8-K: Globalink Investment Inc. Amends Merger Agreement, Removes Nasdaq Listing Condition

Globalink Investment Inc. and Alps Life Sciences Inc. have amended their merger agreement to remove the requirement for continued listing on Nasdaq as a condition for closing the transaction.

Summary

• Globalink Investment Inc. has entered into a Second Amendment to its merger agreement with Alps Life Sciences Inc.
• The primary change is the removal of the condition that Globalink's securities must remain listed on Nasdaq for the merger to proceed.
• The amendment was signed on April 18, 2025, by Globalink, Alps Holdco, Parent Representative (GL Sponsor LLC), and Seller Representative (Dr. Tham Seng Kong).
• The original merger agreement was dated May 20, 2024, and previously amended on March 6, 2025.
• PubCo has filed a registration statement on Form F-4 with the SEC, including a proxy statement/prospectus for Globalink's stockholders.
• Stockholders are urged to read the proxy statement/prospectus carefully.
• The document includes forward-looking statements and outlines various risks and uncertainties related to the transaction.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the amendment removes a potential obstacle to the merger, the document also highlights numerous risks and uncertainties associated with the transaction.

Positives

• The removal of the Nasdaq listing condition may increase the likelihood of the merger being completed.
• The filing of the F-4 registration statement indicates progress towards the business combination.

Risks

• The document contains forward-looking statements, which are subject to risks, uncertainties, and other factors that could cause actual results to differ materially.
• Risks include failure to obtain stockholder approval, failure to secure required regulatory approvals, and other conditions to the consummation of the proposed Transactions under the Merger Agreement may not be satisfied.
• The effects that any termination of the Merger Agreement may have on Globalink or Alps Holdco or their respective business, including the risks that Globalinks stock price may decline significantly if the proposed Transactions are not completed.
• The effects that the announcement or pendency of the proposed Transactions may have on Alps Holdco and its business, including the risks that as a result (a) Globalinks business, operating results or stock price may suffer or (b) PubCos, Globalinks or Alps Holdcos current plans and operations may be disrupted.
• The inability to recognize the anticipated benefits of the proposed Transactions.
• Unexpected costs resulting from the proposed Transactions.
• Changes in general economic conditions.
• Regulatory conditions and developments.
• Changes in applicable laws or regulations.
• The nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the proposed Transactions and instituted against PubCo, Globalink, Alps Holdco and others.
• Other risks and uncertainties indicated from time to time in the registration and proxy statement relating to the proposed Transactions, including those under Risk Factors therein, and in Globalinks other filings with the SEC.

Future Outlook

The document includes forward-looking statements regarding the proposed transactions and the future financial or operating performance of Globalink, Alps Holdco, and PubCo. However, it also cautions that actual results may vary materially due to various risks and uncertainties.

Management Comments

• Say Leong Lim, Chief Executive Officer of Globalink Investment Inc., signed the report.
• Dr. Tham Seng Kong, Chief Executive Officer and Director of Alps Life Sciences Inc, signed the report.
• Yan Xun Ng, Manager of GL Sponsor LLC, signed the report.

Industry Context

SPAC mergers are subject to regulatory scrutiny and market volatility, so the removal of the Nasdaq listing condition could be a strategic move to increase deal certainty.

Stakeholder Impact

• The proposed transactions could impact Globalink's stockholders, Alps Holdco's shareholders, and employees of both companies.
• The removal of the Nasdaq listing condition could affect the value of Globalink's stock.

Next Steps

• Globalink stockholders need to approve the proposed business combination.
• The parties need to secure required regulatory approvals.
• The parties need to satisfy other conditions to the consummation of the proposed Transactions under the Merger Agreement.

Key Dates

Keywords

merger agreement, Globalink Investment Inc., Alps Life Sciences Inc., Nasdaq, business combination, amendment, SEC, proxy statement, Form F-4