Nasdaq Notifies Globa Terra of Delisting, With Hearing Request Due by October 23

Key Facts

Globa Terra Acquisition received notice from Nasdaq on October 16, 2026, initiating proceedings to delist its securities after its deadline to complete a business combination expired without a deal, according to its filing with the U.S. Securities and Exchange Commission. The missed deadline was accompanied by a failure to deposit the additional funds required for an extension into the trust account, the other reason the company cited for the proceedings. The company said in the filing that it "did not extend the current deadline," which was October 9, 2026. Its original period for completing a business combination was 15 months from the closing of its initial public offering, according to its quarterly financial report. The existing extension mechanism allowed the period to be extended by 3 months in exchange for a deposit of $1,749,955 into the trust account for each extension, according to the amended preliminary proxy statement.

In the proxy statement, Globa Terra proposes changing the deadline arrangements to allow it to extend the business combination deadline from October 9, 2026, to July 9, 2027, through monthly extensions. Implementation of the proposal remains subject to shareholder approval under the terms set out in the document filed with the U.S. Securities and Exchange Commission. Approval requires at least 2/3 of the votes cast, with ordinary shares voting together as a single class. If the proposal is approved, the sponsor, its affiliates or its designees would deposit the proposed initial extension payment into the trust account. That payment would be $0.03 for each public share outstanding on the meeting date, before share redemptions are carried out. The proposed funding is therefore tied to the number of public shares outstanding on that date, compared with the fixed amount for each extension under the existing mechanism.

As part of its efforts to complete a business combination, Globa Terra announced that it had entered into a letter of intent with Nature's Ledger regarding a proposed merger, according to a company statement published on Nasdaq's website. The company described the letter of intent as "non-binding," while negotiations over the transaction were ongoing. It also said Nature's Ledger had agreed to contribute toward some of the costs associated with extending the business combination period as part of the negotiations. Globa Terra had said in its quarterly report that it "had not commenced any operations" as of June 30, 2026. It added in the report that it did not expect to generate operating revenue before completing a business combination, linking the start of such revenue to completion of that step.

Funds held in the trust account totaled $181,488,610 on June 30, 2026, according to the company's quarterly financial report for that period. That compares with $174,995,500 the company deposited into the account at the closing of the initial public offering and private placement, according to the offering closing disclosure. The original deposit came from the net proceeds of the offering and private placement, while the subsequent balance represents funds held in the account at the end of June. The company's proposal provides for its liquidation and the return of the remaining funds in the trust account to public shareholders if the extension is not approved and a business combination is not completed within the deadline. Warrants and rights, however, carry no redemption rights if a business combination is not completed within the specified period, according to the quarterly report. Their holders are also not entitled to liquidation distributions, as the report states that they "expire worthless" in that event.

Globa Terra plans to request a hearing before a Nasdaq hearings panel to appeal the delisting proceedings, according to its disclosure of the notice. The request deadline is 4:00 p.m. Eastern Time on October 23, 2026. If the request is submitted on time, the company's securities will remain listed and trading pending the hearings panel's decision. Submitting the request also stays the filing of the delisting form while the decision is pending, according to the disclosure. If the company does not request a hearing by the deadline, trading in its securities will be suspended at the opening of business on October 27, 2026. The conditional suspension covers shares, units, warrants and rights, and Nasdaq would proceed with delisting through the designated form.