SecProbe.io

CORRESP
 1
 filename1.htm

 D. Boral Capital LLC
 590 Madison Avenue 39th Floor
 New York, New York 10022

 July 2, 2025

 VIA EMAIL & EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Globa Terra Acquisition Corporation (the “Company”)
 Registration Statement on Form S-1 (Registration No. 333-286585)

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request of the Company that the effectiveness for the
 above-captioned Registration Statement on Form S-1 (the “Registration Statement”) filed under the Securities Act be accelerated by the Securities and Exchange Commission to 9:00 am Eastern Time, on July 7, 2025, or as soon thereafter as practicable,
 or at such other time as the Company or its outside counsel, Paul Hastings LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute to each underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the
 preliminary prospectus dated June 17, 2025 (the “Preliminary Prospectus”) as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several underwriters, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

 D. Boral Capital LLC

 By:

 /s/ Gaurav Verma

 Name:

 Gaurav Verma

 Title:

 Co-Head, Investment Banking

CORRESP
 1
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 Globa Terra Acquisition Corporation
 382 NE 191st Street #952377
 Miami, Florida 33179

 July 2, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Office of Real Estate & Construction
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549
 Attention: Jeffrey Lewis, Shannon Menjivar, Stacie Gorman and Pamela Long

 Re:

 Globa Terra Acquisition Corporation
 Registration Statement on Form S-1, as amended
 File No. 333-286585

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Globa Terra Acquisition Corporation, a Cayman Islands exempted company (the “ Company ”), hereby requests acceleration of the effective date of the
 above referenced Registration Statement to 9:00 a.m., Eastern Time, on Monday, July 7, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Paul Hastings LLP, requests by telephone that such
 Registration Statement be declared effective.

 Please contact Gil Savir of Paul Hastings LLP, counsel to the Company, at (212) 318-6080, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this
 matter.

 Sincerely,

 /s/ Agustin Tristan Aldave

 Agustin Tristan Aldave

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Via EDGAR Submission

 June 26, 2025

 Office of Real Estate & Construction
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Jeffrey Lewis
 Shannon Menjivar
 Stacie Gorman
 Pam Long

 Re: Globa Terra Acquisition Corp
 Amendment No. 2 to Registration Statement on Form S-1
 Filed June 17, 2025
 File No. 333-286585

 Dear Jeffrey Lewis, Shannon Menjivar, Stacie Gorman and Pam Long:

 On behalf of Globa Terra Acquisition Corporation, a Cayman Islands exempted company (“ we ” or “ Company ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to the comment contained in the Staff’s letter dated
 June 25, 2025, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the Commission on June 17, 2025. For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed such comment
 with the Company’s response. Concurrently with the transmission of this letter, we are filing the Company’s Amendment No. 3 to the Registration Statement on Form S-1 with the Commission through EDGAR (the “ Amended   Registration Statement ”), which reflects the Company’s responses to the Staff’s comment and certain updated information.

 Amendment No. 2 to Registration Statement on Form S-1
 Founders Shares, page 30

 1.

 Please have New York counsel revise its opinion to remove inappropriate assumptions. In this regard, for example, we note on page 2, paragraph 1, clauses (v), (ix), (xi), (xv), (xiii) and (xiv) are overly broad
 or assume material or ascertainable facts underlying the opinion. Please also revise assumptions in clauses (xiii) and (xiv) to clarify, if true, that counsel is relying on the Maples Opinion to the extent that these assumptions relate to the
 company’s actions and obligations. For guidance, please refer to Section II.B.3. of Staff Legal Bulletin No. 19. Finally, we note the statement that counsel is relying on the Maples Opinion to assume that the offering is being conducted in
 accordance with all applicable Cayman Islands rules and regulations; however, this opinion is not included in the Maples Opinion filed as Exhibit 5.2. Please revise to reconcile.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has filed a revised Exhibit 5.1 with the Amended Registration Statement in response to the Staff’s comment.

 2.

 Please request Cayman counsel to revise its opinion in Exhibit 5.2 to remove the assumption in paragraph 2.10 of Part 2, as it is not appropriate for counsel to assume material or ascertainable facts underlying
 the opinion. For guidance, please refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has filed a revised Exhibit 5.2 with the Amended Registration Statement in response to the Staff’s comment.

 *          *          *          *

 If you have any questions regarding this submission, please contact Gil Savir at 212-318-6080.

 Thank you for your time and attention.

 Sincerely,
 /s/ Gil Savir
 Gil Savir
 of PAUL HASTINGS LLP

<DOCUMENT>
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<TEXT>
 June 25, 2025

Agustin Aldave
Chief Executive Officer
Globa Terra Acquisition Corp
382 NE 191st Street #952377
Miami, FL 33179

 Re: Globa Terra Acquisition Corp
 Amendment No. 2 to Registration Statement on Form S-1
 Filed June 17, 2025
 File No. 333-286585
Dear Agustin Aldave:

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

 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.

Amendment No. 2 to Registration Statement on Form S-1
Part II - Information not Required in Prospectus
Exhibit Index
5.1, page II-3

1. Please have New York counsel revise its opinion to remove inappropriate
 assumptions. In this regard, for example, we note on page 2, paragraph
1, clauses (v),
 (ix), (xi), (xv), (xiii) and (xiv) are overly broad or assume material
or ascertainable
 facts underlying the opinion. Please also revise assumptions in clauses
(xiii) and (xiv)
 to clarify, if true, that counsel is relying on the Maples Opinion to
the extent that these
 assumptions relate to the company's actions and obligations. For
guidance, please
 refer to Section II.B.3. of Staff Legal Bulletin No. 19. Finally, we
note the statement
 that counsel is relying on the Maples Opinion to assume that the
offering is being
 conducted in accordance with all applicable Cayman Islands rules and
regulations;
 June 25, 2025
Page 2

 however, this opinion is not included in the Maples Opinion filed as
Exhibit 5.2.
 Please revise to reconcile.
5.2, page II-3

2. Please request Cayman counsel to revise its opinion in Exhibit 5.2 to
remove the
 assumption in paragraph 2.10 of Part 2, as it is not appropriate for
counsel to assume
 material or ascertainable facts underlying the opinion. For guidance,
please refer to
 Section II.B.3.a. of Staff Legal Bulletin No. 19.
 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>

CORRESP
 1
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 Via EDGAR Submission

 June 17, 2025

 Office of Real Estate & Construction
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Jeffrey Lewis
 Shannon Menjivar
 Stacie Gorman
 Pam Long

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

 Dear Jeffrey Lewis, Shannon Menjivar, Stacie Gorman and Pam Long:

 On behalf of Globa Terra Acquisition Corporation, a Cayman Islands exempted company (“ we ” or “ Company ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to the comment contained in the Staff’s letter dated
 May 29, 2025, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on May 14, 2025. For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed such comment with
 the Company’s response. Concurrently with the transmission of this letter, we are filing the Company’s Amendment No. 2 to the Registration Statement on Form S-1 with the Commission through EDGAR (the “ Amended   Registration Statement ”), which reflects the Company’s responses to the Staff’s comment and certain updated information. All page references in the responses set forth below refer to page numbers in the Amended
 Registration Statement.

 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.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on the cover page and on pages 32 and 121 in response to the Staff’s comment.

 *          *          *          *

 If you have any questions regarding this submission, please contact Gil Savir at 212-318-6080.

 Thank you for your time and attention.

 Sincerely,
 /s/ Gil Savir
 Gil Savir
 of PAUL HASTINGS LLP

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<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>

CORRESP
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 Via EDGAR Submission

 May 14, 2025

 Office of Real Estate & Construction

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Jeffrey Lewis
 Shannon Menjivar
 Stacie Gorman
 Pam Long

 Re: Globa Terra Acquisition Corp
 Registration Statement on Form S-1
 Filed April 16, 2025
 File No. 333-286585

 Dear Jeffrey Lewis, Shannon Menjivar, Stacie Gorman and Pam Long:

 On behalf of Globa Terra Acquisition Corporation, a Cayman Islands exempted company (“ we ” or “ Company ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
 May 1, 2025, regarding the Company’s Registration Statement on Form S-1 filed with the Commission on April 16, 2025. For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold and have followed such comment with the
 Company’s response. Concurrently with the transmission of this letter, we are filing the Company’s Amendment No. 1 to the Registration Statement on Form S-1 with the Commission through EDGAR (the “ Amended   Registration Statement ”), which reflects the Company’s responses to the Staff’s comments and certain updated information. All page references in the responses set forth below refer to page numbers in the Amended
 Registration Statement.

 Registration Statement on Form S-1

 Cover Page

 1.

 We note you will issue one and one-fourth private placement units and two and one-half restricted shares to the private investor and the sponsor per $10 invested. Please explain the purpose of offering these
 securities on different terms than those offered to public investors, highlighting the discrepancy in the amount of units plus additional shares that the sponsor and private investor will receive for a $10 investment, as compared to the public.
 Please address the dilutive impact this will have on public investors and other associated risks, including whether the private investor will be incentivized differently from public stockholders to vote in favor of an initial business
 combination due to the terms upon which it purchased the securities or otherwise.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on the cover page and on pages 8, 14, 20, 57, 82, 123, 124, 129 and 134 in
 response to the Staff’s comment.

 2.

 We note that you have included disclosure regarding adjustments that you may make with respect to the Class B shares if you increase or decrease the size of the offering, as well as potential material dilution that
 may be caused by the exercise of private placement warrants. Please add that additional dilution may occur in connection with increases in the Class B shares if you increase the size of the offering, and in connection with the private warrants
 if they are exercised on a cashless basis.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on the cover page and on pages 8, 9, 124 and 125 in response to the Staff’s
 comment.

 Summary

 Our Sponsor, page 6

 3.

 We note your response to prior comments 4 and 7. Please clarify whether Meridien will receive the shares immediately following the completion of the transfer of shares to the private investor, or whether there are
 any other conditions that must be met prior to distributing the shares to Meridien. Further, please clearly state here and on page 122, if true, that Meridien will hold founder shares directly and will have the ability to vote and dispose of
 the shares, subject to applicable transfer restrictions.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on pages 9, 14 and 129 in response to the Staff’s comment. The Company further advises the Staff
 that there are no conditions that must be met prior to distributing the shares to Meridien and that the Meridien Consulting Agreement has been revised to reflect that Meridien is entitled to receive 87,500 founder shares as compensation for consulting
 services. Meridien has already earned and is entitled to the founder shares. The founder shares will be distributed to Meridien at Meridien's request, but in no event later than the closing of the Company's IPO.

 4.

 We note your response to prior comment 5. Please revise your table to specifically disclose the interests in the founder shares to be held by each independent director and member of management.
 Please also revise your disclosure on page 121. Please refer to Items 1602(b)(6) and 1603(a)(6) of Regulation S-K. Further, it appears that directors and management will have a direct interest in the founder shares. Please clarify, if true,
 that they will also have the ability to vote and dispose of the shares, subject to applicable transfer restrictions.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on pages 7 and 123 in response to the Staff’s comment.

 Our Advisors, page 13

 5.

 We note that Meridien may provide assistance during your search for a business combination target. Please further elaborate on the nature of the assistance to be provided and how it will be
 different from the services provided by Meteora. Please clarify whether Meridien will receive additional fees for providing these services, in addition to the shares it will receive. Further, given that both advisors may provide assistance in
 your search for a target, please clarify whether this may create conflicts between the sponsor and SPAC and how such conflicts may be resolved. Please refer to Item 1603(a)(4) of Regulation S-K.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on pages 14 and 129 in response to the Staff’s comment to reflect that
 Meteora will not be providing assistance during the search for a business combination target. The Company further advises the staff that the Sponsor has paid and will pay Meridien a cash fee in addition to the founder shares, as described in the
 Meridien Consulting Agreement.

 2

 Founder Shares, page 30

 6.

 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 explain why certain Class B units will be subject to forfeiture and others will not.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on pages 33 and 177 in response to the Staff’s comment.

 Use of Proceeds, page 107

 7.

 Please tell us where the Use of Proceeds table reflects the $500,000 of compensation payable to Meteora upon closing of the offering under the Consulting Services Agreement, or revise.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on pages 108 and 116 in response to the Staff’s comment. The Company further
 advises the Staff that there is an agreement in principle with Meteora to amend and restate the Consulting Services Agreement to reflect that only $150,000 of compensation is payable to Meteora upon closing of the offering. The amendment is in process
 and is expected be filed as a new Exhibit 10.8 in a subsequent filing before the Company's IPO.

 Dilution, page 111

 8.

 Please address the following with respect to your dilution disclosure:

 •

 The Company's tabular presentation of dilution at quartile intervals on pages 111-112 appears to assume your maximum redemption threshold is the entire amount of shares to be sold to public
 shareholders as part of this offering. We further note your disclosure throughout your filing that you may not redeem your public shares in an amount that would cause your net tangible assets to be less than $5,000,001. Please tell us how you
 considered this redemption restriction in your determination of your maximum redemption threshold for your dilution presentation. Please refer to Item 1602 of Regulation S-K.

 •

 We note your disclosure that public shareholders will be entitled to redeem their public shares for a pro rata portion of the amount in the trust account, initially anticipated to be $10.05 per
 share. Please explain to us why the "amounts paid for redemptions," as presented in the numerator for each redemption scenario of your NTBV detailed calculations table on page 111, are calculated at amounts representing more than $10.00 per
 share.

 •

 Please revise page 111 to disclose the amount the Company reduced its NTBV after the offering for purposes of presenting the maximum redemption scenario.

 Response :

 The Company respectfully acknowledges the Staff’s comment and notes that the net tangible assets requirement of not less than $5,000,0001 has been removed from the filing. As such, we
 believe the first and third points above are no longer applicable. With regard to the second point, the initial redemption price is set at $10.05. As such, the NTBV reflects redemption scenarios with a per share amount of $10.05, which is more than
 $10.00 per share.

 9.

 Please tell us how the 1,012,500 restricted Class A shares to be sold to the sponsor and Private Placement Investor are reflected in your dilution disclosures, either inside or outside of the table.
 Please see Item 1602(c) of Regulation S-K.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on pages 57 and 112 in response to the Staff’s comment by adding additional
 disclosure outside of the table regarding the exclusion from the table of the 1,012,500 restricted Class A shares due to the business combination vesting provision.

 3

 Recent Accounting Standards, page F-12

 10.

 We note your disclosure that there was no impact on the Company's financial statements and disclosures as a result of your adoption of ASU 2023-07. Please note that the disclosure requirements in
 ASC 280 - Segment Reporting applies to all public entities including those that have a single reportable segment. Please revise your financial statements to include the required disclosures. Refer to ASC 280-10-50-20.

 Response :

 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on page F-12 in response to the Staff’s comment to include the required
 disclosures.

 Exhibits

 11.

 In connection with your response to comment 13 in our letter dated December 20, 2024, please provide us supplementally with a copy of the consulting agreement with Meridien and any agreement with
 Meteora or Meridien with respect to purchasing your shares in accordance with Item 601(b)(10) of Regulation S-K.

 Response :

 The Company respectfully acknowledges the Staff’s comment and will supplementally provide the Meridien Consulting Agreement to the Staff. The Company further advises the Staff that the
 Company has no agreements with either Meteora or Meridien with respect to purchasing shares of the Company.

 *            *            *           *

 If you have any questions regarding this submission, please contact Gil Savir at 212-318-6080.

 Thank you for your time and attention.

 Sincerely,

 /s/ Gil Savir

 Gil Savir

 of PAUL HASTINGS LLP

 4

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 May 1, 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
 Registration Statement on Form S-1
 Filed April 16, 2025
 File No. 333-286585
Dear Agustin Aldave:

 We have reviewed your registration statement and have the following
comments.

 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.

Registration Statement on Form S-1
Cover Page

1. We note you will issue one and one-fourth private placement units and
two and one-
 half restricted shares to the private investor and the sponsor per $10
invested. Please
 explain the purpose of offering these securities on different terms than
those offered to
 public investors, highlighting the discrepancy in the amount of units
plus additional
 shares that the sponsor and private investor will receive for a $10
investment, as
 compared to the public. Please address the dilutive impact this will
have on public
 investors and other associated risks, including whether the private
investor will be
 incentivized differently from public stockholders to vote in favor of an
initial business
 combination due to the terms upon which it purchased the securities or
otherwise.
2. We note that you have included disclosure regarding adjustments that you
may make
 with respect to the Class B shares if you increase or decrease the size
of the offering,
 as well as potential material dilution that may be caused by the
exercise of private
 May 1, 2025
Page 2

 placement warrants. Please add that additional dilution may occur in
connection with
 increases in the Class B shares if you increase the size of the
offering, and in
 connection with the private warrants if they are exercised on a cashless
basis.
Summary
Our Sponsor, page 6

3. We note your response to prior comments 4 and 7. Please clarify whether
Meridien
 will receive the shares immediately following the completion of the
transfer of shares
 to the private investor, or whether there are any other conditions that
must be met
 prior to distributing the shares to Meridien. Further, please clearly
state here and on
 page 122, if true, that Meridien will hold founder shares directly and
will have the
 ability to vote and dispose of the shares, subject to applicable
transfer restrictions.

4. We note your response to prior comment 5. Please revise your table to
specifically
 disclose the interests in the founder shares to be held by each
independent director and
 member of management. Please also revise your disclosure on page 121.
Please refer
 to Items 1602(b)(6) and 1603(a)(6) of Regulation S-K. Further, it
appears that
 directors and management will have a direct interest in the founder
shares. Please
 clarify, if true, that they will also have the ability to vote and
dispose of the shares,
 subject to applicable transfer restrictions.
Our Advisors, page 13

5. We note that Meridien may provide assistance during your search for a
business
 combination target. Please further elaborate on the nature of the
assistance to be
 provided and how it will be different from the services provided by
Meteora. Please
 clarify whether Meridien will receive additional fees for providing
these services, in
 addition to the shares it will receive. Further, given that both
advisors may provide
 assistance in your search for a target, please clarify whether this may
create conflicts
 between the sponsor and SPAC and how such conflicts may be resolved.
Please refer
 to Item 1603(a)(4) of Regulation S-K.
Founder Shares, page 30

6. 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 explain why
 certain Class B units will be subject to forfeiture and others will not.
Use of Proceeds, page 107

7. Please tell us where the Use of Proceeds table reflects the $500,000 of
compensation
 payable to Meteora upon closing of the offering under the Consulting
Services
 Agreement, or revise.
Dilution, page 111

8. Please address the following with respect to your dilution disclosure:
 The Company's tabular presentation of dilution at quartile intervals
on pages 111-
 May 1, 2025
Page 3

 112 appears to assume your maximum redemption threshold is the
entire amount
 of shares to be sold to public shareholders as part of this
offering. We further note
 your disclosure throughout your filing that you may not redeem your
public
 shares in an amount that would cause your net tangible assets to be
less than
 $5,000,001. Please tell us how you considered this redemption
restriction in your
 determination of your maximum redemption threshold for your dilution
 presentation. Please refer to Item 1602 of Regulation S-K.
 We note your disclosure that public shareholders will be entitled
to redeem their
 public shares for a pro rata portion of the amount in the trust
account, initially
 anticipated to be $10.05 per share. Please explain to us why the
"amounts paid for
 redemptions," as presented in the numerator for each redemption
scenario of your
 NTBV detailed calculations table on page 111, are calculated at
amounts
 representing more than $10.00 per share;
 Please revise page 111 to disclose the amount the Company reduced
its NTBV
 after the offering for purposes of presenting the maximum redemption
scenario.
9. Please tell us how the 1,012,500 restricted Class A shares to be sold to
the sponsor
 and Private Placement Investor are reflected in your dilution
disclosures, either inside
 or outside of the table. Please see Item 1602(c) of Regulation S-K.
Recent Accounting Standards, page F-12

10. We note your disclosure that there was no impact on the Company's
financial
 statements and disclosures as a result of your adoption of ASU 2023-07.
Please note
 that the disclosure requirements in ASC 280 - Segment Reporting applies
to all public
 entities including those that have a single reportable segment. Please
revise your
 financial statements to include the required disclosures. Refer to ASC
280-10-50-20.
Exhibits

11. In connection with your response to comment 13 in our letter dated
December 20,
 2024, please provide us supplementally with a copy of the consulting
agreement with
 Meridien and any agreement with Meteora or Meridien with respect to
purchasing
 your shares in accordance with Item 601(b)(10) of Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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 Pam Long at
202-551-3765 with
any other questions.
 May 1, 2025
Page 4

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Via EDGAR Submission

 April 16, 2025

 Office of Real Estate & Construction
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Jeffrey Lewis
 Shannon Menjivar
 Stacie Gorman
 Pam Long

 Re: Globa Terra Acquisition Corp
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted January 27, 2025
 CIK No. 0002043766

 Dear Jeffrey Lewis, Shannon Menjivar, Stacie Gorman and Pam Long:

 On behalf of Globa Terra Acquisition Corporation, a Cayman Islands exempted company (“ we ” or “ Company ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
 February 10, 2025, regarding the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted to the Commission on January 27, 2025. For the Staff’s convenience, we have repeated below each of the Staff’s comments in
 bold, and have followed such comment with the Company’s response. Concurrently with the transmission of this letter, we are publicly filing the Company’s Registration Statement on Form S-1 with the Commission through EDGAR (the “ Registration Statement ”), which reflects the Company’s responses to the Staff’s comments and certain updated information. All page references in the responses set forth below refer to page numbers in the
 Registration Statement.

 Amendment No. 1 to Draft Registration Statement on Form S-1
 Cover Page

 1.

 We note your response to prior comment 2. Please revise to address the incentives that Meteora and Meridien have to vote in favor of the combination.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on the cover page and on pages 13-14, 53 and 128 in response to the Staff’s comment.

 2.

 We note your response to prior comment 3. We note that your independent directors will receive indirect interests in founder shares through membership interests in the sponsor as compensation for their services
 as directors. Please revise to disclose these ownership interests, as well as related conflicts of interest on the cover page.

 Response :
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that the independent directors will receive founder shares from the Sponsor directly prior to the Company’s initial
 public offering.

 The Company has revised the Registration Statement on pages 30 and 178 to reflect as such.

 3.

