As filed with the Securities and Exchange Commission on June 26, 2025.
Registration No. 333-286585
Globa Terra Acquisition Corp S-1/A, filed Jun 26, 2025
Globa Terra Acquisition Corp (GTERA)
S-1/A
2025-06-26
View Original
Added on
October 27, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Globa Terra Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands (State or other jurisdiction of incorporation or organization) | 6770 (Primary Standard Industrial Classification Code Number) | N/A (I.R.S. Employer Identification Number) | ||||
382 NE 191st Street #952377
Miami, Florida 33179
52 55 8975 9325
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Agustin Tristan Aldave
Chief Executive Officer
c/o Globa Terra Acquisition Corporation
382 NE 191st Street #952377
Miami, Florida 33179
+52 55 8975 9325
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gil Savir, Esq. Paul Hastings LLP 200 Park Avenue New York, NY 10166 (212) 318-6000 | Brandon J. Bortner, Esq. Ryan S. Brewer Paul Hastings LLP 2050 M Street NW Washington, DC 20036 (202) 551-1700 | Christopher J. DeCresce, Esq. Freshfields US LLP 3 World Trade Center 175 Greenwich Street New York, NY 10007 (212) 277-4000 | ||||
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||
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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Globa Terra Acquisition Corporation is filing this Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-286585) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
Part II
Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
Exhibit | Description | ||
Form of Underwriting Agreement** | |||
Memorandum and Articles of Association** | |||
Amended and Restated Memorandum and Articles of Association** | |||
Specimen Unit Certificate** | |||
Specimen Class A Ordinary Share Certificate** | |||
Specimen Warrant Certificate** | |||
Specimen Right Certificate** | |||
Form of Warrant Agreement between Odyssey Trust Company, LLC and the Registrant** | |||
Form of Right Agreement between Odyssey Trust Company, LLC and the Registrant** | |||
Opinion of Paul Hastings LLP* | |||
Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant* | |||
Form of Letter Agreement among the Registrant and Registrant’s initial shareholders, officers, directors** | |||
Form of Investment Management Trust Agreement between Odyssey Trust Company, LLC and the Registrant** | |||
Form of Registration Rights Agreement between the Registrant and certain security holders** | |||
Securities Subscription Agreement, between the Registrant and the Sponsor** | |||
Form of Private Placement Units and Restricted Share Purchase Agreement** | |||
Form of Indemnity Agreement** | |||
Form of Administrative Services Agreement between the Registrant and the Sponsor** | |||
Amended and Restated Consulting Agreement, dated as of June 10, 2025, between Registrant and Meteora Capital, LLC** | |||
Amended and Restated Promissory Note, dated June 12, 2025, issued to the Sponsor** | |||
Form of Code of Ethics** | |||
Consent of Adeptus Partners, LLC** | |||
Consent of Paul Hastings LLP (included in Exhibit 5.1)* | |||
Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.2)* | |||
Power of Attorney (included on signature page of the initial filing of this Registration Statement)** | |||
Form of Audit Committee Charter** | |||
Form of Compensation Committee Charter** | |||
Form of Nominating and Corporate Governance Committee Charter** | |||
Consent of Kelly Burke to be named as director nominee** | |||
Consent of Jesus Demetrio Tueme to be named as director nominee** | |||
Consent of Edward Joseph Preble to be named as director nominee** | |||
Consent of Jeff Smith to be named as director nominee** | |||
Form of Clawback Policy** | |||
Filing Fee Table** | |||
* | Filed herewith. |
** | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ciudad de Mexico, Mexico, on the 26th of June 2025.
Globa Terra Acquisition Corporation | |||||||||
By: | /s/ Agustin Tristan Aldave | ||||||||
Name: | Agustin Tristan Aldave | ||||||||
Title: | Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||||
/s/ Agustin Tristan Aldave | Chief Executive Officer (Principal Executive Officer) | June 26, 2025 | ||||
Agustin Tristan Aldave | ||||||
/s/ Katherine Chiles | Chief Financial Officer (Principal Financial and Accounting Officer) | June 26, 2025 | ||||
Katherine Chiles | ||||||
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Globa Terra Acquisition Corporation, in the City of Navarre, Florida, on the 26th day of June 2025.
