GLOBA TERRA ACQUISITION CORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(MARK ONE)
For the quarterly period ended
September 30,
2025
For the transition period from to
Commission file number:
001-42736
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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+
52 55
8975 9325
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each
exchange
on which
registered
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The
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The
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The
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The
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 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.
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Large accelerated filer
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Accelerated filer
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Smaller reporting company
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Emerging growth company
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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 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No ☐
As of November 18, 2025, there were
17,893,817
Class A ordinary shares, $0.0001 par value and
5,833,183
Class B ordinary shares, $0.0001 par value, issued and outstanding.
GLOBA TERRA ACQUISITION CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025
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Page
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Part I. Financial Information
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1
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2
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GLOBA TERRA ACQUISITION CORPORATION
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September 30,
2025
(Unaudited)
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December 31,
2024
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ASSETS
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Current Assets:
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Cash
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$ |
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$ |
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Prepaid expenses
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Total Current Assets
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Investment held in trust
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Deferred offering costs
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Total Assets
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$
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
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Current Liabilities:
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Accrued expenses
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$
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$ |
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Accrued offering costs
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Total Current Liabilities
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Long-Term Liabilities:
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Accrued offering costs
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Total Liabilities
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Commitments and contingencies (Note 6)
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Class A ordinary shares, $
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Shareholders’ Equity (Deficit):
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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Total Shareholders’ Equity (Deficit)
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(
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Total Liabilities and Shareholders’ Equity (Deficit)
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$ |
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$ |
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The accompanying notes are an integral part of these condensed unaudited financial statements.
GLOBA TERRA ACQUISITION CORPORATION
(UNAUDITED)
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For the Three
Months Ended
September 30,
2025
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For the Nine
Months Ended
September 30, 2025
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Expenses
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Formation and operating expenses
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$
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$
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TOTAL EXPENSES
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OTHER INCOME
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Income earned on investment held in trust
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TOTAL OTHER INCOME
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Net Income
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$
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$
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Weighted average of redeemable shares outstanding basic and diluted
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Basic and diluted net income per ordinary share
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$
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$
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Weighted average of non-redeemable shares outstanding basic and diluted
(1)(2)
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Basic and diluted net loss per ordinary share
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$
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(
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)
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$
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(
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)
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The accompanying notes are an integral part of these condensed unaudited financial statements.
GLOBA TERRA ACQUISITION CORPORATION
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
(UNAUDITED)
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Class A
Ordinary
Shares
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Class B
Ordinary Shares
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Additional
Paid-In
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Accumulated
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Total Shareholders’
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||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit | Equity (Deficit) | ||||||||||||||
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Balance, December 31 2024
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$
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$
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$
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$
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Net loss
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— |
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— |
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Balance, March 31, 2025
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Net loss
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— |
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—
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Balance, June 30, 2025
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Proceeds from private placement
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—
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Public warrants, fair value
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— |
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—
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Public rights, fair value
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— |
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—
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Offering costs allocated to private placement
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— |
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—
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(
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(
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Accretion of carrying value to redemption value
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— |
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—
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(
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(
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(
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Net income
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— |
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—
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Balance, September 30, 2025
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$ |
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$
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$
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(
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$ |
(
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The accompanying notes are an integral part of these condensed unaudited financial statements.
GLOBA TERRA ACQUISITION CORPORATION
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(UNAUDITED)
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Cash Flows from Operating Activities:
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Net income
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$
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Interest earned on investment held in trust
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(
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Changes in assets/liabilities to reconcile net income to net cash used in operating activities:
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Prepaid expenses
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(
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Accrued expenses
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Net Cash Used in Operating Activities
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(
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Cash Flows from Investing Activities:
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Proceeds from IPO deposited into trust
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(
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Net Cash Used in Investing Activities
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(
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Cash Flows from Financing Activities:
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Proceeds from issuance of Class A ordinary shares
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Proceeds from private placement
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Payment of offering costs
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(
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Net Cash Provided by Financing Activities
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Net change in cash
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Cash at beginning of period
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Cash at end of period
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$
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Supplemental Schedule of Non-Cash Financing Activities:
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Accretion of Class A ordinary shares subject to possible redemption
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$
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Unpaid offering costs
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$
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The accompanying notes are an integral part of these condensed unaudited financial statements.
GLOBA TERRA ACQUISITION CORPORATION
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
Globa Terra Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 18, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one
or more businesses (the “Business Combination”).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, however, it intends to focus its search on high
potential businesses based in North America. The Company is an early-stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.
As of September 30, 2025, the Company had not commenced any operations. All activity for the period from October 18, 2024 (inception) through September 30, 2025 relates to the
Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The
Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On July 10, 2025, the Company consummated its Initial Public Offering of
17,499,550
units, including the full exercise of the over-allotment option for
2,282,550
units (the “Units” and, with respect to the Class A ordinary shares (as defined below) included in the Units offered, the “Public Shares”) at $
10.00
per Unit, generating gross proceeds to the Company of $
174,995,500
(the “Public Proceeds”).
Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of (i)
394,267
private placement units (the “Private Placement Units”) and (ii)
788,534
Class A ordinary shares, which shares would vest only upon the consummation of the initial Business Combination (each, a “Restricted Class A Share” and the Restricted Class A Shares collectively with the Private Placement Units, the “Private Placement Securities”) to Globa Terra Management LLC (the “Sponsor”) and
one
institutional investor (the “Private Placement Investor”) for an aggregate purchase price of $
3,154,136
in private placements (the “Private Placements”). For each $
10.00
invested in the Private Placements, the applicable investor will receive (i)
Private Placements Units and (ii)
Restricted Class A Shares.
Transaction costs amounted to $
3,195,665
, consisting of $
750,000
of cash underwriting fee and $
2,445,665
of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the private placement securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with
one
or more operating businesses or assets with a fair market value equal to at least
80
% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the interest income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
50
% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Management has agreed that $
10.00
per Unit sold in the Initial Public Offering, including proceeds of the sale of the private placement securities, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
10.00
per Public Share, plus any pro rata interest then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than any net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives approval by way of an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of the Class A ordinary shares, par value $
0.0001
(the “Class A ordinary shares”) and the Class B ordinary shares, par value $
0.0001
(the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”) as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Articles”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer
rules, the Articles 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 (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem
100
% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.
If the Company has not completed a Business Combination within 15 months from the closing of the Initial Public Offering (or up to 21 months by means of up to two three-month extensions after the closing of this offering by depositing additional funds into the Trust Account, for each three-month extension (the “Combination Period”), the Company 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
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, if any (less up to $
100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants or Rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($
10.00
).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
10.00
per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $
10.00
per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $
10.00
per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern Considerations
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,”
the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or
entities on or before October 9, 2026. In the event that the Company does not complete a business combination by that date and is unable or does not obtain an extension, the Company will cease operations on that date. These matters raise substantial
doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States
and China, the U.S. federal government shutdown, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic
events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict
between Russia and Ukraine, and the rising conflicts in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S.
and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the
Company’s ability to complete a Business Combination and the value of the Company’s securities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements
prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete
presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary
for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
July 9, 2025, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on July 10, July 16, and July 24, 2025. The interim results for the three and nine months ended September 30, 2025, are not necessarily indicative of the
results to be expected for the year ending December 31, 2025 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our
Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has
elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or
revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company
which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in
formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit and investment held in the trust with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit. As of September 30, 2025, the cash held in excess of the FDIC limit was $
441,042
. As of September 30, 2025, the investment held in the trust in excess of the SIPC limit was $
176,413,659
. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did
no
t have any cash equivalents as of September 30, 2025 and December 31, 2024.
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering” and Topic 5T – “Accounting for Expenses or Liabilities
Paid by Principal Stockholder(s).”
Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering, which include professional and registration fees incurred. Deferred offering costs, together with the underwriting discounts and commissions, will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. As of September 30, 2025 and December 31, 2024, the Company had deferred offering costs of $
0
and $
575,339
, respectively.
Certain service providers have agreed to defer the payment of certain fees and expenses until the completion of the Initial Business Combination. The amount as of September 30, 2025 and December 31, 2024 was $
966,457
and $
0
, respectively.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no
unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently,
income taxes are not reflected in the Company’s unaudited condensed financial statements.
Net Income (Loss) per Ordinary Share
Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option. At September 30, 2025 and December 31, 2024, the Company did
not
have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30, 2025
|
September 30, 2025
|
|||||||||||||||
|
Redeemable
|
Non-
redeemable
|
Redeemable
|
Non-
redeemable
|
|||||||||||||
|
Basic and diluted net income (loss) per share of common stock numerator:
|
||||||||||||||||
|
Interest income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Less: Allocation of expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||
|
|
||||||||||||||||
|
Basic and diluted net income (loss) per share of common stock denominator:
|
||||||||||||||||
|
Weighted-average shares outstanding
|
|
|
|
|
||||||||||||
|
Basic and diluted net income (loss) per share of common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||
Investment Held in Trust Account
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the
unaudited condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date.
GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| • |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
| • |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
| • |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one
or more significant inputs or significant value drivers are unobservable.
|
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized
in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815,
“Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in
the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting
period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Instruments
The Company accounts for the Public Warrants issued in connection with the Initial Public Offering and the private placement warrants included in the Private Placement Units in accordance with the
guidance contained in FASB ASC 815, “Derivatives and Hedging.” Under ASC 815-40, the Public Warrants (as defined below) and the private placement warrants meet the criteria for equity treatment and as such will be recorded in shareholder’s equity. If
the Public Warrants and private placement warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the unaudited condensed statements of operations.
Rights
The Company accounts for the Rights issued in connection with the Public Offering and the private placement rights included in the Private Placement Units in accordance with the guidance contained
in FASB ASC 815,“Derivatives and Hedging.” Under ASC 815-40, the Rights (as defined below) and the private placement rights meet the criteria for equity treatment and as such will be recorded in shareholder’s equity. If the Rights and private
placement rights no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the unaudited condensed statements of operations.
Class A Ordinary Shares Subject to Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with
the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies the Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public
Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and
accumulated deficit. Accordingly, on September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed
balance sheet.
On September 30, 2025, the Class A ordinary shares subject to redemption reflected in the unaudited condensed balance sheet are reconciled in the following table:
|
Gross proceeds
|
$
|
|
||
|
Less: Proceeds allocated to public warrants
|
(
|
)
|
||
|
Less: Proceeds allocated to public rights
|
(
|
)
|
||
|
Less: Offering costs allocated to public shares
|
(
|
)
|
||
|
Add: Accretion of carrying value to redemption value
|
|
|||
|
Class A ordinary shares subject to possible redemption July 10, 2025
|
|
|||
|
Add: Accretion of carrying value to redemption value
|
|
|||
|
Class A ordinary shares subject to possible redemption September 30, 2025
|
$
|
|
Recent Accounting Standards
In November 2023, the FASB issued Accounting Standards Update 2023-07 — Segment Reporting — Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This update requires public entities to disclose their significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. As of September 30, 2025, the Company reported its operations as a
reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures. See Note 9 for further information.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial
statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold
17,499,550
Units (including the full exercise of the over-allotment option for
2,282,550
units) at a purchase price of $
10.00
per Unit. Each Unit consists of
one
Class A ordinary share,
of one redeemable warrant (“Public Warrant”) and
one
Right entitling the holder to receive
(1/10) of
one
Class A share, so the holder must hold Rights in multiples of
10
in order to receive shares for all of their Rights upon closing of a Business Combination (“Right”). Each whole Public Warrant will entitle the holder to purchase
one
Class A ordinary share at a price of $
11.50
per share, subject to adjustment (see Note 8).
