Globa Terra Acquisition Corp

S-11 ny20038869x4_s1.htm S-1

As filed with the United States Securities and Exchange Commission on April 16, 2025 under the Securities Act of 1933, as amended.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Globa Terra Acquisition Corporation

(Exact name of registrant as specified in its charter)

Homero 109, Despacho 1602, Polanco

Ciudad de Mexico, Mexico, 11560

52 55 8975 9325

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Agustin Tristan Aldave

Chief Executive Officer

c/o Globa Terra Acquisition Corporation

Homero 109, Despacho 1602, Polanco

Ciudad de Mexico, Mexico, 11560

+52 55 8975 9325

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2025

PRELIMINARY PROSPECTUS

Globa Terra Acquisition Corporation 15,217,000 Units

Globa Terra Acquisition Corporation is a newly incorporated blank check company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination 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 of one Class A ordinary share, three-fourths of one redeemable warrant and one right to receive one-twentieth (1/20) of an ordinary share upon the consummation of an initial business combination. No fractional shares will be issued upon exchange of the rights, so you must hold rights in multiples of 20 in order to receive shares for all of your rights upon closing of a business combination. Each whole warrant entitles the holder thereof to purchase one Class A 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 30 days after the completion of our initial business combination (the “warrant exercise date”), and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the “warrant expiration date”), as described in this prospectus. We have also granted the underwriters a 45-day option to purchase 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 Class A ordinary shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest, divided by the number of then outstanding public shares, subject to the limitations described herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. In addition, our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the Securities and Exchange Commission’s “penny stock” rules). We will have 15 months from the closing of this offering to consummate an initial business combination (or up to 21 months by means of up to two three-month extensions after the closing of this offering by depositing 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 total units sold in this offering)). In addition, our shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to extend the amount 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 restated memorandum and articles of association to extend the amount of time we will have to complete an initial business combination, and any such extension may be for any amount of time. We refer to the time period we have to complete an initial business combination, as it may be extended as described above, as the “completion window”. If our completion window is extended by an amendment to our amended and restated memorandum and articles of association, our shareholders will be entitled to vote on such amendment and to redeem their shares in connection with any such extension. If our completion window is extended from 15 months to up to 21 months 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 total units sold in this offering), our shareholders will not be entitled to vote on such an extension or to redeem their shares as a result of the extension, for up to two three-month extensions. If we have not completed our initial business combination within the completion window or we do not otherwise seek shareholder approval to amend our amended and restated memorandum and articles of association to further extend the time to complete our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Please see “Redemption of Public Shares and Liquidation if no Initial Business Combination” on page 148 for more information.

Prior to this offering, there has been no public market for our units, Class A ordinary shares, warrants or rights. We intend to apply to list our units on the Nasdaq Global Market (“Nasdaq”) under the symbol “GTERU” on or promptly after the date of this prospectus. The Class A ordinary shares, warrants and rights constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day), subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares, warrants and rights will be listed on Nasdaq under the symbols “GTER”, “GTERW” and “GTERR,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see “Risk Factors” on page 61. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Of the proceeds we receive from this offering and the sale of the private placement units and restricted Class A shares described in this prospectus, $152,930,850, or $175,870,478 if the underwriters’ option to purchase additional units is exercised in full ($10.05 per unit in either case), will be deposited into a U.S.-based trust account with Odyssey Trust Company acting as trustee. The funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

Our initial shareholders, including our sponsor, Globa Terra Management LLC, either directly or indirectly, currently hold an aggregate of 5,833,183 founder shares (up to 760,850 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised) for an aggregate purchase price of $25,000, or approximately $0.0043 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any Class A ordinary shares, subject to vesting and any other restrictions, issued or deemed issued to (i) our sponsor (or its members or affiliates) in connection with the consummation of this offering, (ii) any seller in the initial business combination, (iii) the Class A ordinary shares underlying the private placement warrants and (iv) any Class A ordinary shares issued to our sponsor (or its members or affiliates) upon conversion of working capital loans. If we increase or decrease the size of this offering we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders at 25% of the issued and outstanding ordinary shares upon the consummation of this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. See “Summary — Our Sponsor” on page 6, “Summary — The Offering — Founder shares” on page 30, “Summary — The Offering — Transfer restrictions on founder shares” on page 33, “Summary — The Offering — Founder shares conversion and anti-dilution rights” on page 34, “Summary — The Offering — Appointment and removal of directors and continuing the company outside of the Cayman Islands; voting rights” on page 34, “Risk Factors — Risks Relating to our Sponsor, Advisors and Management Team — The nominal purchase price paid by our sponsor for the founder shares and the vesting of the restricted Class A shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially” on page 81, “— Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks” on page 92, “— Our initial shareholders, either directly or indirectly, paid an aggregate of $25,000, or approximately $0.0043 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B ordinary shares” on page 93, and “— Unlike many other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination” on page 94 and “Proposed Business — Our Sponsor” on page 121 for more information.

