Globa Terra Acquisition Corp

DEF 14A 1 ny20083478x3_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

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GLOBA TERRA ACQUISITION CORPORATION

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Globa Terra Acquisition Corporation Shareholder:

On behalf of our board of directors (the “Board”), you are cordially invited to attend an extraordinary general meeting of the shareholders (the “Meeting”) of Globa Terra Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we,” “us” or “our”), which will be held on November 9, 2026, at 10:00 a.m., Eastern Time, at the offices of Paul Hastings LLP, located at 200 Park Avenue, New York, NY 10166, or at such other time, on such other date and at such other place to which the Meeting may be adjourned or postponed.

Even if you plan to attend the Meeting, it is strongly recommended that you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote. You will be able to vote your shares online by visiting www.proxyvote.com.

The accompanying proxy statement (the “Proxy Statement”) is dated October 26, 2026, and is first being mailed to our shareholders on or about October 26, 2026. The accompanying Proxy Statement describes the business we will conduct at the Meeting and provides information about us that you should consider when you vote your shares. The Meeting will be held for the purpose of considering and voting on the following proposals (the “Proposals”):

The Adjournment Proposal will only be presented at the Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve the Extension Proposal or where the Board has determined before the Meeting that it is not necessary or no longer desirable to proceed with the Extension Proposal.

Each of the Proposals is more fully described in the accompanying Proxy Statement; please take the time to read carefully each of the Proposals before you vote.

The Memorandum and Articles of Association provide that we initially had until October 9, 2026 (the date that is 15 months after the consummation of the initial public offering of the Company (the “IPO”)) to complete a Business Combination, and that we may, by resolution of the Board if requested by our sponsor, Globa Terra Management LLC, a Cayman Islands limited liability company (the “Sponsor”), extend that period up to two times, each by an additional three months (for a total of up to 21 months after the consummation of the IPO, or until April 9, 2027), without a shareholder vote, subject to the Sponsor depositing $1,749,955 (representing $0.10 per unit sold in the IPO) into the Trust Account (as defined below) for each three-month extension (each, a “Existing Paid Extension”). We refer to the period that we have to complete a Business Combination under the Memorandum and Articles of Association as currently in effect as the “Combination Period.” As of the date of this Proxy Statement, no Existing Paid Extension has been effected.

The purpose of the Extension Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a Business Combination. While we currently have until the end of the Combination Period to consummate a Business Combination, the Board has determined that it is in our best interests to seek an extension of the Combination Period that provides us with additional time to consummate a Business Combination beyond the Current Deadline, on a month-to-month basis, without the Sponsor funding the Existing Paid Extensions. Without the Extension, the Board believes that there will not be sufficient time to complete a Business Combination before the Company (i) ceases all operations except for the purpose of winding up, (ii) redeems Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”), sold as part of the units in the IPO (the “Public Shares”), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidates and dissolves, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law, pursuant to the Memorandum and Articles of Association. If that were to occur, we would be precluded from completing a Business Combination and would be forced to liquidate, and shareholders would not have the opportunity to participate in any Business Combination.

As contemplated by the Memorandum and Articles of Association, the holders of Public Shares (the “Public Shareholders”) may elect (the “Election”) to redeem their Public Shares, if the Extension Proposal is approved, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established to hold the proceeds of the IPO and a portion of the proceeds of the private placements (“Private Placements”) consummated simultaneously with the IPO (the “Trust Account”), including interest earned on the funds held in the Trust Account, divided by the number of then outstanding Public Shares, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Extension Amendment (the “Redemption”), regardless of whether or how such Public Shareholders vote in regard to the Extension Proposal. If the Extension Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if we have not completed a Business Combination by the Extended Date.

To make the Election, you must demand that we redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public Shares to our transfer agent following the deposit of the Initial Extension Payment (as defined below) into the Trust Account. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If your Public Shares are held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to make the Election.

As of October 22, 2026, based on funds in the Trust Account of approximately $183,494,916 as of such date, the pro rata portion of the funds available in the Trust Account for the Redemption was approximately $10.48 per Public Share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes). The closing price of the Class A Ordinary Shares as reported on the Nasdaq Global Market (“Nasdaq”) on October 23, 2026 was $10.48. We cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares. We believe that such redemption right enables our Public Shareholders to determine whether or not to sustain their investments for an additional period if we do not complete a Business Combination on or before the Current Deadline.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be significantly less than the approximately $183,494,916 that was in the Trust Account as of October 22, 2026. In such event, we may need to obtain additional funds to complete a Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Proposal is approved, the Board will have the sole discretion whether to elect each Additional Extension Period (as defined below) and may determine at any time not to extend further, in which case we will wind up, liquidate and dissolve in accordance with the Memorandum and Articles of Association.

If the Extension Proposal is approved, the Extension will be implemented in three steps. First, the Combination Period will be extended by one month, from October 9, 2026 to November 9, 2026 (the “Initial Extension Period”). If, and only if, the Extension Proposal is approved, the Sponsor or its affiliates or designees will deposit into the Trust Account $0.03 for each Public Share in issue as of the date of the Meeting (the “Initial Extension Payment”) within two business days following the Meeting and prior to the redemption of any Public Shares in connection with the Extension. The Initial Extension Payment is triggered solely by the approval of the Extension Proposal at the requisite threshold and not by how any individual holder votes. Every Public Share in issue as of the date of the Meeting will participate in the Initial Extension Payment, whether or not such Public Share is subsequently redeemed and irrespective of whether or how its holder voted. If the Extension Proposal is not approved, no Initial Extension Payment will be made. Second, following the deposit of the Initial Extension Payment, all Public Shareholders will have the right to redeem their Public Shares at a per-share price that includes their pro rata portion of the Initial Extension Payment (if the Extension Proposal is approved). Redeeming Public Shareholders will receive their pro rata portion of the funds in the Trust Account as promptly as practicable following the Redemption Deadline (as defined below). Third, following the Initial Extension Period, the Board may, in its sole discretion, further extend the Combination Period on a month-to-month basis for up to eight (8) additional one-month periods (each, an “Additional Extension Period” and, together with the Initial Extension Period, each an “Extension Period”), through the Extended Date. For each Additional Extension Period, the Sponsor or its affiliates or designees must deposit into the Trust Account the lesser of (x) $0.04 for each Public Share that has not been redeemed, and (y) $50,000 (each such deposit, a “Contribution”), solely for the benefit of the holders of such non-redeemed Public Shares, until the earliest of (x) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a Business Combination, (y) the Extended Date and (z) the date on which the Board determines, in its sole discretion, to no longer seek a Business Combination. Accordingly, the amount deposited per Public Share for each Additional Extension Period will depend on the number of Public Shares that remain outstanding after the Redemption, and Public Shares that have been redeemed will not participate in any Contribution. If 1,250,000 or fewer Public Shares remain outstanding, the Contribution will be $0.04 per Public Share for each Additional Extension Period, or up to $0.32 per Public Share if all eight Additional Extension Periods are elected. If more than 1,250,000 Public Shares remain outstanding, the Contribution will be $50,000 for each Additional Extension Period, or up to $400,000 in the aggregate if all eight Additional Extension Periods are elected, and the amount deposited per Public Share will be proportionately lower. For example, if no Public Shares are redeemed and all 17,499,550 Public Shares remain outstanding, the Contribution would be approximately $0.003 per Public Share for each Additional Extension Period. Because the Initial Extension Payment will be deposited into the Trust Account in respect of all 17,499,550 Public Shares in issue as of the date of the Meeting before any redemptions, the aggregate Initial Extension Payment will be approximately $524,987, and the per-share redemption price payable in the Redemption will be increased by $0.03. Each Contribution is due monthly on the second business day of the beginning of each Additional Extension Period. If the Sponsor fails to deposit a required Contribution when due, the Combination Period will not be extended for the applicable Additional Extension Period and we will be required to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve. By comparison, under the Memorandum and Articles of Association as currently in effect, the Sponsor would be required to deposit $1,749,955 ($0.10 per unit sold in the IPO) into the Trust Account for each three-month Existing Paid Extension. If the Extension Proposal is approved, the Existing Paid Extension mechanism will no longer apply.

