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UPLOAD Filing

Globa Terra Acquisition Corp
Date: May 29, 2025 · CIK: 0002043766 · Accession: 0000000000-25-005641

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File numbers found in text: 333-286585

Date
May 29, 2025
Author
Division of
Form
UPLOAD
Company
Globa Terra Acquisition Corp

Letter

Re: Globa Terra Acquisition Corp Amendment No. 1 to Registration Statement on Form S-1 Filed May 14, 2025 File No. 333-286585 Dear Agustin Aldave:

May 29, 2025

Agustin Aldave Chief Executive Officer Globa Terra Acquisition Corp Homero 109, Despacho 1602, Polanco Ciudad de Mexico, Mexico, 11560

We have reviewed your amended registration statement and have the following comment.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 1, 2025, letter.

Amendment No. 1 to Registration Statement on Form S-1 Founders Shares, page 30

1. We note your response to prior comment 6 and reissue. We note your disclosure on page 33 that there will be three different classes of sponsor units, with one unit further divided into Class B-1 and Class B-2 units. Please disclose the number of units that will be outstanding in each category and clarify why certain Class B units will be subject to forfeiture and others will not. Please also revise the cover page to clarify how many Class B-2 and Class C units will be held by the institutional Private Placement Investor and the sponsor non-managing members, and how many Class B- 1 units and Class C Units will be held by your sponsor, officers, and directors. Finally, please confirm whether the institutional Private Placement Investor is an affiliate of the sponsor or a promoter. May 29, 2025 Page 2

Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Pamela Long at 202-551-3765 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction
cc: Brandon J. Bortner, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

Agustin Aldave
Chief Executive Officer
Globa Terra Acquisition Corp
Homero 109, Despacho 1602, Polanco
Ciudad de Mexico, Mexico, 11560

 Re: Globa Terra Acquisition Corp
 Amendment No. 1 to Registration Statement on Form S-1
 Filed May 14, 2025
 File No. 333-286585
Dear Agustin Aldave:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 1, 2025,
letter.

Amendment No. 1 to Registration Statement on Form S-1
Founders Shares, page 30

1. We note your response to prior comment 6 and reissue. We note your
disclosure on
 page 33 that there will be three different classes of sponsor units,
with one unit further
 divided into Class B-1 and Class B-2 units. Please disclose the number
of units that
 will be outstanding in each category and clarify why certain Class B
units will be
 subject to forfeiture and others will not. Please also revise the cover
page to clarify
 how many Class B-2 and Class C units will be held by the institutional
Private
 Placement Investor and the sponsor non-managing members, and how many
Class B-
 1 units and Class C Units will be held by your sponsor, officers, and
directors. Finally,
 please confirm whether the institutional Private Placement Investor is
an affiliate of
 the sponsor or a promoter.
 May 29, 2025
Page 2

 Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacie Gorman at 202-551-3585 or Pamela Long at
202-551-3765
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Brandon J. Bortner, Esq.
</TEXT>
</DOCUMENT>