NOTE 4 — PRIVATE PLACEMENTS
Simultaneously with the closing of the Initial Public Offering the Sponsor and the Private Placement Investor purchased an aggregate of (i)
394,267
Private Placement Units and (ii)
788,534
Restricted Class A Shares, which shares would vest only upon the consummation of the initial Business Combination, at a combined price of $
10.00
per Private Placement Security for an aggregate of $
3,154,136
(whether or not the underwriters’ over-allotment option is exercised). The Sponsor purchased
285,413
private placement securities, consisting of (a)
356,767
Private Placement Units and (b)
713,534
restricted Class A shares, for an aggregate purchase price of $
2,854,136
. The Private Placement Investor purchased directly from the Company 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
. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), the Founder Shares (as defined below) and private placement shares will not be entitled to liquidating distributions from the Trust Account, the private placement warrants and private placement rights will expire worthless and the Restricted Class A Shares will not vest. The Private Placement Units (including the private placement shares, the private placement warrants, the Class A ordinary shares issuable upon exercise of the private placement warrants, the private placement rights, and the Class A ordinary shares issuable upon exercise of the private placement rights) will not be transferable, assignable or salable until 180 days after the completion of an initial Business Combination and the Restricted Class A Shares will not be transferable assignable or salable until 90 days after the completion of an initial Business Combination, subject to certain exceptions.
Certain institutional investors (none of which are affiliated with any member of management, the Sponsor or any other investor), purchased non-managing membership interests in the Sponsor reflecting interests in an aggregate of (i)
212,500
of the
356,767
private placement units to be purchased by the Sponsor) and (ii)
425,000
of the
713,534
restricted Class A shares to be purchased by the Sponsor, at a price of $
10.00
per interest in each private placement security ($
1,700,000
in the aggregate), in private placements that closed simultaneously with the closing of the Initial Public 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 the Initial Public 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
1,700,000
founder shares.
Each Private Placement Unit consists of
one
private Class A ordinary share,
of
one
private placement warrant, and
one
private placement right to receive
(1/10) of a Class A ordinary share upon the consummation of an initial business combination.
In connection with the Private Placement, the Sponsor sold
300,000
Founders Shares that were owned by the Sponsor to the Private Placement Investors for $
1,500
. The estimated fair value of these shares is $
360,000
.
NOTE 5 — RELATED PARTIES
Founder Shares
On October 18, 2024, the Sponsor received
7,187,500
of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $
25,000
to a vendor. On March 25, 2025, the Sponsor surrendered
1,354,317
Founder Shares for
no
consideration and thereafter held
5,833,183
Founder Shares. Shares and associated accounts have been retroactively restated to reflect the surrender of
1,354,317
Class B ordinary shares to the Company for
no
consideration on March 25, 2025.
Up to
760,850
Founder Shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will collectively represent
25
% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.
No
Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option.
On May 14, 2025 and June 11, 2025, the Sponsor transferred an aggregate of
418,188
of its Founder Shares to the Company’s independent directors and certain members of the Company’s management team for their services. The estimated fair value of these shares is $
501,826
. On May 30, 2025, the Sponsor transferred an additional
87,500
of its Founder Shares to Meridien Peak as consideration for consulting services. The estimated fair value of these shares is $
105,000
.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A)
one year
after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $
11.50
per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
General and Administrative Services
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $
15,000
for office space, administrative and shared personnel support services. For the three and nine months ended September 30, 2025, the Company incurred expenses of $
40,000
related to this agreement.
Related Party Notes
On April 16, 2025 and June 12, 2025, the Company entered into notes payable with the Sponsor for $
300,000
and $
450,000
, respectively. The Company notes were non-interest bearing with a maturity date that is the earlier of December 31, 2025 or the date the Company completes an IPO. As of the date of the IPO, the Company had $
450,000
outstanding on these notes, which was repaid in connection with the Private Placement.
