive one-tenth (1/10) ofone ClassA ordinary share upon the consummation of an initial business combination. No fractional shares willbe issued upon exchange of the rights, so you must hold rights in multiples of 10 in order to receive shares for allof your rights upon closing of a business combination. Each whole warrant entitles the holder thereof to purchaseone ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus.Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after thecompletion of our initial business combination and 12 months after this registration statement is declaredeffective by the Securities and Exchange Commission (the “warrant exercise date”) and will expire five yearsafter the completion of our initial business combination or earlier upon redemption or liquidation (the “warrantexpiration date”), as described in this prospectus. We have also granted the underwriters a 45-day option topurchase up to an additional 2,282,550 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares uponthe completion of our initial business combination at a per share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below calculated as of two business days prior to theconsummation of our initial business combination, including interest, divided by the number of then outstandingpublic shares, subject to the limitations described herein. Notwithstanding the foregoing redemption rights, if weseek shareholder approval of our initial business combination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tender offer rules, our amended and restated memorandumand articles of association provides that a public shareholder, together with any affiliate of such shareholder orany other person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 ofthe Securities Exchange Act of 1934, as amended), is restricted from redeeming its shares with respect to morethan an aggregate of 15% of the shares sold in this offering, without our prior consent. We will have 15 monthsfrom the closing of this offering to consummate an initial business combination (or up to 21 months by means ofup to two three-month extensions after the closing of this offering by depositing into the trust account, for eachthree-month extension, $1,521,700, or up to $1,749,955 if the underwriters’ over-allotment option is exercised infull (representing $0.10 per unit of the total units sold in this offering)). In addition, our shareholders can alsovote at any time to amend our amended and restated memorandum and articles of association to extend theamount of time we will have to complete an initial business combination, in each case as further described herein.There is no limit on the number of times our shareholders can vote to amend our amended and restatedmemorandum and articles of association to extend the amount of time we will have to complete an initialbusiness combination, and any such extension may be for any amount of time. We refer to the time period wehave to complete an initial business combination, as it may be extended as described above, as the “completionwindow”. If our completion window is extended by an amendment to our amended and restated memorandumand articles of association, our shareholders will be entitled to vote on such amendment and to redeem theirshares in connection with any such extension. If our completion window is extended from 15 months to up to 21months by depositing additional funds into the trust account, for each three-month extension, $1,521,700, or up to$1,749,955 if the underwriters’ over-allotment option is exercised in full (representing $0.10 per unit of the totalunits sold in this offering), our shareholders will not be entitled t