The Sponsor and one institutional investor (the “Private Placement Investor”) will subscribe to purchase an aggregate of (a) 506,250 private placement units and (b) 1,012,500 Class A ordinary shares, par value $0.0001 per share, of our company, which shares would vest only upon the consummation of the initial business combination (each, a “restricted Class A share”) for an aggregate purchase price of $4,050,000 (whether or not the underwriters’ over-allotment option is exercised in full) in separate private placements (referred to herein as the “Private Placements”). For each $10.00 invested in the Private Placements, the applicable investor will receive (i) one and one-fourth private placement units and (ii) two and one-half restricted Class A shares. We refer herein to each allocation of (i) one and one-fourth private placement units and (ii) two and one-half restricted Class A shares as a “private placement security” and collectively, as the “private placement securities.”

Our sponsor will subscribe to purchase 375,000 private placement securities, consisting of (a) 468,750 private placement units and (b) 937,500 restricted Class A shares, for an aggregate purchase price of $3,750,000. The Private Placement Investor will subscribe to purchase directly from us an aggregate of 30,000 private placement securities, consisting of (a) 37,500 private placement units and (b) 75,000 restricted Class A shares, for an aggregate purchase price of $300,000 in a private placement that will close simultaneously with the closing of this offering. Subject to the consummation of the Private Placement, the sponsor will distribute 300,000 founder shares for a nominal purchase price to the Private Placement Investor.

We refer collectively to the units included in the private placement securities throughout this prospectus as the “private placement units.” The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; each private placement unit consists of one private Class A ordinary share, three-fourths of one private placement warrant, and one private right to receive one-twentieth (1/20) of a Class A ordinary share upon the consummation of an initial business combination. Each whole private placement warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. The private placement units shall be subject to the transfer restrictions as described under “Principal Shareholders — Transfers of Founder Shares, Private Placement Units and Restricted Class A Shares”.

Certain institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which we refer to as the “sponsor non-managing members” throughout this prospectus, have expressed an interest to purchase non-managing membership interests in our sponsor reflecting interests in an aggregate of (i) 375,000 of the 468,750 private placement units to be purchased by our sponsor) and (ii) 750,000 of the 937,500 restricted Class A shares to be purchased by our sponsor, at a price of $10.00 per interest in each private placement security ($3,000,000 in the aggregate), in private placements that will close simultaneously with the closing of this offering. Subject to each sponsor non-managing member purchasing interest in the sponsor representing the private placement securities allocated to it in connection with the closing of this offering, the sponsor will issue non-managing membership interests at a nominal purchase price to the sponsor non-managing member reflecting interests in an aggregate of 3,000,000 founder shares. Subject to the consummation of the Private Placements, the sponsor will distribute 300,000 founder shares for a nominal purchase price to the Private Placement Investor.

The interests of the members of the sponsor are denominated in three classes of membership interest units: (i) class A membership units representing interests in the founder shares, (ii) class B membership units that will represent an interest in the private placement units, and (iii) class C membership units that will represent an interest in the restricted Class A shares. The class B membership units are further subdivided into two series: (i) class B-1 membership units that will represent an interest in the private placement units and which will be subject to forfeiture and amendment, and (ii) class B-2 membership units that will represent an interest in the private placement units and which will not be subject to forfeiture and amendment. Any sponsor non-managing member that may join the sponsor concurrently with this offering will hold membership units representing their proportional interest in the founder shares and private placement units, and the sponsor non-managing members will also hold membership units representing their proportional interest in the restricted Class A shares.

The sponsor non-managing members and the Private Placement Investor have expressed to us an interest in purchasing up to an aggregate of approximately units in this offering at the offering price (assuming the exercise in full of the underwriters’ over-allotment option). While there is no limit on the number of units that may be purchased by any of the sponsor non-managing members or the Private Placement Investor, none of the sponsor non-managing members or the Private Placement Investor has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the sponsor non-managing members or the Private Placement Investor will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the sponsor non-managing members or the Private Placement Investor will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, sponsor non-managing members and the Private Placement Investor may determine to purchase a different number of units in this offering, or none at all. In addition, the underwriters have full discretion to allocate the units to investors and may determine to sell a different number of units to the sponsor non-managing members or the Private Placement Investor, including above 9.9% or none at all. None of the sponsor non-managing members have any obligation to vote any of their public shares in favor of our initial business combination. Nevertheless, the sponsor non-managing members may have different interests than other public shareholders and may be incentivized to vote any of their public shares in favor of a business combination due to their indirect ownership in the founder shares, private placement units and restricted Class A shares. The sponsor non-managing members will also hold membership units representing their proportional interest in the restricted Class A shares. For a discussion of certain additional arrangements with the sponsor non-managing member, see “Summary — The Offering — Expressions of Interest.”

