DEF 14A of Globa Terra Acquisition Corp
Filed Oct 26, 20260001140361-26-040770
What interests do the Sponsor and our directors and officers have in the approval of the Proposals?
What interests do the Sponsor and our directors and officers have in the approval of the Proposals? The Sponsor and our directors and officers have interests in the Proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of (i) the Founder Shares and (ii) the Private Placement Units and Restricted Class A Shares purchased by the Sponsor in the Private Placements, all of which would expire worthless if a Business Combination is not consummated, and (iii) any loans that the Sponsor has made or may make to us, including any working capital loans. See the section in this Proxy Statement entitled “The Meeting — Interests of the Sponsor, Directors and Officers.”
Interests of the Sponsor, Directors and Officers
Interests of the Sponsor, Directors and Officers When you consider the recommendation of the Board, you should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and our officers have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending that you approve the Proposals. You should take these interests into account in deciding whether to approve the Proposals:
Interests of the Sponsor, Directors and Officers
| • | the fact that the sponsor and our directors and officers hold an aggregate of 5,400,228 Class B Ordinary Shares, which were acquired for an aggregate purchase price of $25,000, or approximately $0.0043 per share, all of which would be worthless if a Business Combination is not consummated; |
Interests of the Sponsor, Directors and Officers
| • | the fact that the Sponsor purchased 356,767 Private Placement Units and 713,534 Restricted Class A Shares in the Private Placements for an aggregate purchase price of $2,854,136, all of which would be worthless if a Business Combination is not consummated; |
Interests of the Sponsor, Directors and Officers
| • | the fact that the Sponsor and our officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination and in connection with a shareholder vote to approve an amendment to our Memorandum and Articles of Association such as the Extension Amendment, and have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete a Business Combination within the Combination Period, and that the Private Placement Units and the Restricted Class A Shares have no redemption rights and will be worthless in that event; |
Interests of the Sponsor, Directors and Officers
| • | the fact that we pay the Sponsor or an affiliate thereof $15,000 per month for office space, administrative and shared personnel support services, and that upon completion of a Business Combination or our liquidation, we will cease paying these monthly fees; |
Interests of the Sponsor, Directors and Officers
| • | the fact that the Sponsor, an affiliate of the Sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required for working capital, up to $2,500,000 of which may be convertible into private units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender, of which no amounts were outstanding as of October 26, 2026, and that, if a Business Combination is not consummated, such loans would be repaid only from funds held outside the Trust Account; |
Interests of the Sponsor, Directors and Officers
| • | the fact that, unless we consummate a Business Combination, the Sponsor and our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them on our behalf related to identifying and investigating a Business Combination to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account; |
Interests of the Sponsor, Directors and Officers
| • | the fact that, if the Trust Account is liquidated, including in the event we are unable to complete a Business Combination within the Combination Period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into a transaction agreement or claims of any third party (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; |
Interests of the Sponsor, Directors and Officers
| • | the fact that Meridien Peak, an advisor to the Sponsor, holds 87,500 Founder Shares, which would be worthless if a Business Combination is not consummated; and |
Interests of the Sponsor, Directors and Officers
| • | the fact that none of our officers or directors has received any cash compensation for services rendered to us, and all of the current members of the Board are expected to continue to serve as directors at least through the date of the meeting to vote on a proposed Business Combination and may even continue to serve following any potential Business Combination and receive compensation thereafter. |
Interests of the Sponsor, Directors and Officers
Additionally, if the Extension Proposal is approved and we consummate a Business Combination, our officers and directors may have additional interests. Such interests will be described in the proxy statement/prospectus for such transaction. After careful consideration, the Board determined unanimously that each of the Proposals is fair to and in the best interests of the Company and our shareholders. The Board has approved and declared advisable and unanimously recommends that you vote or give instructions to vote “FOR” each of the Proposals. No recommendation is being made as to whether you should elect to redeem your Public Shares.