Globa Terra Acquisition Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42736 GLOBA TERRA ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchangeon which registeredUnits, each consisting of one Class A ordinary share, $0.0001 par value, three-fourths of one redeemable warrant, and one right to receive one-tenth of a Class Aordinary shareGTERUThe Nasdaq Stock Market LLCClass A ordinary shares included as part of the units, $0.0001 par valueGTERThe Nasdaq Stock Market LLCWarrants included as part of the units, each whole warrant exercisable for one ClassA ordinary share, $0.0001 par value, at an exercise price of $11.50GTERWThe Nasdaq Stock Market LLCRights included as part of the units, each entitling the holder to receive one-tenth ofone Class A ordinary share, $0.0001 par valueGTERRThe Nasdaq Stock Market LLCSecurities registered pursuant to Section 12 (g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YES☒NO☐ The registrant was not a public company as of June 30, 2025, the last business day of its most recently completed second fiscal quarterand, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as ofsuch date. The registrant’s units began trading on The Nasdaq Global Market under the ticker symbol “GTERU” on July 9, 2025, andthe registrant’s Class A ordinary shares, warrants, and rights to receive one-tenth (1/10) of one Class A ordinary share included in theunits began separately trading on July 25, 2025. As of March 25, 2026, there were 17,893,817 Class A ordinary shares, $0.0001 par value, and 5,833,183 Class B ordinary shares,$0.0001 par value, issued and outstanding. TABLE OF CONTENTSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PART I2Item 1. Business.4Item 1A. Risk Factors.28Item 1B. Unresolved Staff Comments.72Item 1C. Cybersecurity.72Item 2. Properties.72Item 3. Legal Proceedings.73Item 4. Mine Safety Disclosures.73PART II74Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity S