Company responds to shareholder concerns and seeks support for November 9 vote while advancing proposed Nature’s Ledger business combination

Globa Terra targeting definitive Business Combination Agreement announcement during the month of November and pursuing transaction closing within approximately 180 days

MIAMI, FL / ACCESS Newswire / October 26, 2026 / Globa Terra Acquisition Corporation (Nasdaq:GTER, GTERU, GTERW, GTERR) (“Globa Terra” or the “Company”) today provided an update regarding its amended shareholder extension proposal, its upcoming November 9, 2026 extraordinary general meeting, and continued progress toward a proposed business combination with Nature’s Ledger Inc. (“Nature’s Ledger”).

The Company recognizes that its shareholders have experienced uncertainty following the expiration of the original business-combination period and the Company’s decision not to fund the previously contemplated $1,749,955 three-month extension payment.

Globa Terra understands the concerns this has created and recognizes its responsibility to communicate transparently, respect shareholder interests and provide a credible path forward.

In response, the Company has revised its proposed extension structure to include an initial payment of $0.03 per public share, benefiting shareholders regardless of whether they elect to redeem their shares or remain invested, provided the extension proposal is approved and the payment is funded.

The revised structure is intended to recognize the additional time shareholders have been asked to accommodate and provide a financial benefit to all eligible public shares before any extension-related redemption is completed. As disclosed in the amended preliminary proxy statement filed on October 13, 2026.

If the Extension Proposal is approved, the Extension will be implemented in three steps. First, the Combination Period will be extended by one month, from October 9, 2026 to November 9, 2026 (the “Initial Extension Period”). If, and only if, the Extension Proposal is approved, the Sponsor or its affiliates or designees will deposit into the Trust Account $0.03 for each Public Share in issue as of the date of the Meeting (the “Initial Extension Payment”) within two business days following the Meeting and prior to the redemption of any Public Shares in connection with the Extension. The Initial Extension Payment is triggered solely by the approval of the Extension Proposal at the requisite threshold and not by how any individual holder votes. Every Public Share in issue as of the date of the Meeting will participate in the Initial Extension Payment, whether or not such Public Share is subsequently redeemed and irrespective of whether or how its holder voted. If the Extension Proposal is not approved, no Initial Extension Payment will be made. Second, following the deposit of the Initial Extension Payment, all Public Shareholders will have the right to redeem their Public Shares at a per-share price that includes their pro rata portion of the Initial Extension Payment. Redeeming Public Shareholders will receive their pro rata portion of the funds in the Trust Account as promptly as practicable following the Redemption Deadline (as defined below). Third, following the Initial Extension Period, the Board may, in its sole discretion, further extend the Combination Period on a month-to-month basis for up to eight (8) additional one-month periods (each, an “Additional Extension Period” and, together with the Initial Extension Period, each an “Extension Period”), through the Extended Date. For each Additional Extension Period, the Sponsor or its affiliates or designees must deposit into the Trust Account the lesser of (x) $0.04 for each Public Share that has not been redeemed , and (y) $50,000 (each such deposit, a “Contribution”), solely for the benefit of the holders of such non-redeemed Public Shares, until the earliest of (x) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a Business Combination, (y) the Extended Date and (z) the date on which the Board determines, in its sole discretion, to no longer seek a Business Combination.

Globa Terra believes that its shareholders deserve both an opportunity to recover their investment through redemption and the choice to remain invested while the Company continues pursuing its proposed business combination.

Listening to Shareholders: Revised Extension Terms

Globa Terra’s amended preliminary proxy statement outlines a revised extension proposal intended to balance the interests of public shareholders with the Company’s need for additional time to complete a business combination.

The proposal would extend the business-combination deadline from October 9, 2026, to November 9, 2026, followed by up to eight additional one-month extensions, if elected by the Board, through July 9, 2027.

The proposed structure provides the following shareholder benefits and protections:

1. Initial payment of $0.03 per public share

If the Extension Proposal is approved, Globa Terra’s sponsor, its affiliates or designees would deposit $0.03 for each public share outstanding as of the shareholder meeting.

Based on the 17,499,550 public shares identified in the amended proxy, the aggregate payment would be approximately $524,987.

2. Payment benefits shareholders who redeem

The initial payment would be deposited into the Company’s trust account within two business days following the November 9 meeting, assuming the Extension Proposal is approved and funding is obtained, and before processing redemptions associated with the extension.

Shareholders electing redemption would receive their proportionate share of the trust account, including the additional $0.03 per share, subject to the procedures outlined in the proxy statement.