By: | /s/ Katherine Chiles | ||||||||
Name: | Katherine Chiles | ||||||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
Exhibit 5.1
June 26, 2025
Globa Terra Acquisition Corporation
Homero 109, Despacho 1602, Polanco
Ciudad de Mexico, Mexico, 11560
| Re: |
Globa Terra Acquisition Corporation Registration Statement on Form S-1
|
Ladies and Gentlemen:
We have acted as United States counsel to Globa Terra Acquisition Corporation, a Cayman Islands exempted company (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-1 (File No. 333-286585) of the Company (as amended through the date hereof, the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”) relating to the
proposed underwritten public offering of up to 17,499,550 units of the Company (the “Units”)
(which includes up to 2,282,550 Units that may be issued and sold pursuant to the exercise of an over-allotment option described in the Registration Statement), with each Unit consisting of:
(i)
one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares,”
and the Ordinary Shares underlying the Units, the “Shares”);
(ii)
three-fourths of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder to purchase one Ordinary Share, to be issued under a Warrant Agreement (the “Warrant Agreement”) to be entered into by the Company and Odyssey Transfer and Trust Company, as warrant agent (in such capacity, the “Warrant Agent”); and
(ii)
one right (“Right”) to receive
one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination, to be issued under a Rights Agency Agreement (the “Rights Agency Agreement”) to be entered into by the Company and Odyssey Transfer and Trust Company, as rights agent (in such capacity, the “Rights Agent”);
pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”) to be executed by and between the Company and D. Boral
Capital LLC, as representative of the underwriters (the “Underwriters”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion letter, we have examined and relied upon the Registration Statement, the Prospectus, the form of Underwriting Agreement, the form of the Warrant
Agreement and the form of the Rights Agency Agreement, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below. In addition to the foregoing, we have examined and relied upon the accuracy of the opinion letter of Maples and Calder (Cayman) LLP, Cayman Islands counsel for the Company, dated the date hereof and filed as
Exhibit 5.2 to the Registration Statement (the “Maples Opinion”) and made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
Globa Terra Acquisition Corporation
June 26, 2025
Page 2
In such examination and in rendering the opinions expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate
records, certificates and other documents submitted to us; (ii) the legal capacity, competency and authority of all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (iii)
the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iv) that all agreements, instruments, corporate records, certificates and other documents submitted
to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to the originals thereof, and that such originals are authentic and complete; (v) other than the Company and to the extent that New York Law applies, all
agreements, instruments, corporate records, certificates and other documents have been duly authorized, executed and delivered by all parties thereto; (vi) that no documents submitted to us have been amended or terminated orally or in writing; (vii)
that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct on and
as of the date hereof; (viii) that the Company is a validly existing entity in the jurisdiction of its organization, in good standing in each applicable jurisdiction and has the power and authority to execute and deliver, and to perform its
obligations under, the Underwriting Agreement and the Warrant Agreement and that such execution, delivery and performance does not violate any provision of the certificate of incorporation (or equivalent formation document) of the Company; (ix) other
than the Company and to the extent that New York Law applies, that the Underwriting Agreement is the valid and binding obligation of each of the parties thereto, enforceable against such parties in accordance with its terms; (x) all documents filed
as exhibits to the Registration Statement that have not been executed will conform to the forms thereof; (xi) that at or prior to the time of the delivery of any Units, the Board of Directors of the Company shall have duly authorized the issuance and
sale of the Units and such authorization shall not have been modified or rescinded; (xii) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (xiii) other than the Company
and to the extent that New York Law applies, the Warrant Agreement to be entered into in connection with the Warrants has been duly authorized, executed and delivered by of each party thereto, and is a valid, binding and enforceable agreement of each
party thereto; and (xiv) other than the Company and to the extent that New York Law applies, the Rights Agency Agreement to be entered into in connection with the Rights has been duly authorized, executed and delivered by the Rights Agent and the
Company, and is a valid, binding and enforceable agreement of each party thereto.
We have also assumed, in reliance on the Maples Opinion, that (i) the Company is incorporated and validly existing under the laws of the Cayman Islands; (ii) the Company has all requisite power and authority to execute
and deliver, and to perform its obligations under the certificates evidencing the Units and the Shares, the Warrants and the Rights included therein; and (iii) the certificates evidencing the Units, the Shares, the Warrants and the Rights to which
the Company is a party have been duly authorized, executed and delivered by the Company under the laws of the Cayman Islands. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred
to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of officers and representatives of the Company.
Globa Terra Acquisition Corporation
June 26, 2025
Page 3
Based upon the foregoing, and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1.
When the Underwriting Agreement has been duly executed and delivered by the respective parties thereto and the Units have been duly issued by the Company as contemplated by the
Registration Statement and delivered to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, the Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with
their terms under the laws of the State of New York, except as such enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally including, without limitation, fraudulent transfer or fraudulent conveyance laws; (ii) public policy considerations, statutes or court decisions that may limit rights to obtain exculpation, indemnification or contribution (including,
without limitation, indemnification regarding violations of the securities laws and indemnification for losses resulting from a judgment for the payment of any amount other than in United States dollars); and (iii) general principles of equity
(including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) and the availability of equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether
considered in a proceeding in equity or at law.
2.
When the Underwriting Agreement and the Warrant Agreement have been duly executed and delivered by the respective parties thereto, the Units have been validly issued, paid for
and delivered in accordance with the terms of the Underwriting Agreement, and the Warrants have been duly executed by the Company and duly countersigned by the Warrant Agent in accordance with the terms of the Warrant Agreement and delivered to and
paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, the Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under
the laws of the State of New York, except as such enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally including, without limitation,
fraudulent transfer or fraudulent conveyance laws; (ii) public policy considerations, statutes or court decisions that may limit rights to obtain exculpation, indemnification or contribution (including, without limitation, indemnification regarding
violations of the securities laws and indemnification for losses resulting from a judgment for the payment of any amount other than in United States dollars); and (iii) general principles of equity (including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing) and the availability of equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether considered in a proceeding in equity or at law.
3.
When the Underwriting Agreement and the Rights Agency Agreement have been duly executed and delivered by the respective parties thereto, the Units have been validly issued,
paid for and delivered in accordance with the terms of the Underwriting Agreement, and the Rights have been duly executed by the Company and duly countersigned by the Rights Agent in accordance with the terms of the Rights Agency Agreement and
delivered to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, the Rights will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York, except as such enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally
including, without limitation, fraudulent transfer or fraudulent conveyance laws; (ii) public policy considerations, statutes or court decisions that may limit rights to obtain exculpation, indemnification or contribution (including, without
limitation, indemnification regarding violations of the securities laws and indemnification for losses resulting from a judgment for the payment of any amount other than in United States dollars); and (iii) general principles of equity (including,
without limitation, concepts of materiality, reasonableness, good faith and fair dealing) and the availability of equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether considered in a
proceeding in equity or at law.
Globa Terra Acquisition Corporation
June 26, 2025
Page 4
Without limiting any of the other limitations, exceptions, assumptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any
jurisdiction other than the laws of the State of New York as in effect on the date hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or
issuance thereof. For the avoidance of doubt, we express no opinion herein as to any federal laws of the United States of America, as to any foreign law or regulation, as to the effect or lack of effect of any foreign law or regulation on any opinion
expressed herein or as to the validity or enforceability of the certificates evidencing the Units or the Shares, the Warrants or the Rights included therein (including, without limitation, the exercise of remedies thereunder) the laws of any foreign
jurisdiction. We have not acted as counsel for the Company with respect to matters of Cayman Islands law, or other applicable foreign law. For the avoidance of doubt, we express no opinion herein as to any foreign law or regulation or as to the
effect or lack of effect of any foreign law or regulation on any opinion expressed herein.
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this
opinion letter. This opinion letter is rendered solely in connection with the offering of the Units. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after
the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In
giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
|
Very truly yours,
|
|
|
/s/ Paul Hastings LLP
|
Exhibit 5.2
Our ref ZAX/843465-000001/82856396v3
Globa Terra Acquisition Corporation
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
26 June 2025
Globa Terra Acquisition Corporation
We have acted as counsel as to Cayman Islands law to Globa Terra Acquisition Corporation (the "Company") in connection with the Company's registration statement on Form S-1,
including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933, as amended (the "Act") (including its exhibits, the "Registration Statement") for the purposes of, registering with the Commission under the Act, the offering and sale to the public of:
|
(a)
|
up to 17,499,550 units (including 2,282,550 units, which the several underwriters ("Underwriters"), for whom D. Boral Capital LLC is acting as representative ("Representative"), will have a 45-day option to purchase from the Company to cover over-allotments, if any) ("Units") at an offering price of US$10 per Unit, each
Unit consisting of:
|
|
(i)
|
one Class A ordinary share of a par value of US$0.0001 of the Company ("Class A Ordinary Shares");
|
|
(ii)
|
three-fourths of one redeemable warrant, each whole warrant exercisable to purchase one Class A Ordinary Share at a price of US$11.50 per Class A Ordinary Share ("Warrants");
and
|
|
(iii)
|
one right to receive one-tenth of one Class A Ordinary Share upon the consummation of an initial business combination ("Rights");
|
|
(b)
|
all Class A Ordinary Shares and Warrants and Rights issued as part of the Units;
|
|
(c)
|
all Class A Ordinary Shares that may be issued upon exercise of the Warrants included in the Units; and
|
|
(d)
|
all Class A Ordinary Shares that may be issued upon conversion of the Rights included in the Units.
|
This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.
|
1
|
Documents Reviewed
|
We have reviewed originals, copies, drafts or conformed copies of the following documents:
|
1.1
|
The certificate of incorporation dated 18 October 2024 and the memorandum and articles of association of the Company as registered or adopted on 18 October 2024 (the "Memorandum
and Articles").
|
|
1.2
|
The written resolutions of the board of directors of the Company dated 15 June 2025 (the "Resolutions") and the corporate records of the Company maintained at its
registered office in the Cayman Islands.
|
|
1.3
|
A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing").
|
|
1.4
|
A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").
|
|
1.5
|
The Registration Statement.
|
|
1.6
|
A draft of the form of the unit certificate representing the Units (the "Unit Certificate").
|
|
1.7
|
A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the "Warrant Documents").
|
|
1.8
|
A draft of the form of the rights agreement and the rights certificate constituting the Rights (the "Rights Documents").
|
|
1.9
|
A draft of the underwriting agreement between the Company and the Representative.
|
The documents listed in paragraphs 1.6 to 1.9 inclusive above shall be referred to collectively herein as the "Documents".
|
2
|
Assumptions
|
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands
which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the
Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
|
2.1
|
The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the
Company, the laws of the Cayman Islands).
|
|
2.2
|
The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).
|
|
2.3
|
The choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New
York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).
|
|
2.4
|
Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.
|
|
2.5
|
All signatures, initials and seals are genuine.
|
|
2.6
|
The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into,
execute, unconditionally deliver and perform their respective obligations under the Documents.
|
|
2.7
|
No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Units, the Rights, the Warrants or the Class A Ordinary Shares.
|
|
2.8
|
There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its
obligations under the Documents.
|
|
2.9
|
No monies paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in connection with the Documents or the consummation
of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised),
respectively).