Consulting Agreements
The Sponsor is supported by affiliates of Meteora Capital, LLC (“Meteora”), and Meridien Peak, (“Meridien Peak” and together with Meteora, the “Advisors”).
Meteora acts as an advisor to the Company and the Sponsor pursuant to a consulting agreement. In connection with the IPO and Private Placement, the Company incurred issuance costs of $
150,000
, of which $
150,000
was paid from the proceeds of the Private Placement.
Meridien Peak also acts as an advisor to the Company and the Sponsor pursuant to a consulting agreement entered into by Meridien Peak and the Sponsor. In connection with the IPO and Private Placement, the Company incurred issuance costs of $
462,915
. In addition to these amounts, the Sponsor also transferred
87,500
Founders Shares to Meridian upon consummation of the IPO. These shares have an estimated fair value of $
105,000
.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) Founder Shares, (ii) the Class A ordinary shares included in the Private Placement Units, Private Placement Warrants included in the Private Placement Units, and the Class A
ordinary shares issuable upon exercise of such Private Placement Warrants, the Private Placement Rights and the Class A ordinary shares issuable upon exercise of such Private Placement Rights; (iii) Restricted Class A Shares, and (iv) any Private
Placement Units that may be issued upon conversion of Working Capital Loans and their permitted transferees will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial
Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands,
excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business
Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any
registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting Agreement
The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase
2,282,550
additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter fully exercised the over-allotment option on July 9, 2025.
The underwriter received a cash underwriting commission of $
750,000
, paid upon the closing of the Initial Public Offering.
NOTE 7 — SHAREHOLDER’S EQUITY (DEFICIT)
Preferred Shares — The Company is authorized to issue
1,000,000
preference shares with a par value of $
0.0001
per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025 and December 31, 2024, there were
no
preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue
200,000,000
Class A ordinary shares with a par value of $
0.0001
per share. Holders of Class A ordinary shares are entitled to
one
vote for each share. As of September 30, 2025 and December 31, 2024, there were
394,267
and
0
Class A ordinary shares issued or outstanding (excluding the
17,499,550
shares subject to possible redemption).
Class B Ordinary Shares — The Company is authorized to issue
20,000,000
Class B ordinary shares with a par value of $
0.0001
per share. Holders of Class B ordinary shares are entitled to
one
vote for each share. As of September 30, 2025 and December 31, 2024, there were
5,833,183
Class B ordinary shares issued and outstanding, up to
760,850
of which are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised.
No
Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option on July 9, 2025. On March 25, 2025, the Sponsor returned to the Company, at no cost, an aggregate of
1,354,317
founder shares, which the Company cancelled. Shares and associated accounts have been retroactively restated to reflect the surrender of
1,354,317
Class B ordinary shares to the Company for
no
consideration on March 25, 2025. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.
In connection with our initial Business Combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or
other corporate governance arrangements that differ from those in effect upon completion of this offering.
The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of
into Class A ordinary shares (which such Class A ordinary shares issued upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial Business Combination) at the time of our initial Business Combination.
NOTE 8 — WARRANTS
There were
13,420,363
and
0
warrants outstanding as of September 30, 2025 and December 31, 2024, respectively. Public Warrants may only be exercised for a whole number of shares. Commencing on July 25, 2025, holders of the Units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares, Public Warrants and Rights to received
of
one
Class A ordinary share included in the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and 12 months after this registration statement is declared effective by the SEC. The Public Warrants will expire
five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to issue any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a
registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to
the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to
holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts
to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per Class A ordinary share Equals or Exceeds $
18.00
— Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
| • |
in whole and not in part;
|
| • |
at a price of $0.01 per Public Warrant;
|
| • |
upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and
|
| • |
if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganization, recapitalizations and the like)
for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
|
If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under
all applicable state securities laws.
If the Company calls the Public Warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise their warrant following the
notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by
dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in
the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If
its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such
case.
The Company has established the $
18.00
per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $
18.00
redemption trigger price, as well as the $
11.50
Public Warrant exercise price after the redemption notice is issued.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at less than $
9.20
per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial shareholders prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60
% of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 day trading period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $
9.20
per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to
115
% of the greater of the Market Value and the Newly Issued Price, and the $
18.00
per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to
180
% of the greater of the Market Value and the Newly Issued Price.
The private placement warrants included in the Private Placement Units are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the private
placement warrants and the Class A ordinary shares issuable upon the exercise of the private placement warrants will not be transferable, assignable or saleable until 180 days after the completion of a Business Combination, subject to certain limited
exceptions.
NOTE 9 — SEGMENT INFORMATION
ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major
customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated
by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
one
reporting segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statement of operations as
net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key
metrics included in net income or loss and total assets.
Formation and operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation and operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operating expenses, as reported on the unaudited condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
|
As of
September
30,
2025
|
||||
|
Cash
|
$
|
|
||
|
Prepaid expenses
|
|
|||
|
Investment held in trust
|
|
|||
|
Total Assets
|
$
|
|
||
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this
review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Globa Terra Acquisition Corporation. References to our “management” or our “management team” refer to our officers and
directors and references to the “Sponsor” refer to Globa Terra Management LLC, a Cayman Islands limited liability company. The following discussion and analysis of the Company’s financial condition and results of operations should be read in
conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and
uncertainties.
Cautionary Note Regarding Forward-Looking Statements
Some statements contained in this Quarterly Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes,
beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward- looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Quarterly Report may include, but not limited to, statements about:
| • |
our ability to select an appropriate target business or businesses;
|
| • |
our ability to complete an initial business combination, which is impacted by various factors;
|
| • |
our expectations around the performance of a prospective target business or businesses or of markets or industries;
|
| • |
the potential liquidity and trading of our public securities;
|
| • |
the past performance of our directors, executive officers and their affiliates may not be indicative of future performance of an investment in us;
|
| • |
the lack of a market for our securities;
|
| • |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
| • |
the trust account not being subject to claims of third parties;
|
| • |
the trust account not being subject to claims of third parties; and
|
| • |
our financial performance following our initial public offering.
|
The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that
future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “
Risk
Factors
” in our final prospectus for our Initial Public Offering filed (as defined below) with the Securities and Exchange Commission (the “SEC”) on July 9, 2025. Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on October 18, 2024 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. We intend to effectuate our initial business combination (the “Business Combination”) using cash derived from the proceeds of the Initial Public Offering and the sale of the Private
Placement Securities, our shares, debt or a combination of cash, shares and debt.
As of September 30, 2025, we had cash of $691,042, had positive working capital of $594,021, and had $966,457 of long-term deferred offering costs. Further, we expect to continue to incur significant costs in the pursuit
of our acquisition plans. We cannot assure you that our plans to raise capital or to complete the Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 18, 2024 (inception) through September 30, 2025 have been organizational activities, those
necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent
to the Initial Public Offering, we generate non-operating income in the form of interest income on the investment held in the trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three and nine months ended September 30, 2025, we had net income of $1,312,252, which consisted of interest income earned on the investments in the Trust account of $1,668,159 partially offset
by formation and operating expenses of $355,907.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, our liquidity needs were satisfied through receipt of $25,000 from the sale of Class B ordinary shares, par value $0.0001 per share (the “founder shares”), to the
Sponsor and up to $450,000 in loans from the Sponsor under an unsecured promissory note, as amended from time to time, the balance of which was partial consideration for the Sponsor’s purchase of Private Placement Securities, and therefore deemed
repaid upon the closing of the Initial Public Offering.
On July 10, 2025, we consummated the initial public offering (the “Initial Public Offering”) of 17,499,550 units (the “Units”), including 2,282,550 Units issued pursuant to the exercise of the underwriters’
over-allotment option in full. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Shares”), three-fourths of one redeemable warrant (the “Public Warrants”), with each whole Public Warrant entitling
the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, and one right to receive one-tenth of a Class A Ordinary Share upon our consummation of the Business Combination. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of $174,995,500 (before underwriting discounts and commissions and offering expenses).
Simultaneously with the closing of the Initial Public Offering, we completed the private placements of an aggregate of (a) 394,267 private placement units (the “Private Placement Units”) and (b) 788,534 restricted
Class A ordinary shares (the “Restricted Class A Shares” and, together with the Private Placement Units, the “Private Placement Securities”) at a combined price of $10.00 per Private Placement Security for an aggregate purchase price of $3,154,136
(the “Private Placements”). The Private Placement Units, which were purchased by the Sponsor and an institutional investor, are identical to the Units, except that, they (i), subject to certain limited exceptions, will be subject to transfer
restrictions until 180 days following the consummation of the Business Combination and (ii) will be entitled to registration rights. In addition, the Class A Ordinary Shares underlying the warrants included in the Private Placement Units (the
“Private Placement Warrants”) are not redeemable by the Company. The Restricted Class A Shares are Class A Ordinary Shares that have had their voting, redemption and transfer rights contractually waived until such time as we complete the Business
Combination.
Following the closing of the Initial Public Offering and the Private Placements, a total of $174,995,500 was placed in the Trust Account. We incurred $3,195,665 of transaction costs, consisting of
$750,000 of cash underwriting fee, approximately $462,925 of financial advisor expenses and consulting fees and $1,982,740 of other offering costs and expenses.
For the nine months ended September 30, 2025, cash used in operating activities was $256,543. Net income of $1,312,252 was affected by interest earned on investments held in the Trust Account of
$1,668,159, and net change in operating assets and liabilities of $99,364.
For the nine months ended September 30, 2025, cash used in investing activities was $174,995,500, which is the amount required to be deposited into the
Trust Account from the Initial Public Offering.
For the nine months ended September 30, 2025, cash provided by financing activities was $175,943,085, which is the proceeds from the Initial Public Offering
and the Private Placement, net of offering costs.
As of September 30, 2025, we had cash held in the Trust Account of $176,663,659. We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (which interest shall be net of any franchise and income taxes payable and excluding deferred underwriting commissions, if any), to complete our initial business combination. To
the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2025, we had cash of $691,042 in our operating bank account. We intend to use the funds held outside the trust account primarily to
identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor an affiliate of the Sponsor or certain officers and directors of the Company may, but
are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete the Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that the Business
Combination is not consummated, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,500,000 of such Working Capital
Loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. In addition, our board of directors may approve additional Working Capital Loans from the Sponsor or third parties for the purpose of funding
working capital, which loans may be converted into our private units, shares, rights or warrants. The private units would be identical to the Private Placement Units.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating the Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the Business Combination. Moreover, we may need to obtain
additional financing either to complete the Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of the Business Combination, in which case we may issue additional securities or incur
debt in connection with such Business Combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution, and these securities could have rights that rank senior to our
public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, due to the
anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public
Offering and Private Placements, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy redemptions by public shareholders, we may be required to seek
additional financing to complete such proposed Business Combination. We may also obtain financing prior to the closing of the Business Combination to fund our working capital needs and transaction costs in connection with our search for and
completion of the Business Combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with the Business Combination, any
backstop or similar agreements or otherwise. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of the Business Combination. If we are unable to complete the Business
Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, we may need to obtain
additional financing in order to meet our obligations.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing
arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
We granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,282,550 additional Units at the Initial Public Offering price to cover over-allotments, if any. The
underwriters fully exercised the over-allotment option as of July 9, 2025.
The underwriters were entitled to a cash underwriting discount of $0.05 per Unit, or $750,000, which was paid upon the closing of the Initial Public Offering.
