8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

GLOBA TERRA ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +52 55 8975 9325

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

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. ☐

On July 24, 2025, Globa Terra Acquisition Corporation (the “Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), redeemable warrants (“Warrants”) and rights to receive one-tenth (1/10) of one Class A Ordinary Share (“Rights”) included in the Units commencing on July 25, 2025. Each Unit consists of one Class A Ordinary Share, three-fourths of one Warrant with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share, and one Right to receive one-tenth of one Class A Ordinary Share upon the Company’s consummation of an initial business combination. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “GTERU.” Any underlying Class A Ordinary Shares, Warrants and Rights that are separated will trade on Nasdaq under the symbols “GTER”, “GTERW” and “GTERR,” respectively. No fractional Warrants will be issued upon separation of the Units and only Whole warrants will trade. Holders of Units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares, Warrants and Rights.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 24, 2025

Exhibit 99.1

Globa Terra Acquisition Corporation Announces the Separate Trading of Its Class A Ordinary Shares, Warrants and Rights, Commencing on July 25, 2025

Miami, Florida, July 24, 2025 (ACCESS Newswire) – Globa Terra Acquisition Corporation (Nasdaq: GTERU) (the “Company”), a special purpose acquisition company, today announced that, commencing on July 25, 2025, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), redeemable warrants (“Warrants”) and rights to receive one-tenth (1/10) of one Class A Ordinary Share (“Rights”) included in the Units.

The Class A Ordinary Shares, Warrants and Rights received from the separated Units will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “GTER”, “GTERW” and “GTERR,” respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “GTERU.” No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares, Warrants and Rights.

The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any industry, sector or geographic region, the Company intends to focus its search on target businesses within the agribusiness and water sectors, primarily in food-tech, ag-tech, bio-tech, controlled environment agriculture and open field crops in the case of agribusiness, and in water utility, water treatment, pipelines, desalination and other water solutions within the water sectors.

The Units were initially offered by the Company in an underwritten offering. D. Boral Capital LLC acted as sole book-running manager for the offering. Copies of the prospectus relating to the offering may be obtained free of charge by visiting EDGAR on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov or from D Boral Capital LLC, Attention: 590 Madison Avenue 39th Floor, New York, NY 10022, or by email at dbccapitalmarkets@dboralcapital.com.

The registration statement relating to the securities of the Company was declared effective by the SEC on July 7, 2025. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC, which could cause actual results to differ from forward-looking statements. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law. No assurance can be given that the Company will ultimately complete a business combination transaction.

Contact

Globa Terra Acquisition Corporation

  Agustin Tristan Aldave

    Chief Executive Officer

    Phone: + 52 \(556\) 698 9326

    Email: agustin.tristan@globaterra.com

Edward Preble

  Head of Investor Relations

  Phone: +1 \(904\) 583 7145

  Email: edward.preble@globaterra.com

  Website: www.globaterra.com

SOURCE: Globa Terra Acquisition Corporation