Globa Terra Acquisition Corporation has agreed to combine with Nature’s Ledger Inc. in a transaction that will create a new publicly traded parent company. The deal would bring Nature’s Ledger and a related Canadian company under that parent, with Nature’s Ledger’s and the related company’s securityholders receiving shares and other securities in the new company.
The announcement sets out the transaction’s structure, but not its financial terms. It does not provide a valuation, exchange ratio, PIPE financing amount or terms, or a timetable for closing.
Key details
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A new public parent would be formed. Globa Terra would merge into a newly incorporated subsidiary, which would survive as the parent company. That company would then move its legal home from the Cayman Islands to Alberta and become the publicly traded company.
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Nature’s Ledger and a related company would combine. Nature’s Ledger, 1587815 B.C. Ltd. and another newly formed subsidiary would amalgamate under Canadian law. The resulting company would be wholly owned by the new public parent.
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Nature’s Ledger and the related company’s securityholders would receive securities in the new parent. The consideration includes common shares and other securities, with the specific amounts and terms not provided in the announcement. PIPE investors are also referenced, but no financing details are given.
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The transaction remains subject to conditions. Globa Terra and Nature’s Ledger plan to prepare a registration statement containing information about the deal and a proxy statement for Globa Terra shareholders. Shareholders will be asked to vote after the relevant materials are available; the announcement does not specify a vote date or closing date.
What changes
If completed, Globa Terra would no longer be the public parent. The new company, after continuing under Alberta law, would take that role, with the combined Nature’s Ledger business held beneath it. The information provided does not set out the ownership split after closing or explain how Globa Terra’s existing public shares, warrants and rights would be treated.