Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Globa Terra Acquisition Corp (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G3933N116 (CUSIP Number) |
07/09/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G3933N116 |
| 1 | Names of Reporting Persons
Globa Terra Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,623,412.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (Rows 6, 8 and 9) See Item 4 below. The Reporting Person is referred to herein as the "Sponsor". Consists of 4,623,412 Class B ordinary shares of Globa Terra Acquisition Corp (the "Issuer") (the "Founder Shares"), which are convertible into Class A ordinary shares of the Issuer (the "Class A Ordinary Shares" and together with the Founder Shares, the "Ordinary Shares"), as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286585). Does not include the Class A Ordinary Shares that may be issued upon the exercise of the private placement warrants of the Issuer (the "Private Placement Warrants") held by the Sponsor, which are not exercisable within 60 days hereof. (Row 11) Percentage calculated using a denominator of 23,332,733 Ordinary Shares, reflecting (a) the 17,499,550 Class A Ordinary Shares issued and outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2025 filed with the Securities and Exchange Commission on August 14, 2025, plus (b) 5,833,183 Founder Shares issued and outstanding. Does not include the Class A Ordinary Shares that may be issued upon the exercise of the Private Placement Warrants held by the Sponsor, which are not exercisable within 60 days hereof.
SCHEDULE 13G
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| CUSIP No. | G3933N116 |
| 1 | Names of Reporting Persons
Globa Terra Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,623,412.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (Rows 6, 8 and 9) See Item 4 below. The Reporting Person is referred to herein as "Sponsor HoldCo". Consists of 4,623,412 Founder Shares, which are convertible into Class A Ordinary Shares. Does not include the Class A Ordinary Shares that may be issued upon the exercise of the Private Placement Warrants held by the Sponsor, which are not exercisable within 60 days hereof. (Row 11) Percentage calculated using a denominator of 23,332,733 Ordinary Shares, reflecting (a) the 17,499,550 Class A Ordinary Shares issued and outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2025 filed with the Securities and Exchange Commission on August 14, 2025, plus (b) 5,833,183 Founder Shares issued and outstanding. Does not include the Class A Ordinary Shares that may be issued upon the exercise of the Private Placement Warrants held by the Sponsor, which are not exercisable within 60 days hereof.
SCHEDULE 13G
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| CUSIP No. | G3933N116 |
| 1 | Names of Reporting Persons
Agustin Tristan Aldave | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,723,412.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: (Rows 5, 6, 7, 8 and 9) See Item 4 below. Consists of 4,723,412 Founder Shares, which are convertible into Class A Ordinary Shares. Does not include the Class A Ordinary Shares that may be issued upon the exercise of the Private Placement Warrants held by the Sponsor, which are not exercisable within 60 days hereof. (Row 11) Percentage calculated using a denominator of 23,332,733 Ordinary Shares, reflecting (a) the 17,499,550 Class A Ordinary Shares issued and outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2025 filed with the Securities and Exchange Commission on August 14, 2025, plus (b) 5,833,183 Founder Shares issued and outstanding. Does not include the Class A Ordinary Shares that may be issued upon the exercise of the Private Placement Warrants held by the Sponsor, which are not exercisable within 60 days hereof.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Globa Terra Acquisition Corp | |
| (b) | Address of issuer's principal executive offices:
382 NE 191st Street #952377, Miami, Florida, 33179 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) Globa Terra Management LLC (the "Sponsor") (2) Globa Terra Sponsor LLC ("Sponsor HoldCo") (3) Agustin Tristan Aldave | |
| (b) | Address or principal business office or, if none, residence:
(1) Sponsor: c/o Globa Terra Acquisition Corp 382 NE 191st Street #952377, Miami, Florida, 33179 (2) Sponsor HoldCo: c/o Globa Terra Acquisition Corp 382 NE 191st Street #952377, Miami, Florida, 33179 (3) Agustin Tristan Aldave: c/o Globa Terra Acquisition Corp 382 NE 191st Street #952377, Miami, Florida, 33179 | |
| (c) | Citizenship:
(1) Cayman Islands (2) United States (3) Mexico | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G3933N116 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. Globa Terra Management LLC ("Sponsor") is the record holder of 4,623,412 Founder Shares, which are convertible into Class A Ordinary Shares, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286585). Does not include the Class A Ordinary Shares that may be issued upon the exercise of the Private Placement Warrants held by the Sponsor, which are not exercisable within 60 days hereof. Globa Terra Sponsor LLC ("Sponsor HoldCo") is the managing member of the Sponsor. Agustin Tristan Aldave controls Globa Terra Sponsor LLC. Agustin Tristan Aldave makes all investment and voting decisions with respect to the securities held by Globa Terra Sponsor LLC and may be deemed to beneficially own the founder shares held by the Sponsor. | |
| (b) | Percent of class:
(1) Sponsor: 19.8% (2) Sponsor HoldCo: 19.8% (3) Agustin Tristan Aldave: 20.2% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(1) Sponsor: 0 (2) Sponsor HoldCo: 0 (3) Agustin Tristan Aldave: 100,000 | ||
| (ii) Shared power to vote or to direct the vote:
(1) Sponsor: 4,623,412 (2) Sponsor HoldCo: 4,623,412 (3) Agustin Tristan Aldave: 4,623,412 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) Sponsor: 0 (2) Sponsor HoldCo: 0 (3) Agustin Tristan Aldave: 100,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(1) Sponsor: 4,623,412 (2) Sponsor HoldCo: 4,623,412 (3) Agustin Tristan Aldave: 4,623,412 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |