Globa Terra Acquisition Corporation has entered into a non-binding Letter of Intent with Nature's Ledger Inc. covering a proposed business combination. The arrangement is an initial step toward a possible definitive Business Combination Agreement and is not itself a completed transaction.
#Proposed transaction remains conditional
The proposed combination is intended to result in Nature's Ledger becoming a publicly traded company. That outcome remains subject to satisfactory due diligence, negotiation and execution of definitive agreements, required corporate and shareholder approvals, regulatory review and other customary closing conditions.
The parties said they expect to continue working on due diligence and the terms of a definitive agreement. Completion would also require approval by the boards of directors of both companies, Globa Terra shareholder approval where required, compliance with regulatory and securities-law requirements, satisfaction of applicable Nasdaq requirements, financing considerations and other customary closing conditions.
The announcement states that there is no assurance that the parties will execute a definitive Business Combination Agreement, obtain financing on acceptable terms, receive the necessary approvals or complete the proposed business combination.
#Nature's Ledger platform and asset focus
Nature's Ledger is developing technology and infrastructure for the tokenization and on-chain trading of real-world assets. Its activities include asset origination, project development, verification, blockchain-enabled tokenization, digital asset infrastructure and marketplace services.
The company focuses on nature-based and related assets, including agriculture, forestry, real estate, water, biodiversity, carbon and other natural resources. It says its model is designed to support the issuance, trading and financing of these assets by connecting physical and environmental assets with digital infrastructure and capital markets.
Nature's Ledger's operations also include merchant banking, project finance and advisory services, direct ownership of selected assets, and a consumer-facing exchange for real-world asset markets. The announcement refers to relationships and projects involving agricultural producers, Indigenous and First Nations communities and environmental projects.
Nature's Ledger originated in the heartland of Canadian agriculture and operates in Canada, the United States, Europe, Brazil and Southeast Asia.
#Extension costs and transaction process
As the parties work toward a definitive agreement, Nature's Ledger has agreed to contribute toward a portion of the costs associated with extending Globa Terra's business-combination period. The additional time is intended to support work on the definitive agreement, regulatory filings, financing activities and other steps connected with the proposed combination.
Any extension remains subject to the applicable provisions of Globa Terra's governing documents, shareholder approvals where required, applicable law and the final terms approved by the parties and their respective legal advisers.
Globa Terra is a special purpose acquisition company formed to pursue a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination. The company says it looks for businesses with differentiated models, attractive long-term growth opportunities and potential access to the U.S. public capital markets.
#Comments from the companies
Edward J. Preble, Globa Terra's Vice President of Investor Relations, said the company views Nature's Ledger as aligned with its focus on real-world asset tokenization, environmental markets, blockchain infrastructure and natural assets. He also pointed to Nature's Ledger's contribution toward extension costs as evidence of alignment while the parties work through due diligence, documentation, financing and regulatory filings.
Marty Seymour, Chief Executive Officer of Nature's Ledger, described the LOI as a step toward bringing nature-based assets into modern capital markets. He said the company's model combines asset ownership, project development, merchant banking, verification infrastructure and blockchain technology, while identifying Globa Terra's capital-markets experience as relevant to the proposed transaction.
#Key Takeaways
- Globa Terra Acquisition Corporation and Nature's Ledger Inc. have signed a non-binding Letter of Intent for a proposed business combination.
- The proposed transaction is intended to result in Nature's Ledger becoming a publicly traded company, but it remains subject to due diligence, definitive agreements, approvals, regulatory requirements, financing and other closing conditions.
- Nature's Ledger develops infrastructure for tokenized real-world assets, with a focus on agriculture, forestry, real estate, water, biodiversity, carbon and other natural resources.
- Nature's Ledger has agreed to contribute toward a portion of the costs of extending Globa Terra's business-combination period, subject to applicable requirements and approvals.
- The companies have stated that there is no assurance that a definitive agreement will be signed or that the proposed combination will be completed.
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