|
|
2.10
|
There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant
Law.
|
|
2.11
|
The Company will receive money or money's worth in consideration for the issue of the Class A Ordinary Shares and none of the Class A Ordinary Shares were or will be issued for less than par value.
|
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.
|
3
|
Opinions
|
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
|
3.1
|
The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.
|
|
3.2
|
The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of Class A Ordinary Shares upon the exercise of the Warrants in
accordance with the Warrant Documents and the issuance of Class A Ordinary Shares upon the conversion of the Rights in accordance with the Rights Documents) have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement (including the issuance of Class A Ordinary
Shares upon the exercise of the Warrants in accordance with the Warrant Documents and the issuance of Class A Ordinary Shares upon the conversion of the Rights in accordance with the Rights Documents), such Class A Ordinary Shares will be
validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).
|
|
3.3
|
The execution, delivery and performance of the Unit Certificate and the Warrant Documents and the Rights Documents have been authorised by and on behalf of the Company and, once the Unit Certificate and the
Warrant Documents and the Rights Documents have been executed and delivered by any director or officer of the Company, the Unit Certificate and the Warrant Documents and the Rights Documents will be duly executed and delivered on behalf
of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.
|
|
4
|
Qualifications
|
The opinions expressed above are subject to the following qualifications:
|
4.1
|
The obligations assumed by the Company under the Documents will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:
|
|
(a)
|
enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of
creditors and/or contributories;
|
|
(b)
|
enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where
damages are considered to be an adequate remedy;
|
|
(c)
|
where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that
jurisdiction; and
|
|
(d)
|
some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.
|
|
4.2
|
To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time
frame prescribed by law.
|
|
4.3
|
Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party
interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the
Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such
applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the
basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares, then the validity of such shares may be subject to
re-examination by a Cayman Islands court.
|
|
4.4
|
In this opinion letter the phrase "non-assessable" means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual
arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving
fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
|
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the headings "Legal Matters", "Risk Factors", "Shareholders' Suits" and
"Enforcement of Civil Liabilities" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under section 7 of the Act or the Rules
and Regulations of the Commission thereunder.
We express no view as to the commercial terms of the Documents or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the
Company.
The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not
reviewed any of the ancillary documents relating to the Documents and express no opinion or observation upon the terms of any such document.
This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is
not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
Globa Terra Acquisition Corporation
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
To: Maples and Calder (Cayman) LLP
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
15 June 2025
Globa Terra Acquisition Corporation (the "Company")
I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman
Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:
|
1
|
The Memorandum and Articles remain in full force and effect and are unamended.
|
|
2
|
The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company.
|
|
3
|
The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and
have not been amended, varied or revoked in any respect.
|
|
4
|
The authorised share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001
each and 1,000,000 preference shares of a par value of US$0.0001 each. The issued share capital of the Company is 5,833,183 Class B ordinary shares, which have been duly authorised and are validly issued as fully-paid and non-assessable.
|
|
5
|
The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.
|
|
6
|
The sole director of the Company at the date of the Resolutions and at the date of this certificate was and is as follows: Agustin Tristan Aldave.
|
|
7
|
The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all
minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and
all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.
|
|
8
|
Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due
and has entered, or will enter, into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a
creditor a preference.
|
|
9
|
Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the
Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.
|
|
10
|
To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor
Shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no step has
been taken to appoint a receiver in relation to any of the Company's property or assets.
|
|
11
|
To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of
the register of members of the Company.
|
|
12
|
The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws.
|
|
13
|
No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Class A Ordinary Shares.
|
|
14
|
The Class A Ordinary Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the Company's register of members
(shareholders).
|
|
15
|
The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.
|
|
16
|
There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its
obligations under the Documents.
|
(Signature Page follows)
I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.
|
Signature:
|
/s/ Agustin Tristan Aldave
|
|
|
Name:
|
Agustin Tristan Aldave
|
|
|
Title:
|
Director
|
|