SCHEDULE: Alps Group CEO Dr. Tham Kong Discloses 46.36% Stake Post-Merger

Alps Group Inc.'s CEO, Dr. THAM Seng Kong, has disclosed beneficial ownership of 46.36% of the company's ordinary shares following a $1.6 billion merger.

Summary

• Dr. THAM Seng Kong, CEO and Director of Alps Group Inc., has filed a Schedule 13D disclosing beneficial ownership of 77,144,380 ordinary shares.
• This represents approximately 46.36% of the company's outstanding ordinary shares, calculated based on 166,400,326 shares as of October 28, 2025.
• The shares were acquired as part of a business combination where Globalink Investment Inc. merged with Alps Life Sciences Inc. (Alps Holdco), resulting in Alps Group Inc. as the public entity.
• Dr. Tham received 76,852,664 shares as his pro rata portion of the US$1.6 billion merger consideration, which was paid in newly issued PubCo ordinary shares at $10.00 per share.
• An additional 291,716 shares were received by Dr. Tham through a novation and debt capitalization agreement for partial settlement of debts owed to him.
• Dr. Tham is subject to a lock-up agreement, restricting the sale of his shares with a staggered release schedule over 15 months from the closing date.

Sentiment

Score: 7

Explanation: The filing indicates a significant insider stake by the CEO, signaling confidence in the company's future post-merger. The stated intention to expand the business through acquisitions and strategic partnerships is positive, though potential dilution from future capital raises is a consideration. The lock-up agreement, while restricting liquidity, also demonstrates a long-term commitment from the insider.

Positives

• A significant insider stake of 46.36% by the CEO and Director, Dr. THAM Seng Kong, aligns management's interests with shareholders.
• The acquisition of shares is based on Dr. Tham's belief that they represent an attractive investment.
• The company completed a $1.6 billion business combination, indicating a significant strategic transaction.

Negatives

• The lock-up agreement restricts the liquidity of a substantial portion of the company's shares held by a key insider for up to 15 months.

Risks

• The lock-up agreement on Dr. Tham's shares could impact market liquidity and trading dynamics for a significant period.
• Future acquisitions or strategic partnerships, potentially funded by issuing additional securities, could dilute existing shareholders.
• The reporting person may decide to increase or decrease his investment based on various factors, which could introduce volatility.

Future Outlook

The reporting person believes the shares represent an attractive investment and may acquire additional shares or engage in discussions for future acquisitions. As a director, executive officer, and significant stockholder, he intends to vote his shares or otherwise cause the company to pursue acquisitions and strategic partnerships to expand the business and obtain working capital, potentially through private placement of securities.

Management Comments

• "The acquisition by the Reporting Person of the Shares... was effected because of the belief that the Shares represent an attractive investment."
• "The Reporting Person intends to review his investment in the Company on a continuing basis and, depending upon the price and availability of shares... may decide at any time to increase or to decrease the size of his investment in the Company."
• "As a director, executive officer and significant stockholder in the Company, the Reporting Person may vote his shares or otherwise cause the Company to enter into acquisitions and strategic partnerships to expand the business of the Company and or to obtain working capital through the private placement of securities of the Company."

Industry Context

This filing primarily concerns a change in beneficial ownership following a merger and does not provide specific industry context or trends. The merger itself (Globalink Investment Inc. with Alps Life Sciences Inc.) suggests a SPAC transaction bringing a life sciences company public.

Related Party Transactions

• Dr. THAM Seng Kong received 291,716 shares of Ordinary Shares pursuant to a novation and debt capitalization agreement as a partial settlement of debts owed to him. This is a related party transaction as he is the CEO and a significant shareholder.

Stakeholder Impact

• Shareholders: The significant insider ownership by the CEO could be viewed positively, aligning management interests. However, potential future dilution from capital raises for acquisitions or working capital is a consideration. The lock-up agreement temporarily reduces the free float of a large block of shares.
• Employees: Potential expansion through acquisitions and strategic partnerships could lead to growth opportunities.
• Creditors: The debt capitalization agreement indicates a settlement of debt, which could impact creditors.

Next Steps

• The reporting person will continue to review his investment and may acquire or dispose of shares.
• The company may pursue acquisitions and strategic partnerships to expand its business.
• The company may seek working capital through private placement of securities.
• The lock-up agreement on Dr. Tham's shares will gradually expire over 15 months from the merger closing date.

Key Dates

Recommendation

The filing reveals a substantial insider stake by the CEO post-merger, which is generally a positive signal of confidence. However, the shares are subject to a lock-up, limiting immediate liquidity. The stated intent for future acquisitions and capital raises, while strategic, introduces potential dilution. Given the recent merger and the lock-up period, a "hold" recommendation is appropriate as the market digests the new ownership structure and awaits further operational updates and strategic execution. The significant insider ownership provides a floor, but the lock-up and potential future capital raises warrant caution before a stronger recommendation.

Keywords

Alps Group Inc., THAM Seng Kong, Schedule 13D, Beneficial Ownership, Merger Agreement, Globalink Investment Inc., Alps Life Sciences Inc., Lock-up Agreement, Corporate Governance, Insider Ownership, Equity Stake, SEC Filing