Globa Terra Signs $323.8 Million Business Combination Agreement With Nature’s Ledger

Key Facts

Globa Terra Acquisition announced on November 8, 2026, that it had signed a definitive business combination agreement with Alberta-based Nature’s Ledger, in a move aimed at creating a publicly listed company operating as Nature’s Ledger. The agreement values the Canadian company’s pre-money equity at about $323.8 million, subject to adjustments set out in the agreement. The parties also proposed financing through a private investment in public equity, without specifying its proceeds in the announcement. The combination does not take effect upon signing the agreement; it requires regulatory approvals, shareholder approval, financing needs to be met and customary closing conditions to be satisfied. The announcement therefore opens a potential path to a listing for a company operating in carbon markets, while completion remains contingent on those conditions.

Nature’s Ledger originates and develops carbon credits and environmental attributes, verifies them, and then aggregates, registers and markets them. Its activities also include advisory services and measurement, reporting and verification work, according to the company’s statement. This places the target’s business in the environmental assets market, the sector in which Globa Terra said the deal would enable it to participate. Chief Executive Agustin Tristan Aldave called the agreement “an important milestone for Globa Terra and our shareholders,” adding that the company had worked hard to advance the deal. He also said he saw an opportunity to participate in carbon and environmental asset markets, setting out management’s view of the transaction without changing its conditional nature.

Globa Terra’s special shareholder meeting was scheduled for November 9, 2026, at 10:00 a.m. Eastern Time, to vote on extending the period available to complete a business combination. Approval of the extension proposal requires at least two-thirds of the votes cast by shareholders eligible to vote. According to the definitive proxy statement, the proposal would extend the deadline from October 9, 2026, to July 9, 2027, through an initial one-month extension followed by up to eight additional monthly extensions at the board’s discretion. The vote puts the continuation of the transaction’s timetable directly to shareholders. The company said in the proxy statement that failure to approve the extension could leave insufficient time to complete the combination, potentially leading to a cessation of operations except for winding up and redeeming the public shares.

If the extension is approved and funded, the sponsor or its affiliates will deposit $0.03 for each public share outstanding on the meeting date into the trust account within two business days after the meeting and before processing redemption requests. The contribution covers eligible shares whether they are later redeemed or remain outstanding, and the filing says the contribution is not contingent on a shareholder voting in favor of the extension. The initial extension amount will be added to the pro rata redemption price for eligible public shares, according to the proxy statement. Each additional monthly extension will involve a contribution equal to the lesser of $0.04 for each unredeemed public share or $50,000 in total, and the board may choose up to eight additional extensions. Public shares retain redemption rights under the proxy statement and the company’s governing documents.

The agreement announcement follows Nature’s Ledger’s October 7, 2026, announcement that it had signed a nonbinding letter of intent with Globa Terra for a proposed business combination; a definitive agreement had not been reached at that time. The letter of intent said Nature’s Ledger had agreed to contribute toward some of Globa Terra’s business combination extension costs, to fund the time needed for a definitive agreement, regulatory filings, financing and closing work. In its quarterly report, Globa Terra disclosed $181,488,610 in its trust account as of June 30, 2026, compared with $178,380,953 on December 31, 2025. These balances provide context on funds held in trust at the two reporting dates, while the proposed PIPE financing remains a separate part of the announced deal terms.

Globa Terra also faces a listing issue: on October 22, it disclosed that it had received notice from Nasdaq that delisting proceedings would begin because it had not completed a business combination within the specified timeframe, and said it intended to request a hearing to appeal. The disclosure said the company received the notice on October 16 and that the deadline to request a hearing was October 23 at 4:00 p.m. Eastern Time; EL7 coverage published on October 22 also reported that the deadline would expire at that time. In EL7 data, GTER shares closed at $10.5 on November 6, 2026, a reading for that day’s session before the agreement announcement on November 8. Shareholders retain redemption rights under the company’s documents, while the next steps depend on the extension vote and satisfaction of the combination and financing conditions.