 We note your disclosure on the cover page in response to prior comment 7. Please also disclose whether the recapitalization or other mechanisms you may use to maintain the sponsor’s 20% ownership interest if you
 change the size of the offering may result in a material dilution of the purchasers’ equity interests, as required by Item 1602(a)(3) of Regulation S-K. In addition, please disclose the potential recapitalization or other mechanism and the
 extent to which it may result in material dilution where you discuss securities issuable to the sponsor in the tables on pages 6 and 114. See Item 1602(b)(6) of Regulation S-K.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on pages 8 and 122 in response to the Staff’s comment.

 Our Sponsor, page 6

 4.

 Describe the material terms of the sponsor’s agreement with Meridien that provide for the transfer of founder shares from the sponsor to Meridien. Please see Item 1603(a)(6) of Regulation S-K. We note that you
 already disclose that Meridien will be subject to transfer restrictions on page 8.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on pages 13, 123 and 128 in response to the Staff’s comment.

 5.

 We note disclosure that your two independent directors have an indirect interest through the sponsor in all of the 7,187,500 founder shares held by the sponsor. This suggests that they may have a material
 interest in the SPAC sponsor. Please clarify, and provide disclosure required by Item 1603(a)(7).

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on pages 30 and 178 in response to the Staff’s comment. The Company clarifies that the three
 independent directors and certain members of the Company's management team will collectively receive 325,000 founder shares from  the sponsor.

 Summary
 Our Advisors, page 11

 6.

 We were not able to locate your response to prior comment 12 and reissue. Please clarify, here and on page 119, what services will be provided by each of the advisors and how the services of each are distinct.
 Also clarify whether Meteora will provide its services to the SPAC and Meridien will provide its services to the sponsor, consistent with each party’s responsibility to pay each advisor. If so, please discuss why the parties have independent
 advisors and whether this may create conflicts between the sponsor and SPAC and how such conflicts may be resolved. Please refer to Item 1603(a)(4) of Regulation S-K.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on pages 13 and 127-128 in response to the Staff’s comment.

 7.

 Disclosure on page 11 indicates that the sponsor will transfer founder shares to Meridien at a later date. Please clarify when the transfer will take place and how the number of founder shares to be transferred
 will be determined. Clarify, if true, that unlike non-managing sponsor investors and independent directors who will hold interests in founder shares indirectly through the sponsor, Meridien will hold founder shares directly and have the
 ability to vote and dispose of the shares.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on pages 8, 13, 123 and 128 in response to the Staff’s comment.

 2

 Risk Factors, page 56

 8.

 We note your disclosures provided in response to prior comment 15 under the risk factor caption “Our letter agreement . . . may be amended without shareholder approval” on page 77. Please add a separate risk
 factor and caption that directly address the risk that the sponsor may dispose of its interest in the company or otherwise withdraw as sponsor prior to the completion of a business combination.

 Response :
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on page 82 in response to the Staff’s comment.

 *          *          *          *

 If you have any questions regarding this submission, please contact Gil Savir at 212-318-6080.

 Thank you for your time and attention.

 Sincerely,
 /s/ Gil Savir
 Gil Savir
 of PAUL HASTINGS LLP

 3

February 10, 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 Draft Registration Statement on Form S-1
Submitted January 27, 2025
CIK No. 0002043766
Dear Agustin Aldave:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 20, 2024, letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 2. Please revise to address the incentives that
Meteora and Meridien have to vote in favor of the combination.
2.We note your response to prior comment 3. We note that your independent directors
will receive indirect interests in founder shares through membership interests in the
sponsor as compensation for their services as directors. Please revise to disclose these
ownership interests, as well as related conflicts of interest on the cover page.

