Business Description

Overview We are a newly organized 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, which we refer to throughout this Annual Report as our initial business combination. We have not commenced any operations nor generated any revenues to date. All activity for the period from October 18, 2024 (inception) through December 31, 2025 relates to our formation and the Initial Public Offering, and since the Initial Public Offering to our search for an initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. Our sponsor is Globa Terra Management LLC, a Cayman Islands limited liability company, which was formed to serve as the sponsor of our company. Our initial shareholders, including our sponsor, either directly or indirectly, purchased an aggregate of 5,833,183 founder shares for an aggregate purchase price of $25,000, or approximately $0.0043 per share. In the closing of the Initial Public Offering on July 10, 2025, we sold an aggregate 17,499,550 units at an offering price of $10.00 per unit for a total of $174,995,500 (including 2,282,550 units issued pursuant to the exercise of the underwriters’ over-allotment option in full), each unit consisting of one Class A Ordinary Share, three-fourths of one redeemable warrant, 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 the Company’s consummation of an initial business combination. Simultaneously with the closing of the Initial Public Offering, we also completed private placements (the “Private Placements”) of an aggregate of (a) 394,267 private placement units, and (b) 788,534 Class A ordinary shares at a combined price of $10.00 per private placement security for an aggregate purchase price of $3,154,136. 4 Table of Contents A total of $174,995,500 of the net proceeds from the Initial Public Offering and the Private Placements was placed in a trust account with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of Association (A) 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 Company’s public shares if the Company has not completed its initial business combination within 15 months from the closing of the Initial Public Offering (or up to 21 months if the time to complete an initial business combination is extended) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 15 months from the closing of the Initial Public Offering (or up to 21 months if the time to complete an initial business combination is extended), subject to applicable law. The funds in the trust account will be (i) invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government obligations and/or (ii) deposited in an interest bearing demand deposit account at a U.S. - chartered commercial bank with consolidated assets of $100 billion or more. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, if any, to complete our initial business combination.…