20-F: Alps Group Inc. Completes SPAC Merger, Nasdaq Listing

Alps Global Holding Pubco, now Alps Group Inc., has successfully completed its business combination with Globalink Investment Inc. and is now listed on Nasdaq.

Summary

• Alps Global Holding Pubco (Pubco), formerly Globalink Investment Inc., has completed its business combination with Alps Life Sciences Inc. (Alps Holdco) on October 28, 2025.
• The combined entity, now named Alps Group Inc., is listed on the Nasdaq Stock Market LLC under the symbol ALPS, with its warrants listed on OTCID under ALPWF.
• The aggregate consideration for the business combination was US$1.6 billion, paid in 160,000,000 newly issued PubCo ordinary shares at $10.00 per share to Alps Holdco shareholders.
• A private placement (PIPE Investment) of US$3,107,875 for 310,788 PubCo ordinary shares was consummated concurrently with the closing.
• Post-combination, Alps Holdco shareholders own approximately 96.1% of outstanding PubCo ordinary shares, Globalink founders and directors own 1.7%, Globalink public holders own 0.7%, PIPE Investors own 0.2%, IBDC Asia Sdn. Bhd. owns 0.5%, and PGM owns 0.6%.
• The company reported a pro forma net loss of $(67,684,225) and pro forma operating loss of $(66,849,980) for the fiscal year ended March 31, 2025, on revenues of $3,371,037.
• Total indebtedness as of March 31, 2025, on a pro forma basis, was $10,165,195, with cash and cash equivalents of $3,034,585.
• The business combination is accounted for as a capital reorganization, with Alps Holdco deemed the accounting acquirer.
• 8,000,000 PubCo ordinary shares are held in escrow to satisfy potential indemnification obligations under the Merger Agreement.

Sentiment

Score: 4

Explanation: The completion of the merger and Nasdaq listing are positive milestones, but the significant pro forma net loss and negative equity, coupled with multiple merger agreement amendments, temper overall sentiment. The company is in a high-growth, high-investment phase with substantial risks.

Positives

• Successful completion of the business combination, creating a publicly traded entity on Nasdaq.
• Secured US$3,107,875 in PIPE financing, demonstrating investor confidence in the combined entity.
• The company has established a robust corporate governance structure with independent directors and specialized committees (Audit, Compensation, Nominating and Corporate Governance) in compliance with Nasdaq and SEC rules.
• The company has a clear plan for post-merger operations, with Alps Holdco's business forming the core of the combined company.

Negatives

• Reported a significant pro forma net loss of $(67,684,225) for the fiscal year ended March 31, 2025.
• Pro forma operating loss for the fiscal year ended March 31, 2025, was $(66,849,980), indicating substantial operational expenses relative to revenue.
• The company's pro forma total equity shows a deficit of $(265,676) as of March 31, 2025.
• The merger agreement underwent multiple amendments, suggesting potential complexities or changes during the process.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions could adversely affect operations.
• Inability to obtain necessary financing (equity, debt, or convertible debt) on favorable terms or at all to fund operations.
• Growth in demand for products and services may be lower or eventuate later than expected, including delays in development, clinical trials, or commercialization of product candidates.
• Increases in prices of labor or materials, or adverse movements in foreign exchange rates.
• Disruption to global supply chains could impact the company's ability to operate effectively.
• Downward pricing pressure from customers may reduce profitability.
• Risk of inability to maintain the listing of the company's securities on a U.S. securities exchange.
• Failure to realize the anticipated benefits of the Business Combination and related transactions.
• Risks related to the rollout of the business strategy and the timing of expected business milestones.
• Effects of competition on future business, and the ability to grow, manage growth, establish and maintain customer relationships, and retain management and key employees.
• The outcome of any legal proceedings that may be instituted against the company or its directors or officers.
• Impact of any pandemic or other public health crisis, such as the COVID-19 pandemic, and governmental responses.
• Risks related to the Combined Company's industry.
• Changes in laws and regulations.
• Risks and uncertainties related to being based in and having substantially all operations in Malaysia.

Future Outlook

The company will use commercially reasonable efforts to keep the resale shelf registration statement effective and supplemented to comply with the Securities Act until all Registrable Securities are disposed of or cease to be Registrable Securities. Forward-looking statements are subject to various risks and uncertainties, and actual results may differ materially from expectations.

Management Comments

• Dr. Tham Seng Kong serves as Managing Director, Group Chief Executive Officer, and Group Chief Research Scientist, bringing deep expertise in life sciences and cellular therapy.
• Ms. Chew Yoke Ling oversees sales and marketing activities for Alps products and services, including medical tourism efforts.
• Ms. Low Wei Sim (Amanda) serves as Chief Operating Officer, bringing expertise in healthcare and wellness operations.
• Professor Manickam Ravichandran, Chief Scientific Officer, is responsible for overseeing scientific and research-related activities.
• Professor Poh Chit Laa, Chief Vaccine Development Officer, brings expertise in medical microbiology, bacteriology, and biotechnology.