February 10, 2025
Page 2
3.We note your disclosure on the cover page in response to prior comment 7. Please
also disclose whether the recapitalization or other mechanisms you may use to
maintain the sponsor's 20% ownership interest if you change the size of the offering
may result in a material dilution of the purchasers' equity interests, as required by Item
1602(a)(3) of Regulation S-K. In addition, please disclose the potential
recapitalization or other mechanism and the extent to which it may result in material
dilution where you discuss securities issuable to the sponsor in the tables on pages 6
and 114. See Item 1602(b)(6) of Regulation S-K.
Our Sponsor, page 6
4.Describe the material terms of the sponsor's agreement with Meridien that provide for
the transfer of founder shares from the sponsor to Meridien. Please see Item
1603(a)(6) of Regulation S-K. We note that you already disclose that Meridien will be
subject to transfer restrictions on page 8.
5.We note disclosure that your two independent directors have an indirect interest
through the sponsor in all of the 7,187,500 founder shares held by the sponsor. This
suggests that they may have a material interest in the SPAC sponsor. Please clarify,
and provide disclosure required by Item 1603(a)(7).
Summary
Our Advisors, page 11
6.We were not able to locate your response to prior comment 12 and reissue. Please
clarify, here and on page 119, what services will be provided by each of the advisors
and how the services of each are distinct. Also clarify whether Meteora will provide
its services to the SPAC and Meridien will provide its services to the sponsor,
consistent with each party's responsibility to pay each advisor. If so, please
discuss why the parties have independent advisors and whether this may create
conflicts between the sponsor and SPAC and how such conflicts may be
resolved. Please refer to Item 1603(a)(4) of Regulation S-K.
7.Disclosure on page 11 indicates that the sponsor will transfer founder shares to
Meridien at a later date. Please clarify when the transfer will take place and how the
number of founder shares to be transferred will be determined. Clarify, if true, that
unlike non-managing sponsor investors and independent directors who will hold
interests in founder shares indirectly through the sponsor, Meridien will hold founder
shares directly and have the ability to vote and dispose of the shares.
Risk Factors, page 56
8.We note your disclosures provided in response to prior comment 15 under the risk
factor caption "Our letter agreement . . . may be amended without shareholder
approval" on page 77. Please add a separate risk factor and caption that directly
address the risk that the sponsor may dispose of its interest in the company or
otherwise withdraw as sponsor prior to the completion of a business combination.
             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

February 10, 2025
Page 3
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Brandon J. Bortner, Esq.

December 20, 2024
Agustin Aldave
Chief Executive Officer
Globa Terra Acquisition Corp
Homero 109, Despacho 1602, Polanco
Ciudad de Mexico, Mexico, 11560
Re:Globa Terra Acquisition Corp
Draft Registration Statement on Form S-1
Submitted November 26, 2024
CIK No. 0002043766
Dear Agustin Aldave:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed November 26, 2024
Cover Page
1.Please revise the dilution table to comply with the requirements set forth in Item
1602(a)(4) of Regulation S-K.
2.We note your disclosure that Meteora is expected to purchase shares in the offering.
Please clarify if Meridien is also expected to purchase shares. Please clarify if either
entity has entered into an agreement to purchase the shares, and if there is any limit on
the number of shares that may be purchased. We note that you intend to file the
consulting agreement with Meteora.
We note disclosure on page 6 that your independent directors will receive indirect
interests in founder shares through membership interests in the sponsor as
compensation for their services as directors. Please revise to disclose these interests 3.

December 20, 2024
Page 2
here and on page 152 under "Executive Officer and Director Compensation." See Item
402(r)(3) of Regulation S-K. Please also revise the tables and disclosure on pages 5
through 6 and 110 through 111.
4.We note your disclosure in paragraph 14 of the cover page regarding some of the
potential conflicts of interest that your sponsor and members of management may
have. Please revise to state clearly that there may be actual or potential material
conflicts of interest between the sponsor, its affiliates, or promoters on one hand, and
purchasers in the offering on the other. Please refer to Item 1602(a)(5) of Regulation
S-K
5.In the eighth paragraph, please disclose the number of institutional investors that may
purchase shares in the offering.
6.We note your disclosure that shareholders can vote at any time to amend the charter to
change the completion window. Please state whether there are any limits on the
number of times the completion window can be changed, or on the duration of any
extensions.
7.We note disclosure on page 26 that if you increase or decrease the size of the offering,
you will take steps to maintain the ownership of initial shareholders at 20% of issued
and outstanding ordinary shares. Please revise disclosure on your cover page to
address this potential adjustment to the number of Class B shares held by the sponsor
and its affiliates.
8.We note disclosure that none of the sponsor non-managing members has any
obligation to vote any public shares in favor of your initial business combination.
Please clarify that may nevertheless be incentivized to vote in favor due to their
indirect interests in private placement warrants and founder shares. We also note
disclosure on page 28 and elsewhere in the filing that if the sponsor non-managing
members purchase all of the units for which they have expressed interest or otherwise
hold a substantial number of units, then they will potentially have different interests
than other public shareholders. Please revise to clarify that regardless of the number of
units they purchase, sponsor non-managing members will have different interests than
other public shareholders in that they will be incentivized to vote for a business
combination due to their indirect interest in founder shares and private warrants.
9.Please revise the cover page to state whether the exercise of the private warrants on a
cashless basis and the conversion of the working capital loans into units may result in
a material dilution of the purchasers' equity interests. Further, please describe
the extent to which compensation may result in a material dilution of the purchasers’
equity interests. Please refer to Items 1602(a)(3),1602(b)(6), and 1603(a)(6) of
Regulation S-K.
Overview, page 2
For each special purpose acquisition company, please disclose the amount of time
taken to complete the initial business combination, whether there were any extensions
sought, and the percentage of redemptions. Please also provide disclosure regarding
Maquia Capital Acquisition Corp. here and where similar disclosure appears, as well
as in the fiduciary obligation table on page 158 with respect to Mr. Aldave. With 10.

December 20, 2024
Page 3
respect to Agrinam, please disclose if you have sought extensions of the time to
complete the business combination, if so, the number of times, the amount of time
currently left, the amount of redemptions, the amount left to invest, and whether it
may be subject to delisting if it does not complete a combination soon. Please make
similar revisions on page 109. Refer to Item 1603(a)(3) of Regulation S-K.
Summary, page 2
11.Please revise the appropriate section of your Summary to disclose that your ability to
identify and evaluate a target company may be impacted by significant competition
among other SPACs in pursuing a business combination transaction candidate and
that significant competition may impact the attractiveness of the acquisition terms that
you will be able to negotiate. In this regard, we note your disclosure on page 60 that
there are numerous other entities seeking targets with which you will compete.
Advisors, page 10
12.Please clarify the services that will be provided by each of the advisors and how the
services of each are distinct or otherwise clarify why you need the services of two
entities. Please also revise page 115. Please refer to Item 1603(a)(4) of Regulation S-
K.
13.We note your disclosure on pages 10 and 115 that your sponsor is “supported” by
your advisors and that the advisors will provide services in connection with this
offering and during your search for a business combination and that the sponsor’s
business is focused on investing in the company. Please provide an analysis as to
whether Meteora or Meridian Peak are affiliates of the sponsor or are promoters, each
within the meaning of Securities Act Rule 405. If so, please provide related
compensation and conflicts of interest disclosures on the cover page and in the
summary pursuant to Item 1602(a)(3) and (5) and Item 1602(b)(6) and (7).
Risk Factors, page 54
14.It appears that your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. Please revise your disclosure to include disclosure that addresses how this fact
could impact your ability to complete your initial business combination. For instance,
discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the
United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of
potential targets with which you could complete an initial business combination may
be limited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company,
and the warrants, which would expire worthless. Please include an example of your
intended disclosure in your response.

December 20, 2024
Page 4
15.We note your disclosure on page 7 that "in order to facilitate our initial business
combination, our sponsor may surrender or forfeit, transfer or exchange our founder
shares, private placement warrants or any of our other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities." Please add risk factor disclosure
regarding any risk that the sponsor may remove itself as Sponsor from the company
before identifying a business combination, including through the ability to transfer the
founder shares or otherwise.
If our initial business combination involves a company organized under the laws of the
United States..., page 70
16.We note your disclosure on page 98 that you may withdraw interest for the payment
of taxes. We also note disclosure regarding the risk that a U.S. federal excise tax could
be imposed on you if your business combination involves a company organized in the
United States. Please clarify whether you may withdraw interest for the payment of
the U.S. federal excise tax if it were imposed.
Use of Proceeds, page 97
17.We note that you have included the cost for the office and administrative support for
only 12 months. Given that you have up to 24 months to complete the initial business
combination, please advise why you have not included costs assuming you continue
for that period of time, and how you expect to cover those costs if not from proceeds
held outside the trust.
Dilution, page 101
18.Please tell us why your dilution disclosure appears to be based on the requirements in
Item 506 of Regulation S-K rather than Item 1602(c) of Regulation S-K, or revise.
Proposed Business
Our Sponsor, page 110
19.We note your disclosure regarding the lock-up agreement following the table. Please
revise the table on page 112 to include disclosure regarding the lock-up agreement
with the underwriter in accordance with Item 1603(a)(9) of Regulation S-K.
Executive Officer and Director Compensation, page 152
20.Please revise to discuss the membership interests in the sponsor that your independent
directors will receive for their services as a director. See Item 402(r)(3) of Regulation
SK.
Conflicts of Interest, page 155
21.Please revise disclosure on pages 156 and 157 to indicate that the conflicts of interest
are between the sponsor or its affiliates or your officers, directors or promoters and
unaffiliated security holders, and that such conflicts might not be resolved in favor of
unaffiliated security holders.

December 20, 2024
Page 5
Exhibits
22.We note that you intend to file the consulting agreement with Meteora. Please file the
consulting agreement with Meridien and any agreement with each of these entities
with respect to purchasing your shares in accordance with Item 601(b)(10) of
Regulation S-K or tell us why you believe you are not required to file the agreements.
            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 Pam Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Brandon J. Bortner, Esq.