M&A - GLOBALINK INVESTMENT INC.
Form Type: 8-K
Filing Date: 2025-03-12
Corporate Action: Merger
Type: Update
Accession Number: 000149315225010037
Filing Summary: On March 7, 2025, Globalink Investment Inc. entered into a revised merger agreement with Alps Global Holding Pubco and Alps Biosciences Merger Sub, among others. This agreement follows an original agreement dated May 20, 2024, and includes terms regarding the conversion of promissory notes issued by Globalink totaling US$4.39 million. Specifically, it stipulates that US$2 million of this amount will be paid in cash within 60 days post-merger closing, while the remaining balance will convert into ordinary shares of PubCo at a fixed price of US$10.00 per share. Additionally, this filing serves as a notification regarding stockholder solicitation that will accompany the proposed business combination, underlining the importance of reading the associated proxy statement/prospectus.
Document Link: View Document
Additional details:
Entry Into Material Definitive Agreement Date: 2024-05-20
Amended Agreement Date: 2025-03-06
Promissory Notes Amount: 4.39 million USD
Cash Due Amount: 2 million USD
Conversion Price Per Share: 10.00 USD
Merger Parties: Globalink Investment Inc., Alps Global Holding Pubco, Alps Biosciences Merger Sub, Public Gold Marketing Sdn. Bhd.
Registration Statement Number: Registration No. 333-284035
Form Type: 8-K
Filing Date: 2025-03-07
Corporate Action: Merger
Type: Update
Accession Number: 000149315225009552
Filing Summary: Globalink Investment Inc. entered into a First Amendment to the Merger Agreement with Alps Holdco and others on March 6, 2025. The Amendment modifies the existing merger agreement by removing the earn-out provision and the $5,000,001 net tangible asset requirement for Globalink and PubCo at the time of Closing, assuming PubCo meets Nasdaq listing requirements. The document highlights the urgency for stockholders to read the proxy statement/prospectus which contains important information about the proposed transactions and notifications of the risks involved. The filing also emphasizes the non-solicitation nature of this report and clarifies that it is not a proxy solicitation or offer to sell securities. Participants in the proxy solicitation are identified and the uncertainties regarding the consummation of the proposed transactions are detailed, stressing that actual results may vary due to numerous factors. This report is part of the obligations under the Securities Exchange Act of 1934 and includes important forward-looking statements about future conditions and performance.
Document Link: View Document
Additional details:
Item 1 Merger Agreement Amendment Date: 2025-03-06
Item 2 Net Tangible Asset Requirement Removed: true
Item 3 Proxy Statement Included: true
Item 4 Registration Statement Number: 333-284035
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