3. Payment is not conditioned on an individual shareholder’s vote but is conditioned upon the extension being approved.

The initial payment would benefit every public share outstanding as of the meeting, regardless of whether or how its holder voted and whether the share is subsequently redeemed.

If the Extension Proposal is not approved, the initial payment would not be made.

4. Additional monthly trust contributions

For each additional one-month extension elected by the Board after November 9, the sponsor, its affiliates or designees would be required to deposit the lesser of:

  • $0.04 per public share that has not been redeemed; or
  • $50,000 in aggregate for the applicable month.

These contributions would benefit only public shares remaining outstanding following the extension-related redemption process.

The actual amount per remaining share would depend on the number of public shares outstanding. When more than 1,250,000 public shares remain, the $50,000 monthly cap would apply, resulting in a contribution below $0.04 per share.

5. Shareholders retain redemption rights

Public shareholders may elect to redeem their shares in accordance with the amended proxy’s procedures and applicable deadlines, whether they support the extension proposal or not.

The Company believes this structure provides meaningful shareholder choice while allowing Globa Terra to continue working toward a potential business combination.

The sponsor has indicated its intention to fund the proposed deposits if the extension is approved but has not entered into a binding agreement to do so, as disclosed in the amended proxy statement.

Missed Extension Payment and Moving Forward

Under Globa Terra’s existing governing documents, the Company had the option to obtain a three-month extension through a $1,749,955 contribution to its trust account.

That contribution was not made, and no extension under the existing paid-extension mechanism was affected.

Rather than proceed under that mechanism, Globa Terra has sought shareholder approval for an amended extension structure providing shorter monthly periods, lower aggregate funding requirements and an initial payment benefiting both redeeming and non-redeeming shareholders.

The Company acknowledges that the delay and change in approach have created understandable concerns among investors.

Management believes the revised structure is a constructive effort to address those concerns while preserving the opportunity to complete a business combination.

Agustin Tristan Aldave, Chief Executive Officer of Globa Terra Acquisition Corporation, stated:

“We recognize that our shareholders have been patient and that the delay in our extension process has created uncertainty. We understand those concerns, and we take them seriously.

“We have listened to shareholders and believe it is important that our revised proposal recognizes their interests, including those who determine that redemption is the right decision for them.

“That is why our amended proposal provides for an initial three-cent-per-share contribution benefiting all public shares outstanding at the meeting, including shares subsequently redeemed, rather than limiting that benefit to shareholders who choose to remain invested.

“While this payment does not eliminate the inconvenience or uncertainty associated with the delay, we believe it represents a constructive step toward addressing shareholder concerns and restoring confidence.

“We are respectfully asking our shareholders to give us the opportunity to complete the work we have undertaken and advance a potential business combination that we believe may create long-term value.”

Progress Toward the Nature’s Ledger Business Combination

Globa Terra also reported continued progress in discussions regarding its proposed business combination with Nature’s Ledger.

Since completing its initial public offering in July 2025, Globa Terra has conducted an extensive search and evaluation process involving businesses in infrastructure, environmental technologies, agriculture, financial technology and other sectors.

The Company has evaluated multiple potential combinations, conducted financial and operational due diligence and engaged with advisors and financing sources to identify a transaction capable of creating shareholder value.

On October 7, 2026, Globa Terra announced a nonbinding Letter of Intent with Nature’s Ledger regarding a potential business combination.

Nature’s Ledger is developing a platform focused on natural assets, environmental markets and blockchain-enabled real-world asset tokenization, including applications associated with carbon credits, biodiversity, agriculture, soil and water.

Following execution of the Letter of Intent, the parties have continued discussions concerning transaction structure, due diligence, financing and definitive documentation.

Nature’s Ledger has expressed its continued support for pursuing the proposed transaction and working with Globa Terra to advance the business-combination process.

The parties are working toward executing and announcing a definitive Business Combination Agreement (“BCA”) at or around the November 9 shareholder meeting, subject to completion of negotiations, due diligence and required approvals.

No definitive BCA has been executed, and there can be no assurance that one will be executed by November 9 or thereafter.

A Respectful Request for Shareholder Support

Globa Terra recognizes that shareholders must evaluate the proposed extension based on their own investment objectives, liquidity requirements and assessment of the risks and opportunities.

The Company respects those considerations and the rights of shareholders who elect to redeem.

At the same time, management believes that substantial work has been completed and that the proposed Nature’s Ledger transaction deserves the opportunity to be evaluated through a definitive agreement and the applicable transaction disclosure process.

The Board believes the revised extension structure offers a practical approach to balancing near-term shareholder interests with the opportunity to pursue a business combination.

Mr. Tristan Aldave continued:

“We are not asking our shareholders for additional time without a purpose or a prospective transaction.

“We have completed an extensive search process, identified Nature’s Ledger as a potential partner, executed a Letter of Intent and are actively working toward a definitive business-combination agreement.

“We recognize that the original extension payment was not made and that the revised process requires additional patience from our shareholders.

“Our amended proposal is intended to address that situation in a constructive manner, including providing the three-cent benefit to public shareholders who decide to redeem.

“Our request is simple: we respectfully ask shareholders to consider the progress we have made and provide us with the opportunity to complete this process.

“We remain committed to acting responsibly, communicating transparently and pursuing a transaction that we believe could offer long-term value.”

Nasdaq Listing Update

On October 16, 2026, Globa Terra received a Staff Delisting Determination from Nasdaq following the Company’s failure to complete a business combination within the applicable period specified in its initial public offering registration statement.

The Company has engaged specialized legal counsel to address the matter and has been pursuing its available options under Nasdaq’s applicable hearing and appeal procedures.

Shareholder approval of the proposed extension would not, by itself, cure the Nasdaq listing deficiency or guarantee continued listing.

The Company intends to provide further updates as material developments warrant.

November 9 Shareholder Meeting

The Company’s extraordinary general meeting of shareholders is scheduled for November 9, 2026.

Shareholders will be asked to vote on the Extension Proposal and the related Adjournment Proposal, as described in the Company’s proxy materials.

The Extension Proposal requires approval by special resolution, representing at least two-thirds of the votes cast by shareholders entitled to vote and voting at the meeting.

The Board of Directors recommends that shareholders vote FOR the Extension Proposal.

The Company encourages shareholders to review the proxy materials carefully and make informed decisions regarding voting and redemption.

About Globa Terra Acquisition Corporation

Globa Terra Acquisition Corporation is a special purpose acquisition company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Globa Terra completed its initial public offering in July 2025 and has pursued potential business combinations across multiple sectors.

About Nature’s Ledger

Nature’s Ledger Inc. is developing a platform focused on environmental assets, natural capital and blockchain-enabled real-world asset tokenization.

Its business model seeks to connect environmental assets and related commercial activities with digital infrastructure and financial markets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws, including statements concerning the proposed extension and related trust contributions, the anticipated shareholder meeting, the Company’s proposed business combination with Nature’s Ledger, the anticipated timing of a definitive business-combination agreement, potential financing and Nasdaq listing matters.

These statements involve risks and uncertainties that could cause actual results to differ materially, including the possibility that the Extension Proposal will not be approved, the sponsor or its affiliates or designees will not make required contributions, redemption levels will reduce available financing, Nasdaq will not permit continued listing, the parties will not execute a definitive business-combination agreement, required financing will not be obtained or a business combination will not be completed.

The sponsor has not entered into a binding agreement to make the initial payment or subsequent monthly contributions. Approval of the proposed extension does not guarantee any payment unless the applicable funds are deposited.

The proposed Nature’s Ledger transaction remains subject to negotiation and is based on a nonbinding Letter of Intent.

Readers should review the Company’s filings with the Securities and Exchange Commission for additional risks and uncertainties.

The Company undertakes no obligation to update forward-looking statements except as required by applicable law.

Important Information for Shareholders

Globa Terra has filed preliminary proxy materials with the SEC relating to the proposed extension.

SHAREHOLDERS SHOULD READ THE DEFINITIVE PROXY STATEMENT, WHEN AVAILABLE, AND ALL OTHER RELEVANT SEC FILINGS CAREFULLY BEFORE MAKING A VOTING OR REDEMPTION DECISION.

The proxy materials contain important information regarding the extension, trust account contributions, redemption rights, deadlines and voting procedures.

The Company’s directors, officers, sponsor and other persons may be deemed participants in the solicitation of proxies in connection with the proposals. Relevant information about these participants and their interests is or will be contained in the proxy materials.

This release does not constitute an offer to sell or solicitation of an offer to buy securities.

SEC filings are available at www.sec.gov.

Investor Relations and Proxy Assistance

Alliance Advisors, LLC
Telephone: (877) 202-0449
Banks and brokers: (973) 873-7752
Email: GlobaTerra@allianceadvisors.com

Company: Globa Terra Acquisition Corporation
382 NE 191st Street #952377
Miami, Florida 33179

SOURCE: Globa Terra Acquisition Corporation

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