Globa Terra Acquisition Corp. has entered into a definitive business combination agreement with Nature’s Ledger Inc., a corporation incorporated under the Business Corporations Act (Alberta), to combine the two entities. The agreement, dated November 8, 2026, was previously disclosed in a Current Report on Form 8-K filed by Globa Terra on November 9, 2026.
Under the terms of the agreement, a British Columbia corporation, 1587815 B.C. Ltd., is expected to join the transaction by executing a joinder. The deal structure includes a merger where Globa Terra will merge into a newly incorporated Cayman Islands exempted company, Pubco, which will then continue under the Business Corporations Act (Alberta). Following this, Pubco will amalgamate with Nature’s Ledger and BCCo to form a new corporation named Amalco, which will become a wholly-owned subsidiary of Pubco.
Post-combination, Pubco will be the publicly traded parent company. The former securityholders of Nature’s Ledger and BCCo will receive Pubco Common Shares and other securities. Globa Terra’s public shareholders will be given the opportunity to redeem their Class A ordinary shares prior to the merger. Additionally, Globa Terra’s warrants and rights will convert into Pubco warrants and rights to receive Pubco Common Shares, respectively.
The exchange ratios for the transaction are based on a pre-money equity value of Nature’s Ledger of $323,775,000, increased by the value of Sponsor PIPE Facilitation Shares if the PIPE Financing is consummated. Nature’s Ledger is engaged in the origination, development, and sale of carbon credits, as well as related advisory and digital asset marketplace activities.
As part of the agreement, Nature’s Ledger intends to raise $10,000,000 through a private placement of subscription receipts, with each investor receiving one Pubco Common Share for every $10.00 subscribed. The Sponsor has agreed to forfeit up to 500,000 Founder Shares to facilitate this financing.
Additionally, an earnout provision has been included, allowing Earnout Holders to receive up to 6,557,772 additional Pubco Common Shares over a five-year period following the closing. The earnout is contingent upon the volume-weighted average price of Pubco Common Shares reaching specific thresholds or Pubco EBITDA targets for the years 2027 and 2028.
The board of directors of Globa Terra, including a majority of its independent directors, has approved the agreement and resolved to recommend shareholder approval. The transaction is subject to customary conditions, including the approval of the Court of King’s Bench of Alberta and the filing of a registration statement with the SEC.