Commencing on the date on which our securities are listed on Nasdaq, we will pay an affiliate of our sponsor $15,000 per month for office space, administrative and shared personnel support services. See “Summary — Our Sponsor” on page 6 for more information. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $2,500,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of our sponsor. In addition, after the completion of this offering, our board of directors may approve additional working capital loans from our sponsor or third parties for the purpose of funding working capital, which loans may be converted into our private units, shares, rights or warrants.

Because our initial shareholders, either directly or indirectly, acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, the Class A ordinary shares issuable in connection with the exercise of the private placement warrants and private placement rights, as well as any Class A ordinary shares issued in connection with conversion of working capital loans (as described in this prospectus), may result in material dilution to our public shareholders. See “Risk Factors — Risks Relating to our Sponsor, Advisors and Management Team — The nominal purchase price paid by our sponsor for the founder shares and the vesting of the restricted Class A shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially” on page 81, “— Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks” on page 92, “— Our initial shareholders, either directly or indirectly, paid an aggregate of $25,000, or approximately $0.0043 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B ordinary shares” on page 93 and “— Unlike many other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination” on page 94; See also “Description of Securities — Warrants — Private placement units” on page 181.

The following table illustrates the difference between the public offering price and our net tangible book value (NTBV), as adjusted to give effect to this offering and to redemptions of our public shares at varying levels, assuming the full exercise and no exercise of the over-allotment option. The following table gives effect to the limitation under our amended and restated memorandum and articles of association that will prohibit redemptions in an amount that would cause our net tangible assets to be less than $5,000,001. See “Summary — Dilution” on page 56 and “Dilution” on page 111 for more information.

Our sponsor, members of our management team and our independent directors (as consideration for each such director’s service as a director, as further discussed in this prospectus), will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and members of our management team on one hand, and purchasers in this offering on the other. See “Summary — The Offering — Conflicts of interest” on page 52, “Proposed Business — Our Sponsor” on page 121, “Proposed Business — Sourcing of Potential Business Combination Targets” on page 138 and “Management — Conflicts of Interest” on page 169.

Our sponsor is supported by affiliates of Meteora Capital, LLC (“Meteora”), an investment adviser specializing in investments related to special purpose acquisition companies (“SPACs”), and Meridien Peak, a New Jersey limited liability company (“Meridien Peak” and together with Meteora, the “Advisors”). The Advisors’ principals have previous experience across the full lifecycle of SPACs, from the initial public offering to the de-SPAC business combination process. Meteora will act as an advisor to us and our sponsor pursuant to a consulting agreement we have entered into with Meteora and filed herewith. Meteora will be paid by us for such consulting services. Meridien Peak will also act as an advisor to us and our sponsor pursuant to a consulting agreement entered into by Meridien Peak and our sponsor. Our sponsor shall be exclusively responsible for any payments made to Meridien Peak in consideration for the consulting services Meridien Peak provides and such consideration will include a certain number of our founder shares, as further discussed in this prospectus. Meteora has also expressed an interest in purchasing public units from the underwriters in this offering at the offering price. If Meteora does decide to purchase units in this offering, it will have full discretion to purchase any amount of the units that the underwriters decide, in their discretion, to allocate to Meteora. Meridien Peak has not committed to or expressed an interest in purchasing any units in this offering, either directly or indirectly, provided however, that Meridien Peak may decide, in its own discretion, to purchase units in this offering notwithstanding its commitments under the written agreements with our sponsor. Because Meridien Peak will, pursuant to its consulting agreement with our sponsor, hold a certain number of our founder shares, it may be incentivized to vote any founder shares and public shares held by it in favor of our initial business combination. Further, because Meridien Peak will hold founder shares and also provide advisory services to our sponsor, it may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. See “Risk Factors - Risks Relating to our Sponsor, Advisors and Management Team - Since our initial shareholders including any sponsor non-managing members, will lose their entire investment in us if our initial business combination is not completed, and because our sponsors, officers and directors and any other holder of our founder shares, including any sponsor non-managing members, directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto” on page 83. Neither Meteora nor Meridien Peak is a broker-dealer or affiliated with one, and neither is acting as an underwriter in connection with this offering.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

Sole Book-Running Manager

D. Boral Capital LLC

The date of this prospectus is , 2025.

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.