Industry Context

The completion of this SPAC merger allows Alps Group Inc. to access public markets for capital and growth, a common strategy in the life sciences and biotechnology sectors. The company's focus on cellular therapy and vaccine development places it in a high-growth, high-risk industry driven by innovation and regulatory approvals. Its base in Malaysia suggests a focus on the Asian market, potentially leveraging regional expertise and market opportunities.

Comparison to Industry Standards

• The pro forma net loss of $(67.7) million on revenues of $3.4 million for the fiscal year ended March 31, 2025, indicates that Alps Group Inc. is in an early-stage or high-investment phase, which is not uncommon for life sciences companies focused on R&D and product development. Comparable early-stage biotech companies often report significant losses as they invest heavily in research, clinical trials, and infrastructure before commercialization.
• The total indebtedness of $10.2 million and a negative equity position of $(0.3) million suggest a reliance on debt or recent capital injections, which is typical for companies undergoing a SPAC merger to fund operations and growth initiatives. More established industry players like Pfizer or Moderna, for example, would show substantial positive equity and profitability, but they are at a much later stage of commercialization.
• The valuation of $1.6 billion for Alps Holdco in the merger, while substantial, needs to be assessed against its pipeline, intellectual property, and market potential. Without specific details on its product pipeline, clinical trial stages, or market share, a direct comparison to publicly traded peers like BioNTech (focused on vaccines) or Gilead Sciences (biopharmaceuticals) is difficult, as these companies have mature product portfolios and established revenue streams. However, the valuation implies significant future growth expectations.
• The ownership structure, with Alps Holdco shareholders retaining 96.1% and Globalink public holders 0.7%, indicates a reverse merger dynamic where the operating company's existing shareholders maintain dominant control, which is a common characteristic of de-SPAC transactions.

Management Changes

Corporate Governance

Legal Proceedings

• The filing incorporates by reference information on legal or arbitration proceedings from the Proxy Statement in the section titled 'Information About Alps Legal Proceedings'. No specific details are provided in the immediate filing.

Related Party Transactions

• The filing incorporates by reference information on related party transactions from the Proxy Statement in the section titled 'Certain Relationships and Related Person Transactions Certain Relationships and Transactions of Alps'.
• Dr. Tham Seng Kong, a director of Alps, converted 50% of amounts due at closing into 291,716 PubCo ordinary shares.
• Ms. Chew Yoke Ling, a director of Alps, converted amounts due at closing into 13,793 PubCo ordinary shares.
• PGM (Public Gold Marketing Sdn. Bhd.), an affiliate of the Sponsor, partially converted amounts due in promissory notes into 280,394 PubCo ordinary shares.
• Ng Yan Xun partially converted amounts due in related party advances at closing into 39,000 PubCo ordinary shares.

Stakeholder Impact

• **Shareholders:** Existing Globalink shareholders (public and founders) and Alps Holdco shareholders now hold shares in the combined public entity, Alps Group Inc., with their ownership percentages adjusted post-merger. PIPE investors also became shareholders. The significant pro forma net loss could impact shareholder value in the short term.
• **Employees:** Alps Holdco's senior management forms the senior management of the Combined Company, providing continuity. New employment agreements are in place for executive officers.
• **Customers & Suppliers:** The business combination is expected to continue the operations of Alps Holdco, implying continuity for existing customer and supplier relationships.
• **Creditors:** The company's total indebtedness of over $10 million and negative equity position may be a concern for creditors, though the PIPE investment provides some capital.

Next Steps

• PubCo will file a resale shelf registration statement on behalf of stockholders no later than 60 days after the Closing.
• The company will continue to evaluate and seek suitable candidates to serve as the permanent Chief Financial Officer.
• The company will continue to use commercially reasonable efforts to keep the resale shelf registration statement effective and supplemented to comply with the Securities Act.

Key Dates

Recommendation

The completion of the SPAC merger and subsequent Nasdaq listing are significant positive developments, providing the company with access to public capital markets. However, the pro forma financial statements reveal a substantial net loss and negative equity, indicating the company is in an early, high-investment phase. While the management team has strong industry expertise, the lack of detailed forward-looking financial guidance and the inherent risks in the life sciences sector warrant a cautious approach. Investors should monitor the company's operational performance, progress on its business strategy, and future financial reports before making more definitive investment decisions.

Keywords

Alps Group Inc, Globalink Investment Inc, Alps Life Sciences Inc, SPAC merger, Business Combination, Nasdaq listing, SEC filing, Form 20-F, financial results, corporate governance, biotechnology, life sciences, Malaysia