The Initial Extension Payment will be deposited into the Trust Account within two business days following the date of the Meeting and prior to the redemption of any Public Shares. We intend to deposit each Contribution into the Trust Account within two business days of the beginning of the Additional Extension Period to which such Contribution relates. The Sponsor will not make the Initial Extension Payment or any Contribution unless the Extension Proposal is approved. The Board will have the sole discretion whether to extend the time we have to consummate a Business Combination for each Additional Extension Period. If the Board determines not to extend the time we have to consummate a Business Combination for an Additional Extension Period, or if a required Contribution is not deposited when due, (i) the additional Contributions will terminate and (ii) we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days after the end of the last applicable Extension Period, redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Memorandum and Articles of Association and subject to the approval of our remaining shareholders and our Board, liquidate and dissolve the Company thereafter.

The Adjournment Proposal, if adopted, will allow the Meeting to be adjourned to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies or if the Board determines before the Meeting that it is not necessary or no longer desirable to proceed with the Extension Proposal.

If the Extension Proposal is approved, we will, pursuant to the terms of the Investment Management Trust Account Agreement, dated July 8, 2025 (the “Trust Agreement”), by and between us and Odyssey Transfer and Trust Company (“Odyssey”), as trustee, remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed multiplied by the per-share redemption price described above, and deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds will remain in the Trust Account and be available for our use to complete a Business Combination on or before the Extended Date. Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on a Business Combination through the Extended Date, if the Extension Proposal is approved.

If the Extension Proposal is not approved, or we are otherwise unable to complete the Extension, and a Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Memorandum and Articles of Association, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants or rights, which will expire worthless if we fail to complete a Business Combination within the Combination Period. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Class B ordinary shares of the Company (together with Class A Ordinary Shares, “Ordinary Shares”), the private placement units issued in the Private Placements (“Private Placement Units”) or the restricted Class A shares of the Company (“Restricted Class A Shares”). As a consequence, a liquidating distribution will be made only with respect to Public Shares.

Subject to the foregoing, the approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote by proxy or in person at the Meeting.

Approval of the Adjournment Proposal, if presented, requires an ordinary resolution under the Memorandum and Articles of Association, being the affirmative vote of a simple majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote by proxy or in person at the Meeting.

The Board has fixed the close of business on October 12, 2026 (the “Record Date”) as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment or postponement thereof. Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment or postponement thereof.

You are not being asked to vote on a Business Combination at this time. If the Extension Proposal is approved and you do not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination, you will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.

We believe that it is in the best interests of our shareholders that we obtain the Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” such Proposals.

Under the Memorandum and Articles of Association, no other business may be transacted at the Meeting, or any adjournment or postponement thereof.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Alliance Advisors, LLC (the “Solicitation Agent”) to assist in the solicitation of proxies for the Meeting. We have agreed to pay the

Solicitation Agent approximately $25,000 in connection with such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and the Management may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners (as defined in the section of the Proxy Statement entitled “Questions and Answers About the Meeting”). While the payment of these expenses will reduce the cash available to us to consummate a Business Combination, we do not expect such payments to have a material effect on our ability to consummate a Business Combination.

Enclosed is the Proxy Statement containing detailed information concerning the Proposals and the Meeting. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions to our management at the Meeting.

Your vote is very important. Whether or not you plan to attend the Meeting, if you are a shareholder as of the Record Date, please vote as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented and voted at the Meeting. If you fail to vote by proxy or in person at the Meeting, your shares will not be counted for the purposes of determining whether the Proposals are approved by the requisite majorities. Abstentions and broker non-votes will be considered present for purposes of establishing a quorum, but will not count as votes cast and will have no effect on the outcome of the vote on any of the Proposals. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on November 9, 2026: This Notice of Meeting and the accompanying Proxy Statement are available at www.proxyvote.com.