Critical Accounting Estimates
The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and
expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of
September 30, 2025, the fair value of the warrants and rights issued in the IPO were critical estimates.
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information otherwise required under this item.
| Item 4. |
Controls and Procedures
|
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as
appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended September
30, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
| Item 1. |
Legal Proceedings
|
None
| Item 1A. |
Risk Factors
|
Investing in our securities involves a high degree of risk. In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in our final prospectus for our
Initial Public Offering filed with the SEC on July 9, 2025, which could materially affect our business, financial condition, or future results.
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
On October 18, 2024, the Sponsor received 7,187,500 founder shares in exchange for a payment of $25,000. On March 25, 2025, the Sponsor surrendered 1,354,317 founder shares for no consideration and thereafter held
5,833,183 founder shares. Accordingly, the Sponsor’s initial investment in us of $25,000 resulted in an effective purchase price of $0.0043 per share for the 5,833,183 founder shares (up to 760,850 of which were subject to forfeiture by the Sponsor
depending on the extent to which the underwriters’ over-allotment option was exercised). The underwriters fully exercised the over-allotment option as of July 9, 2025. The foregoing issuance of securities was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
On July 10, 2025, we consummated the Initial Public Offering of 17,499,550 Units, including 2,282,550 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per Unit,
generating gross proceeds of $174,995,500. Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placements of an aggregate of (a) 394,267 Private Placement Units and (b) 788,534 Restricted Class A Shares, at a
combined price of $10.00 per Private Placement Security for an aggregate purchase price of $3,154,136. The Private Placement Units, which were purchased by the Sponsor and an institutional investor, are identical to the Units, except that, they (i),
subject to certain limited exceptions, will be subject to transfer restrictions until 180 days following the consummation of the Business Combination and (ii) will be entitled to registration rights. In addition, the Private Placement Warrants are
not redeemable by the Company. The Restricted Class A Shares are Class A Ordinary Shares that have had their voting, redemption and transfer rights contractually waived until such time as we complete the Business Combination. The Private Placements
were made in reliance on an exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S under the Securities Act.
Of the gross proceeds received from the Initial Public Offering and the Private Placements, an aggregate of $174,995,500 was placed in the Trust Account. The proceeds held in the Trust Account will be held or invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the funds in the Trust Account to our shareholders.
We incurred $3,195,665 of transaction costs, consisting of $750,000 of cash underwriting fee, approximately $462,925 of financial advisor expenses and consulting fees and $1,982,740 of other offering
costs and expenses.
For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report on Form 10-Q.
| Item 3. |
Defaults Upon Senior Securities
|
None
| Item 4. |
Mine Safety Disclosures
|
None
| Item 5. |
Other Information
|
| Item 6. |
Exhibits
|
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
|
No.
|
Description of Exhibit
|
|
|
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42736), filed with the SEC on
July 10, 2025).
|
||
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
101.INS
|
Inline XBRL Instance Document.
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
| * |
Filed herewith.
|
| ** |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
|
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
GLOBA TERRA ACQUISITION CORPORATION
|
||
|
Date: November 19, 2025
|
By:
|
/s/ Agustin Tristan Aldave
|
|
Name:
|
Agustin Tristan Aldave
|
|
|
Title:
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
||
|
Date: November 19, 2025
|
By:
|
/s/ Katherine Chiles
|
|
Name:
|
Katherine Chiles
|
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
||
24
TABLE OF CONTENTS
Part I - Financial InformationItem 1. Interim Financial StatementsNote 1 Description Of Organization and Business Operations and Going ConcernNote 2 Summary Of Significant Accounting PoliciesNote 3 Initial Public OfferingNote 4 Private PlacementsNote 5 Related PartiesNote 6 Commitments and ContingenciesNote 7 Shareholder S Equity (deficit)Note 8 WarrantsNote 9 Segment InformationNote 10 Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits