As filed with the U.S. Securities and Exchange Commission on December 23, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
| 6770 | Not Applicable | |||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification No.) |
Wilayah
Persekutuan,
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies of communications to: | ||
Jenny Chen-Drake, Esq. The
Law Offices of Jenny Chen-Drake (310) 358-0880 |
Ying Li, Esq. Guillaume de Sampigny, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 (212) 530-2206 | |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: ☐
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
| ____________ |
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
SCHEDULE A —TABLE OF ADDITIONAL REGISTRANTS
Name |
State
or Other Jurisdiction of Incorporation or Organization |
I.R.S.
Employer Identification Number |
Address and Telephone Number of Registrant’s Principal Executive Offices | |||
| Alps Life Sciences Inc | The Cayman Islands | Not Applicable | Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia +603-2163 1113 |
(1) The agent for service for the Co-Registrant is:
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the U.S. Securities and Exchange Commission declares our registration statement effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION DATED DECEMBER 23, 2024
|
|
PROXY STATEMENT FOR SPECIAL MEETING OF
GLOBALINK INVESTMENT INC.
AND PROSPECTUS FOR UP TO 218,964,511 ORDINARY SHARES (INCLUDING SHARES
UNDERLYING WARRANTS) AND 6,035,000 WARRANTS OF
ALPS GLOBAL HOLDING PUBCO
To the Stockholders of Globalink Investment Inc.:
You are cordially invited to attend the special meeting of the stockholders (the “Special Meeting”) of Globalink Investment Inc., (“Globalink”, “we”, “our”, or “us”), which will be held at , Eastern Time, on , 2025. We will be holding the Special Meeting in a virtual meeting format at . Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement/prospectus includes instructions on how to access the Special Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity. You or your proxy holder will be able to attend and vote at the Special Meeting by visiting https://www.cstproxy.com/ and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.
Globalink is a Delaware company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The business combination will be completed through a two-step process consisting of the Redomestication Merger (as defined below) and the Acquisition Merger (as defined below). The Redomestication Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”
On January 30, 2024, Globalink entered into a merger agreement (as amended and restated on May 20, 2024 and as may be further amended, restated or supplemented from time to time, the “Merger Agreement”), by and among Globalink, GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the effective time of the Acquisition Merger (as defined below) (the “Effective Time”) in accordance with the terms and conditions of the Merger Agreement (the “Parent Representative” or the “Sponsor”), Alps Global Holding Pubco, a Cayman Islands exempted company (“PubCo”), Alps Biosciences Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”) and Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective Time for the shareholders of Alps Holdco as of immediately prior to the Effective Time in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative”).
Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink will be merged with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); and (ii) Merger Sub will merge with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). PubCo after the Business Combination is referred to in this proxy statement/prospectus as the “Combined Company.”
As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Alps Holdco will be cancelled in exchange for the right to receive PubCo ordinary shares equal to the Conversion Ratio (as defined in the Merger Agreement). The aggregate consideration for the Business Combination is US$1.6 billion, payable at the Closing in the form of newly issued PubCo ordinary shares, at $10.00 per share, of US$0.0001 par value each (the “Merger Consideration Shares”). The Merger Consideration Shares will be allocated pro rata with each shareholder of Alps Holdco receiving a number of PubCo ordinary shares determined in accordance with the terms of the Merger Agreement. Moreover, Alps Holdco’s shareholders will be eligible to receive up to an aggregate of 48,000,000 additional ordinary shares (the “Earnout Shares”) of the Combined Company upon the completion of certain milestones relating to the consolidated revenue of the Combined Company for five fiscal years following the Closing in accordance with the terms set forth in the Merger Agreement.
Subsequent to the execution of the Merger Agreement and as a condition and an inducement to Globalink and Alps Holdco to consummate the Business Combination, PubCo, Globalink and Alps Holdco have entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) dated June 4, 2024, June 5, 2024 and August 27, 2024, for an aggregate subscription amount of US$40.2 million in PubCo ordinary shares in a private placement to be consummated substantially concurrently with the Closing (the “PIPE Investment”). The purpose of the PIPE Investment is to raise additional capital for the business operations of the Combined Company. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. The PIPE Investors have not received any payments from the Sponsor in connection with the PIPE Investment.
At the Closing of the Business Combination, such number of ordinary shares the Combined Company representing five percent (5%) of the Merger Consideration Shares are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement (the “Escrow Shares”).
At the Special Meeting, Globalink stockholders will also be asked to consider and vote upon the following proposals:
| ● | to approve the Redomestication Merger. This proposal is referred to as the “Redomestication Merger Proposal;” | |
| ● | to approve the Acquisition Merger, the Merger Agreement and such other transactions contemplated by the Merger Agreement. This proposal is referred to as the “Acquisition Merger Proposal;” |
| ○ | to approve separate proposals, for purposes of complying with the Nasdaq Listing Rule 5635 (the “Nasdaq Listing Rule”), to issue (i) up to 208,000,000 PubCo ordinary shares pursuant to the Merger Agreement (including the ordinary shares issuable pursuant to certain earnout provisions in the Merger Agreement), and (ii) up to 4,020,000 PubCo ordinary shares to the PIPE Investors. These proposals are referred to as the “Nasdaq Proposals;” and |
| ○ | to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals, in the event that Globalink does not receive the requisite stockholder vote to approve the proposals. This proposal is referred to as the “Adjournment Proposal” and, together with the Redomestication Merger Proposal, the Acquisition Merger Proposal, and the Nasdaq Proposals, the “Proposals.” |
Globalink’s units, common stock, public warrants and public rights are traded on the OTC Pink under the symbols “GLLIU,” “GLLI,” “GLLIW,” and “GLLIR,” respectively. On , 2025, the record date for the Special Meeting, the closing sale prices of Globalink’s units, common stock, public warrants and public rights was $ , $ , $ and $ , respectively.
If the Globalink stockholders approve the Redomestication Merger Proposal and the Acquisition Merger Proposal, immediately prior to the consummation of the Business Combination, all outstanding units of Globalink will separate into their individual components of Globalink common stock, Globalink rights and Globalink warrants and will cease separate existence and trading.
Upon the consummation of the Business Combination the current equity holdings of the Globalink stockholders shall be exchanged as follows:
| (i) | Each share of Globalink common stock, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of Globalink common stock, PubCo shall issue to its holder (other than Globalink stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo ordinary share, which shall be fully paid; | |
| (ii) | Each Globalink warrant to purchase one-half (1/2) of one share of Globalink common stock issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into one warrant to purchase one-half (1/2) of one PubCo ordinary share (“PubCo warrant”) (or equivalent portion thereof). The PubCo warrants will have substantially the same terms and conditions as set forth in the Globalink warrants; and |
| (iii) | The holders of Globalink rights (convertible into one-tenth (1/10) of one share of Globalink common stock) issued and outstanding immediately prior to the effective time of the Redomestication Merger will obtain the right to receive one-tenth (1/10) of one PubCo ordinary share (“PubCo right”) in exchange for the cancellation of each Globalink right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share. |
It is anticipated that upon completion of the Business Combination, assuming no redemptions, Globalink’s public stockholders would retain an ownership interest of approximately 0.2% in PubCo, Globalink public rights holders would retain an ownership interest of approximately 0.8% in PubCo for a total ownership interest held by Globalink’s public stockholders of 0.8%, the PIPE Investors will own approximately 2.4% of PubCo, assuming the PIPE Investors will hold 4,020,000 PubCo ordinary shares, the Parent Representative and officers and directors of Globalink will retain an ownership interest of approximately 2.4% of PubCo, Public Gold Marketing Sdn. Bhd., a Malaysian private limited company and an affiliate of the Sponsor (“PGM”), the holder of 570,000 private units, which include an aggregate of 627,000 shares of Globalink common stock, will retain an ownership interest of approximately 0.4% of PubCo, IBDC Asia Sdn. Bhd., an advisory firm to Alps, will own approximately 0.9% of PubCo, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion, and the Alps Holdco’ shareholders will own approximately 93.8% of PubCo. These percentages are calculated based on a number of assumptions (described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the respective parties will be different. See “Frequently Used Terms — Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information and Notes.”
PubCo intends to apply for the listing of its ordinary shares and warrants on the Nasdaq under the symbols “ALPS” and “ALPSW”, respectively, in connection with the closing of the Business Combination. We cannot assure you that the PubCo ordinary shares and PubCo warrants will be approved for listing on Nasdaq.
The approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals, and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Globalink common stock cast by the stockholders represented in person by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting. If either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, the Nasdaq Proposals will not be presented to the Globalink stockholders for a vote. The approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal are preconditions to the consummation of the Business Combination.
Only holders of record of shares of Globalink common stock at the close of business on , 2025 (the “Record Date”), are entitled to notice of the Special Meeting and the right to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. Pursuant to the Globalink Charter, Globalink is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Globalink common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account maintained by Continental Stock Transfer & Trust Company for Globalink’s public stockholders (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of the initial public offering of Globalink consummated on December 9, 2021 (the “IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $3.33 million as of December 6, 2024, the estimated per share redemption price would have been approximately $11.98.
Public stockholders may elect to redeem their shares regardless of whether they vote for, against or abstain on the Redomestication Merger Proposal or the Acquisition Merger Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming in the aggregate 20% or more of his, her or its shares of common stock or, if part of such a group, the group’s shares of common stock included in the units sold in the IPO of Globalink. Holders of outstanding units must separate the underlying securities prior to exercising redemption rights with respect to the public shares.
The Sponsor hold an aggregate of 2,835,000 shares of Globalink common stock as of the date of this proxy statement/prospectus. The Sponsor will receive a positive rate of return so long as the market price of the common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. The Sponsor, its affiliates and promoters are not receiving compensation in connection with the Business Combination and the PIPE Investment. The Sponsor, its affiliates and promoters will not receive any securities of Globalink or PubCo in connection with the Business Combination and the PIPE Investment. However, the Sponsor is expected to own an equity interest of approximately 1.7% in the Combined Company after the consummation of the Business Combination. For an illustration of the dilutive effect the Business Combination, the PIPE Investment, and related transactions would have on the holders of public shares who hold the securities until the consummation of the Business Combination, see “Summary of the Proxy Statement/Prospectus — Ownership of the Combined Company After the Closing.” As of the date hereof, the deadline that Globalink has to consummate its initial business combination has been extended for a total of eighteen times, and a total of US$1,950,000 has been deposited into the Trust Account in connection with the previous extensions. In connection with funding the extensions, Globalink has issued an aggregate of US$3.85 million in promissory notes to PGM, which are payable upon the Closing. In the event of a liquidation, PGM has waived its rights to any liquidation distributions through the Insider Letter. PGM is an affiliate of the Sponsor as its 95% equity holder has a familial relationship with the control person of the Sponsor. As a result, the Sponsor has an additional interest in causing Globalink to consummate its initial business combination due to its familial relationship with PGM.
Upon the consummation of an initial business combination by Globalink, other than the PubCo ordinary shares that the Initial Stockholders are entitled to upon conversion of their shares of Globalink common stock at the completion of the Redomestication Merger, no additional compensation will be awarded to, earned by, or paid to the Sponsor, its affiliates or any promoters for all services rendered or to be rendered to Globalink and its affiliates. The Sponsor is expected to own an equity interest of approximately 1.7% in the Combined Company after the consummation of the Business Combination. See “The Special Meeting — Recommendation of the Board.”
To induce Chardan Capital Markets, LLC (“Chardan”), the representative of the underwriters for the initial public offering of Globalink (the “IPO”) to proceed with the IPO, and recognizing the economic benefit the IPO would confer upon the Sponsor, officers and directors of Globalink (the “Initial Stockholders”) and PGM, through a letter agreement dated December 6, 2021, by and among Globalink Investment Inc., the Sponsor, PGM and each of Globalink’s directors and officers (the “Insider Letter”), each of the Initial Stockholders and PGM have agreed to waive their redemption rights with respect to any shares of Globalink common stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor, the directors and officers of Globalink and PGM collectively own an aggregate of 92.6% of the issued and outstanding shares of Globalink common stock. The Sponsor and the directors and officers of Globalink have agreed to vote any shares of common stock owned by them in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal.
Globalink is providing the accompanying proxy statement/prospectus to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, Globalink urges you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 52 for a discussion of information that should be considered in connection with an investment in the Combined Company’s securities.
After careful consideration, Globalink’s board of directors has unanimously approved the Merger Agreement and unanimously recommends that Globalink’s stockholders vote “FOR” approval of each of the Proposals. When you consider the recommendation by Globalink’s board of directors of these Proposals, you should keep in mind that the Sponsor and Globalink’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder of Globalink. See the section titled “The Acquisition Merger Proposal (Proposal 2) — Interests of Certain Persons in the Business Combination.” Additionally, directors and officers of Alps Holdco have interests that may conflict or differ from your interests as a stockholder of Globalink as certain directors and officers of Alps Holdco are expected to receive certain number of PubCo ordinary shares issued as part of the Merger Consideration Shares. The Globalink Board does not plan to obtain a final fairness opinion related to the Business Combination. The Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the Globalink stockholders and recommends that the Globalink stockholders adopt the Merger Agreement and approve the Business Combination.
As of the date of this proxy statement/prospectus, a total of 3,445,000 shares of common stock, or approximately 92.6% of the outstanding shares, were subject to the Insider Letter and the Globalink Support Agreements. The approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal does not require the votes from at least a majority of unaffiliated security holders of Globalink. As such, as the vote to approve the Redomestication Merger Proposal and the Acquisition Merger Proposal is a majority of the then outstanding shares of common stock present and entitled to vote at the Special Meeting, assuming only the minimum number of shares of common stock to constitute a quorum is present, no public stockholder must vote in favor of the Redomestication Merger Proposal or the Acquisition Merger Proposal for them to be approved.
Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Special Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee. If you return your proxy card signed and without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting and for the election of each of the directors proposed by Globalink for election. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person online, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and, if a quorum is present, will have no effect on the Proposals. If you are a stockholder of record and you attend the Special Meeting and wish to vote during the Special Meeting, you may withdraw your proxy and vote during the Special Meeting.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF GLOBALINK COMMON STOCK THROUGH UNITS, SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF GLOBALINK COMMON STOCK, WARRANTS AND RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR STOCK CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT /PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
PubCo will be a “foreign private issuer” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
PubCo will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The accompanying proxy statement/prospectus is dated , 2025, and is first being mailed to stockholders of Globalink on or about , 2025.
On behalf of Globalink’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.
| Sincerely, | |
Say Leong Lim | |
| Chief Executive Officer and Chairman of the Board of Directors | |
| Globalink Investment Inc. |
Globalink Investment Inc.
200 Continental Drive, Suite 401
Newark, Delaware
+6012 405 0015
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON , 2025
To the Stockholders of Globalink Investment Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Globalink Investment Inc., a Delaware corporation (“Globalink,” “we”, “our,” or “us”), will be held virtually on , 2025 at Eastern Time in a virtual meeting format at (the “Special Meeting”). The Globalink Board of Directors has determined to convene and conduct the Special Meeting in a virtual meeting format at . Stockholders will NOT be able to attend the Special Meeting in person. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. You or your proxy holder will be able to attend and vote at the Special Meeting by visiting https://www.cstproxy.com/ and using a control number assigned by Continental Stock Transfer & Trust Company. The Special Meeting will be held for the purpose of considering and voting on the proposals (the “Proposals”) described below and in the accompanying proxy statement/prospectus. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders of Globalink (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/consent solicitation statement/prospectus.
On January 30, 2024, Globalink entered into a merger agreement (as amended and restated on May 20, 2024 and as may be further amended, restated or supplemented from time to time, the “Merger Agreement”), by and among Globalink, GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the effective time of the Acquisition Merger (as defined below) (the “Effective Time”) in accordance with the terms and conditions of the Merger Agreement (the “Parent Representative” or the “Sponsor”), Alps Global Holding Pubco, a Cayman Islands exempted company (“PubCo”), Alps Biosciences Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”) and Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective Time for the shareholders of Alps Holdco as of immediately prior to the Effective Time in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative”).
Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink will be merged with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); and (ii) Merger Sub will merge with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). PubCo after the Business Combination is referred to in this proxy statement/prospectus as the “Combined Company.”
As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Alps Holdco will be cancelled in exchange for the right to receive PubCo ordinary shares equal to the Conversion Ratio (as defined in the Merger Agreement). The aggregate consideration for the Business Combination is US$1.6 billion, payable at the Closing in the form of newly issued PubCo ordinary shares, at $10.00 per share (the “Merger Consideration Shares”). The Merger Consideration Shares will be allocated pro rata with each shareholder of Alps Holdco receiving a number of PubCo ordinary shares determined in accordance with the terms of the Merger Agreement. Moreover, Alps Holdco’s shareholders will be eligible to receive up to an aggregate of 48,000,000 additional ordinary shares (the “Earnout Shares”) of the Combined Company upon the completion of certain milestones relating to the consolidated revenue of the Combined Company for five fiscal years following the Closing in accordance with the terms set forth in the Merger Agreement.
Subsequent to the execution of the Merger Agreement and as a condition and an inducement to Globalink and Alps Holdco to consummate the Business Combination, PubCo, Globalink and Alps Holdco have entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) dated June 4, 2024, June 5, 2024 and August 27, 2024, for an aggregate subscription amount of US$40.2 million in ordinary shares of PubCo in a private placement to be consummated substantially concurrently with the Closing (the “PIPE Investment”). The purpose of the PIPE Investment is to raise additional capital for the business operations of the Combined Company. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. The PIPE Investors have not received any payments from the Sponsor in connection with the PIPE Investment.
At the Closing of the Business Combination, such number of ordinary shares the Combined Company representing five percent (5%) of the Merger Consideration Shares are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement (the “Escrow Shares”).
At the Special Meeting, Globalink’s stockholders will be asked to consider and vote upon the following Proposals):
| I. | The Redomestication Merger Proposal (Proposal 1) — To consider and vote upon a proposal to approve the merger of Globalink with and into PubCo, a Cayman Islands exempted company (“PubCo”), with PubCo remaining as the surviving publicly traded entity. This Proposal is referred to as the “Redomestication Merger Proposal.” | |
| II. | The Acquisition Merger Proposal (Proposal 2) — To consider and vote upon a proposal to approve and adopt the merger agreement dated January 30, 2024 (as amended and restated on May 20, 2024 and may be further amended, restated or supplemented from time to time, the “Merger Agreement”), by and among (i) Globalink, (ii) GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the effective time of the Business Combination (as defined below) (the “Effective Time”) in accordance with the terms and conditions of the Merger Agreement (the “Parent Representative” or the “Sponsor”), (iii) Alps Global Holding Pubco, a Cayman Islands exempted company (“PubCo”), (iv) Alps Biosciences Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), (v) Alps Life Sciences Inc, a Cayman Islands company (“Alps Holdco”) and (vi) Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective Time for the shareholders of Alps Holdco as of immediately prior to the Effective Time in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative”) and (b) the transactions contemplated thereunder, including the merger of Merger Sub with and into Alps Holdco, with Alps Holdco continuing as the surviving company and as a wholly-owned subsidiary of PubCo, and the issuance of PubCo ordinary shares as merger consideration thereunder, as described in more detail in the accompanying proxy statement/prospectus (together with the Redomestication Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination” and PubCo after the Business Combination, the “Combined Company”).
The Acquisition Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Acquisition Merger Proposal (Proposal 2).” A copy of the Merger Agreement is attached to the accompanying proxy statement /prospectus as Annex A.
After the consummation of the Business Combination, |
| ● | Globalink shall merge with and into PubCo and Globalink, the Delaware corporation, shall cease to exist and PubCo shall be the surviving company and the name of the surviving company will be “ALPS Group;” | |
| ● | the authorized shares of the surviving company shall change from 500,000,000 shares of Globalink Common Stock and 5,000,000 shares of Globalink preferred stock to 495,000,000 PubCo ordinary shares of US$0.0001 par value each and 5,000,000 PubCo preferred shares of US$0.0001 par value each; | |
| ● | provisions specific to the Combined Company’s status as a special purpose acquisition company shall be eliminated making the Combined Company’s corporate existence of unlimited duration; and | |
| ● | certain other changes that our board of directors deems appropriate for a public operating company will be made. |
A summary of certain material differences between the amended and restated certificate of incorporation, as amended and currently in effect (the “Globalink Charter”) and the PubCo A&R Memorandum and Articles is presented separately and set forth in the section of this proxy statement/prospectus entitled “Comparison of Corporate Governance and Stockholders’ / Shareholders’ Rights.” A complete copy of the PubCo A&R Memorandum and Articles is attached to the proxy statement/prospectus as Annex B. You are encouraged to read them in their entirety.
| III. | The Nasdaq Proposals (Proposals 3) — To consider and approve upon separate proposals, for purposes of complying with the Nasdaq Listing Rule, to issue (i) up to 208,000,000 PubCo ordinary shares pursuant to the Merger Agreement and (ii) up to 4,020,000 PubCo ordinary shares to the PIPE Investors. The Nasdaq Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposals (Proposals 3).” | |
| IV. | The Adjournment Proposal (Proposal 4) — To consider and approve the adjournment of the Special Meeting to a later date, if necessary. We refer to this proposal as the “Adjournment Proposal.” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal (Proposal 4).” |
Only holders of record of shares of Globalink common stock at the close of business on , 2025 (the “Record Date”), are entitled to notice of the Special Meeting and the right to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. Pursuant to the Globalink Charter, Globalink is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Globalink common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest but less franchise and income taxes payable) of the IPO of Globalink. For illustrative purposes, based on funds in the Trust Account of approximately $3.33 million as of December 6, 2024, the estimated per share redemption price would have been approximately $11.98.
Public stockholders may elect to redeem their shares regardless of whether they vote for, against or abstain on the Redomestication Merger Proposal or the Acquisition Merger Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming in the aggregate 20% or more of his, her or its shares or, if part of such a group, the group’s shares of common stock included in the units sold in the IPO of Globalink. Holders of outstanding units must separate the underlying securities prior to exercising redemption rights with respect to the public shares. To induce Chardan, the representative of the underwriters for Globalink’s IPO to proceed with the IPO, and recognizing the economic benefit the IPO would confer upon the Initial Stockholders and PGM, through the Insider Letter, each of the Initial Stockholders and PGM have agreed to waive their redemption rights with respect to any shares of Globalink common stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and the directors and officers of Globalink collectively own an aggregate of 92.6% of the issued and outstanding shares of Globalink common stock. The Sponsor, the directors and officers of Globalink, and PGM have agreed to vote any shares of common stock owned by them in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal, and the other Proposals.
Approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting or any adjournment thereof. The Redomestication Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that if either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, Globalink will not consummate the Business Combination. If either the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, the Redomestication Merger Proposal, and the Nasdaq Proposals will not be presented to the Globalink stockholders for a vote. It is important for you to note that, in the event that either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, Globalink will not consummate the Business Combination.
Globalink currently has until January 9, 2025 to complete its initial business combination, or it will be required to dissolve and liquidate. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its board of directors, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account.
On December 10, 2024, Globalink received a delisting determination letter from the Nasdaq Stock Market (“Nasdaq”) as the 36-month anniversary from its IPO has passed on December 9, 2024, and Globalink are no longer in compliance with Nasdaq Listing Rule IM 5101-2(b). Globalink’s securities were suspended from trading and delisted from Nasdaq on December 17, 2024. As of the same date, Globalink’s securities started trading on OTC Pink. There could be substantial risks to Globalink and PubCo the as a result of Globalink’s non-compliance with this rule. See “Risk Factors — Risks Related to Globalink’s Business and the Business Combination — Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a business combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.”
Investing in Globalink’s securities involves a high degree of risk. See “Risk Factors” beginning on page 52 for a discussion of information that should be considered in connection with an investment in Globalink’s securities.
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Whether or not you plan to participate in the virtual Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Special Meeting no later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of common stock online if you subsequently choose to participate in the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Special Meeting.
You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Special Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Continental Stock Transfer & Trust Company, that is received by the proxy agent before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.
Globalink’s board of directors has unanimously approved the Merger Agreement and unanimously recommends that Globalink’s stockholders vote “FOR” approval of each of the Proposals. When you consider the recommendation by Globalink’s board of directors of these Proposals, you should keep in mind that the Sponsor and Globalink’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “The Acquisition Merger Proposal (Proposal 2) — Interests of Certain Persons in the Business Combination.”
On behalf of the Board of Directors of Globalink, I thank you for your support and we look forward to the successful consummation of the Business Combination.
| By order of the Board of Directors, | |
Say Leong Lim |
|
| Chief Executive Officer of Globalink Investment Inc. | |
| , 2025 |
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST PRIOR TO P.M., EASTERN TIME, ON , 2025, (A) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT THAT GLOBALINK REDEEM YOUR PUBLIC SHARES FOR CASH AND (B) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
TABLE OF CONTENTS
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by PubCo, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo ordinary shares to Globalink stockholders, (ii) the PubCo warrants to holders of Globalink warrants in exchange for the Globalink warrants, (iii) the PubCo ordinary shares underlying the PubCo warrants, (iv) PubCo ordinary shares in exchange for Globalink rights, if the Business Combination is consummated, and (v) PubCo ordinary shares to existing shareholders of Alps Holdco. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Special Meeting at which Globalink stockholders will be asked to consider and vote upon the Proposals, including the Proposals approve the Redomestication Merger and the Acquisition Merger.
If you would like additional copies of this proxy statement/prospectus or if you have questions about the Redomestication Merger Proposal, the Acquisition Merger Proposal, or the Proposals to be presented at the Special Meeting, you should contact Globalink by telephone or in writing:
Globalink Investment Inc.
200 Continental Drive, Suite 401
Newark, Delaware 19713
+6012 405 0015
You may also obtain these documents by requesting them in writing or by telephone from Globalink’s proxy solicitor, Okapi Partners LLC, at 1212 Avenue of the Americas, 17th Floor, New York, New York 10036, or at (855) 305-0857, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.
If you are a stockholder of Globalink and would like to request documents, please do so by , 2025 to receive them before the Special Meeting. If you request any documents from Globalink, Globalink will mail them to you by first class mail, or another equally prompt means.
You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Redomestication Merger Proposal, the Acquisition Merger Proposal and other Proposals presented at the Special Meeting. Neither Globalink nor Alps Holdco has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.
Information contained in this proxy statement/prospectus regarding Globalink and its business, operations, management and other matters has been provided by Globalink, and information contained in this proxy statement/prospectus regarding Alps and its business, operations, management and other matters has been provided by Alps.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
MARKET AND INDUSTRY DATA
Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Globalink’s and Alps’ own internal estimates and research. While Globalink and Alps believe these third-party sources to be reliable as of the date of this proxy statement/prospectus, they have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while Globalink and Alps believe their own internal research is reliable, such research has not been verified by any independent source. While Globalink and Alps are not aware of any misstatements regarding the industry data and internal research presented herein, these data and research are subject to assumptions and estimates and involve high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps” in this proxy statement/prospectus.
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TRADEMARKS AND SERVICE MARKS
This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and the “Company” refer PubCo, and if the context requires, to the Combined Company following consummation of the Business Combination.
In this document:
| ● | “Alps” means Alps Global Holding Berhad, a Malaysian company. After the date of the Merger Agreement and prior to the Closing, Alps will become a subsidiary of Alps Holdco. When describing financial information, also includes Alps Holdco and Alps’ subsidiaries; | |
| ● | “Alps Holdco” means Alps Life Sciences Inc, a Cayman Islands exempted company; | |
| ● | “Alps Holdco Board” means the board of directors of Alps Holdco; | |
| ● | “Alps Holdco Ordinary Shares” means the ordinary shares of Alps Holdco of par value US$0.00001 each; | |
| ● | “Alps Holdco Group” means Alps Holdco, Alps and their subsidiaries; | |
| ● | “Alps Holdco Shareholders” means holders of Alps Holdco Ordinary Shares; | |
| ● | “Alps Holdco Support Agreements” means the agreements entered into after the execution of the Merger Agreement pursuant to which Alps Holdco, Globalink, and certain shareholders of Alps Holdco agreed to vote all of the Alps Holdco Ordinary Shares beneficially owned by them in favor of the Business Combination; | |
| ● | “APC” means Annual Practising Certificate. A certificate issued by the MMC for practitioner to legally practice medicine and has to be renewed every year. | |
| ● | “Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority exercising executive, legislative, judicial, regulatory or administrative functions (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction; | |
| ● | “Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered at the Closing by Globalink, certain stockholders of Globalink and certain shareholders of Alps Holdco; | |
| ● | “Board” or “Globalink Board” means the board of directors of Globalink; |
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| ● | “Business Combination” means the Redomestication Merger and the Acquisition Merger as contemplated by the Merger Agreement; | |
| ● | “cGCP” means current good clinical practice, an international ethical and scientific quality standard for designing, conducting, recording, and reporting clinical trials that involve the participation of human subjects; | |
| ● | “cGMP” means current good manufacturing practice, a system for ensuring that products are consistently produced and controlled according to quality standards; | |
| ● | “Chardan” means Chardan Capital Markets, LLC, the representative of the underwriters for the IPO of Globalink; | |
| ● | “Closing” means the consummation of the Business Combination; | |
| ● | “Closing Date” means the date on which the Business Combination is consummated; | |
| ● | “Code” means the Internal Revenue Code of 1986, as amended; | |
| ● | “Combined Company” means the PubCo and its consolidated subsidiaries after the Business Combination; | |
| ● | “Combined Company Board” means the board of directors of the Combined Company; | |
| ● | “Companies Act” means the Companies Act (Revised) of the Cayman Islands; | |
| ● | “common stock” or “Globalink common stock” means the Globalink common stock; | |
| ● | “Continental” means Continental Stock Transfer & Trust Company, Globalink’s transfer agent, warrant agent, rights agent and trustee; | |
| ● | “COVID-19” means the worldwide novel coronavirus disease pandemic; | |
| ● | “CTIL” means the Clinical Trial Import License in Malaysia; | |
| ● | “CTX” means the Clinical Trial Exemption in Malaysia; | |
| ● | “Globalink Charter” means Globalink’s amended and restated certificate of incorporation, as amended, currently in effect; | |
| ● | “DGCL” means the General Corporation Law of the State of Delaware, as amended; | |
| ● | “DWAC” means The Depository Trust Company’s deposit withdrawal at custodian; | |
| ● | “Earnout Shares” means an aggregate of maximum 48,000,000 additional PubCo ordinary shares issuable to Alps Holdco Shareholders upon the completion of certain milestones set forth in the Merger Agreement; | |
| ● | “Effective Time” means the time at which the Business Combination becomes effective; | |
| ● | “Escrow Account” means the segregated escrow account in which the Escrow Property is maintained; | |
| ● | “Escrow Agent” means Continental or such other escrow agent mutually acceptable to Globalink, PubCo and Alps Holdco; | |
| ● | “Escrow Agreement” means an escrow agreement to be entered into by and among PubCo, Globalink, and the Escrow Agent, effective as of the Effective Time, in form and substance reasonably satisfactory to PubCo and Alps Holdco, pursuant to which PubCo shall issue to the Escrow Agent a number of PubCo ordinary shares (with each share valued at $10.00) equal to five percent (5%) of the Merger Consideration Shares; |
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| ● | “Escrow Property” means Escrow Shares along with any other dividends, distributions or other income on the Escrow Shares; | |
| ● | “Escrow Shares” means a number of PubCo ordinary shares (with each share valued at $10.00) equal to five percent (5%) of the Merger Consideration Shares and any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted; | |
| ● | “Exchange Act” means the Securities Exchange Act of 1934, as amended; | |
| ● | “FDA” means the U.S. Food and Drug Administration; | |
| ● | “Founder Shares” means the 2,875,000 outstanding shares of Globalink common stock held by the Sponsor and Globalink’s directors and officers; | |
| ● | “Fully Diluted Alps Holdco Shares” means all ordinary shares of Alps Holdco that are issued and outstanding immediately prior to the Effective Time; | |
| ● | “Globalink” means Globalink Investment Inc., a Delaware corporation or the reference to the current corporation as a special purpose acquisition corporation prior to the Business Combination; | |
| ● | “Globalink stockholders” means the holders of shares of Globalink common stock; | |
| ● | “Globalink Support Agreements” means the agreement entered into in connection with execution of the Merger Agreement pursuant to which Alps Holdco, Globalink, and certain stockholders of Globalink agreed to vote all of the shares of Globalink common stock beneficially owned by them in favor of the Business Combination; | |
| ● | “Initial Stockholders” means the Sponsor and Globalink’s directors and officers who are initial holders of the Founder Shares; | |
| ● | “Insider Letter” means the letter agreement dated December 6, 2021, by and among Globalink Investment Inc., the Sponsor, PGM and each of Globalink’s directors and officers; | |
| ● | “IPO” means the initial public offering of Globalink consummated on December 9, 2021; | |
| ● | “IRS” means the United States Internal Revenue Service; | |
| ● | “ISO” means the International Organization of Standardization; | |
| ● | “Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation; | |
| ● | “LCP” means Letter of Credentialing and Privileging Medical Practice; | |
| ● | “Lock-Up Agreements” means the agreements to be entered into prior to the Closing, pursuant to which certain Alps Holdco Shareholders and certain Globalink stockholders agreed to certain restrictions on transfer of PubCo ordinary shares for a period of six months to fifteen months after the Closing Date. | |
| ● | “MAB” means Medicine Advertisements Board; | |
| ● | “Merger Agreement” means the Merger Agreement by and among Globalink, Alps Holdco, the Sponsor, PubCo, Merger Sub and Dr. Tham Seng Kong, dated January 30, 2024, as amended and restated on May 20, 2024 and may be further amended, restated or supplemented from time to time; |
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| ● | “Merger Consideration Shares” means 160,000,000 PubCo ordinary shares, subject to the withholding of the Escrow Shares deposited in the Escrow Account, and after the Closing are subject to reduction for the indemnification obligations of the Indemnifying Parties set forth in the Merger Agreement; | |
| ● | “Merger Sub” means Alps Biosciences Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo; | |
| ● | “MMC” means Malaysian Medical Council; | |
| ● | “MOH” means Ministry of Health, Malaysia; | |
| ● | “MS” means Malaysian Standard; | |
| ● | “NPRA” means National Pharmaceutical Regulatory Agency, Malaysia; | |
| ● | “PGM” means Public Gold Marketing Sdn. Bhd., a Malaysian private limited company, an investor who purchased 570,000 private units in the private placement simultaneously with the consummation of the IPO. PGM is an affiliate of the Sponsor as its 95% equity holder has a familial relationship with the control person of the Sponsor; | |
| ● | “PIPE Investment” means the private placement contemplated by the subscription agreements dated June 4, 2024, June 5, 2024 and August 27, 2024, entered into by and between PubCo, Globalink, Alps Holdco, and certain investors for an aggregate of $40,200,000 for 4,020,000 PubCo ordinary shares, to be consummated simultaneously with the closing of the Business Combination; | |
| ● | “POC” means proof-of-concept; | |
| ● | “private rights” means the rights of Globalink included in the private units; | |
| ● | “private units” mean the 570,000 Globalink units issued to Public Gold Marketing Sdn. Bhd., a Malaysian private limited company, in a private placement; | |
| ● | “private warrants” means warrants of Globalink included in the private units, each entitling the holder thereof to purchase one-half (1/2) share of Globalink common stock at a purchase price of $11.50 per whole share; | |
| ● | “PubCo” means Alps Global Holding Pubco, a Cayman Islands exempted company; | |
| ● | “PubCo A&R Memorandum and Articles” means the Amended and Restated Memorandum and Articles of Association of PubCo to take effect at or immediately prior to the Effective Time, in the form included as Annex B to this proxy statement/prospectus, as further described in the “Comparison of Corporate Governance and Stockholders’/Shareholders’ Rights” section of this proxy statement/prospectus; | |
| ● | “PubCo Board” means the board of directors of PubCo; | |
| ● | “PubCo ordinary shares” means the ordinary shares of PubCo of par value US$0.0001 each; | |
| ● | “PubCo warrants” means warrants of PubCo each entitling the holder thereof to purchase one-half (1/2) of one PubCo ordinary share at a purchase price of $11.50 per whole share; | |
| ● | “public rights” means the rights which were sold as part of the Globalink units in the IPO; | |
| ● | “public shares” means shares of Globalink common stock underlying the Units sold in the IPO, including any overallotment securities acquired by Globalink’s underwriters; | |
| ● | “public stockholders” means the holders of Globalink public shares; | |
| ● | “public units” means the units of Globalink sold in the IPO, whether they were purchased in the IPO or thereafter in the open market, each consisting of one share of common stock, $0.001 par value, one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination and one redeemable warrant entitling the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share; |
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| ● | “public warrants” means warrants of Globalink included in the public units, each entitling the holder thereof to purchase one-half (1/2) share of Globalink common stock at a purchase price of $11.50 per whole share; | |
| ● | “R&D” means research and development; | |
| ● | “rights” or “Globalink rights” means the rights of Globalink included in the units, each entitling its holder to receive one-tenth (1/10) of a share of Globalink common stock upon the consummation of the Business Combination; | |
| ● | “RM” or “Ringgit Malaysia” means the lawful currency of Malaysia; | |
| ● | “SEC” means the U.S. Securities and Exchange Commission; | |
| ● | “Securities Act” means the Securities Act of 1933, as amended; | |
| ● | “Seller Representative” means Dr. Tham Seng Kong, an individual; | |
| ● | “Special Meeting” means the special meeting of the stockholders of Globalink, which will be held at , Eastern time, on , 2025; | |
| ● | “Sponsor” or “Parent Representative” means GL Sponsor LLC, a Delaware limited liability company; | |
| ● | “Subscription Agreements” means the subscription agreements with investors (the “PIPE Investors”) dated June 4, 2024, June 5, 2024 and August 27, 2024 in the PIPE Investment; | |
| ● | “Trust Account” means Globalink’s trust account maintained by Continental; | |
| ● | “units” or “Globalink units” means public units and private units, collectively; | |
| ● | “U.S. Dollars,” “US Dollars,” “$,” or “US$” means the legal currency of the United States; | |
| ● | “U.S. GAAP” or “GAAP” means accounting principles generally accepted in the United States; | |
| ● | “warrants” or “Globalink warrants” means private warrants and public warrants, collectively; and | |
| ● | “ZAR” means the legal currency of the Republic of South Africa. |
Share Calculations and Ownership Percentages
Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information and Notes” and “Security Ownership of Certain Beneficial Owners and Management”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to shareholders of the Combined Company are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):
| 1. | No public stockholders exercise their redemption rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on December 6, 2024 of approximately $3.33 million. Please see the section entitled “The Special Meeting — Redemption Rights.” | |
| 2. | There are no transfers by the Sponsor, or any of the officers and directors of Globalink of Globalink securities held by the Sponsor or any officer or director of Globalink on or prior to the Closing Date. | |
| 3. | The PIPE Investment is consummated in accordance with the terms of the Subscription Agreements for aggregated proceeds of $40,200,000, with PubCo issuing 4,020,000 ordinary shares to the PIPE Investors, in connection with which the PIPE Investors will own up to approximately 4,020,000 PubCo ordinary shares. Please see the section entitled “The Acquisition Merger Proposal (Proposal 2) — Related Agreements — Subscription Agreements; Lock-up Agreements.” | |
| 4. | There are no issuances of equity securities of Globalink prior to or in connection with the Closing. | |
| 5. | No Earnout Shares are issued and Alps Holdco Shareholders will receive 160,000,000 PubCo ordinary shares. | |
| 6. | That none of the Alps Holdco Shareholders exercises appraisal rights in connection with the Closing. | |
| 7. | That, the number of PubCo ordinary shares to be issued in connection with conversion of Globalink’s public and private rights is 1,207,000. Currently, PGM owns 570,000 private rights, or all of the outstanding private rights of Globalink. |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Globalink and/or Alps Holdco and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in several places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps” and “Information about Alps”. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of Globalink and Alps Holdco as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve several risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Globalink and the following:
| ● | actual results may vary from expectations regarding Alps Holdco and Alps Holdco’s ability to meet expectations related to its business prospects; | |
| ● | the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; | |
| ● | the outcome of any legal proceedings that may be instituted against Globalink, Alps Holdco and others following announcement of the Merger Agreement and transactions contemplated therein; | |
| ● | the inability to complete the Business Combination due to the failure to obtain Globalink stockholders’ approval; | |
| ● | Alps Holdco’s failure to achieve or maintain profitability in the future; | |
| ● | Alps Holdco’s ability to execute its anticipated business plans and strategy; | |
| ● | Alps Holdco faces significant competition and expects to face increasing competition in many aspects of its business, which could cause its operating results to suffer; | |
| ● | the healthcare market is a new and rapidly changing industry and it is uncertain whether Alps Holdco’s business will be adversely affected by the changing industry and the development of technology and medical research; | |
| ● | the ability of the Combined Company following the Business Combination to receive listing approval from Nasdaq and maintain the listing of the Combined Company’s securities on Nasdaq; | |
| ● | the risk that the proposed Business Combination disrupts current plans and operations of Alps Holdco as a result of the announcement and consummation of the Business Combination; | |
| ● | the inability to recognize the anticipated benefits of the Business Combination; | |
| ● | the inability to consummate the PIPE Investment; |
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| ● | the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement by the stockholders of Globalink and the requirement, following any redemptions by Globalink’s public stockholders, Globalink have cash or cash equivalents equal to the aggregate subscriptions by investors in the PIPE Investment; | |
| ● | unexpected costs related to the proposed Business Combination; | |
| ● | the amount of any redemptions by existing Globalink stockholders being greater than expected; | |
| ● | the management and board composition of the Combined Company following the proposed Business Combination; | |
| ● | geopolitical risk and changes in applicable laws or regulations; | |
| ● | the possibility that Globalink and/or Alps Holdco may be adversely affected by other economic, business, and/or competitive factors; | |
| ● | litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Combined Company’s resources; | |
| ● | the risks that the consummation of the Business Combination is substantially delayed or does not occur; | |
| ● | the impact from future regulatory, judicial, and legislative changes in Alps Holdco’s industry; | |
| ● | the uncertain effects of the COVID-19 pandemic; and | |
| ● | those factors set forth in documents of Globalink filed, or to be filed, with the SEC. |
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Globalink, Alps Holdco, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. There may be additional risks that neither Globalink nor Alps Holdco presently know or that Globalink and Alps Holdco currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Globalink’s and Alps Holdco’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. Globalink and Alps Holdco’s anticipate that subsequent events and developments may cause Globalink’s and Alps Holdco’s assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, Globalink and Alps Holdco specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Globalink’s and Alps Holdco’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements.
If any of these risks materialize or any of Globalink’s or Alps Holdco’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Globalink’s and Alps Holdco’s control. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to Globalink or Alps Holdco or a person acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS
The following are answers to some questions that you, as a stockholder of Globalink, may have regarding the Proposals being considered at the Special Meeting. The following questions and answers do not include all the information that is important to Globalink stockholders. We urge you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Business Combination, the Proposals and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus. See also the section of this proxy statement/prospectus titled “Where You Can Find More Information.”
| Q: | Why am I receiving this proxy statement/prospectus? |
| A | Globalink and Alps Holdco, among others, have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. The Globalink Board is soliciting your proxy to vote for the Business Combination, consisted of the Redomestication Merger and the Acquisition Merger, each of which are described in this proxy statement/prospectus, as well as other Proposals at the Special Meeting because you owned shares of common stock at the close of business on , 2025, the “Record Date” for the Special Meeting, and are therefore entitled to vote at the Special Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote. |
THE VOTE OF GLOBALINK STOCKHOLDERS IS IMPORTANT. GLOBALINK STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.
| Q: | What is being voted on at the Special Meeting? |
| A | During the Special Meeting, Globalink’s stockholders will be asked to consider and vote upon: |
| ● | The Redomestication Merger Proposal (Proposal 1) — to approve the Redomestication Merger. The Redomestication Merger Proposal is described in further detail in the accompanying proxy statement/prospectus under the heading “The Redomestication Merger Proposal (Proposal 1).” | |
| ● | The Acquisition Merger Proposal (Proposal 2) — To consider and vote upon a proposal to approve the Acquisition Merger, the Merger Agreement and such other transactions contemplated by the Merger Agreement. The Acquisition Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Acquisition Merger Proposal (Proposal 2).” | |
| ● | The Nasdaq Proposals (Proposals 3) — To consider and vote upon separate proposals, for purposes of complying with The Nasdaq Listing Rule, to issue (i) up to 208,000,000 PubCo ordinary shares pursuant to the Merger Agreement (including the ordinary shares issuable pursuant to that certain earnout provisions in the Merger Agreement), and (ii) up to 4,020,000 PubCo ordinary shares to the PIPE Investors. | |
| ● | The Adjournment Proposal (Proposal 4) — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate as determined by the Globalink Board. |
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| Q: | What vote is required to approve the Proposals? |
| A: | The Redomestication Merger Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. As a result, a Globalink stockholder’s failure to vote by proxy or to vote in person by virtual attendance in respect of the Redomestication Merger Proposal at the Special Meeting, or to abstain, will not be counted for or against the number of shares of Globalink common stock required for the vote on this Proposal. |
The Acquisition Merger Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. As a result, a Globalink stockholder’s failure to vote by proxy or to vote in person by virtual attendance in respect of the Redomestication Merger Proposal at the Special Meeting, or to abstain, will not be counted for or against the number of shares of Globalink common stock required for the vote on this Proposal.
The Nasdaq Proposals require the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. As a result, a Globalink stockholder’s failure to vote by proxy or to vote in person by virtual attendance in respect of the Nasdaq Proposals at the Special Meeting, or to abstain, will not be counted for or against the number of shares of Globalink common stock required for the vote on these Proposals.
The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. As a result, a Globalink stockholder’s failure to vote by proxy or to vote in person by virtual attendance in respect of the Adjournment Proposal at the Special Meeting, or to abstain, will not be counted for or against the number of shares of Globalink common stock required for the vote on this Proposal.
| Q: | Are any of the proposals conditioned on one another? |
| A: | Yes, the Redomestication Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that if either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, Globalink will not consummate the Business Combination. If either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, the Nasdaq Proposals will not be presented to the Globalink stockholders for a vote, although the Adjournment Proposal may be presented. Globalink currently has until January 9, 2025 to complete its initial business combination, or it will be required to dissolve and liquidate. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account. |
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The approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal are preconditions to the consummation of the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
It is important for you to note that if either the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, Globalink will not consummate the Business Combination. Globalink currently has until January 9, 2025 to complete its initial business combination, or it will be required to dissolve and liquidate. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account.
| Q: | What will happen in the Business Combination? |
| A: | The Business Combination will be effected with two steps: (i) the Redomestication Merger: Globalink will merge with and into PubCo, with PubCo surviving such merger as the surviving entity, and (ii) the Acquisition Merger: Merger Sub will merge with and into Alps Holdco, with Alps Holdco surviving such merger as the surviving entity. Upon consummation of the Business Combination, Alps Holdco will become a wholly owned subsidiary of PubCo. For details and more information please see the sections entitled “The Redomestication Merger Proposal (Proposal 1)” and “The Acquisition Merger Proposal (Proposal 2)”. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by Globalink’s public stockholders and the proceeds from the PIPE Investment will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes of the Combined Company. |
| Q: | How will the Initial Stockholders and PGM vote? |
| A: | Pursuant to the Insider Letter, the Initial Stockholders and PGM agreed to vote their respective Founder Shares and any public shares of Globalink common stock in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal, and related proposals. In addition, in connection with the execution of the Merger Agreement, the Initial Stockholders and PGM entered into the Globalink Support Agreements with Alps Holdco pursuant to which they agreed to vote all shares of common stock beneficially owned by them in favor of the Business Combination and related transactions. As of the date of this proxy statement/prospectus, a total of 3,445,000 shares of common stock, or approximately 92.6% of the outstanding shares, were subject to the Insider Letter and the Globalink Support Agreements. As a result, no shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the Special Meeting. In addition, as the vote to approve the Redomestication Merger Proposal and the Acquisition Merger Proposal is a majority of the then outstanding shares of common stock present and entitled to vote at the Special Meeting, assuming only the minimum number of shares of common stock to constitute a quorum is present, no public stockholder must vote in favor of the Redomestication Merger Proposal or the Acquisition Merger Proposal for them to be approved. |
| Q: | How many votes do I and others have? |
| A: | You are entitled to one vote for each share of Globalink common stock that you held as of the Record Date. As of the close of business on the Record Date, there were 3,722,511 outstanding shares of Globalink common stock. |
| Q: | What is the consideration being paid to Alps Holdco’s shareholders? |
| A: | Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the consideration to be delivered to Alps Holdco’s shareholders in connection with the Business Combination will consist of newly issued PubCo ordinary shares. |
| The number of newly-issued PubCo ordinary shares that each holder of Alps Holdco Ordinary Shares will receive for each Alps Holdco Ordinary Share as a result of the Business Combination (not including any Earnout Shares) will be equal to the (a) One Point Six Billion United States Dollars ($1,600,000,000), divided by (b) the number of Fully Diluted Alps Holdco Shares, then (c) divided by $10.00. At the Closing, the Alps Holdco Shareholders will receive the Merger Consideration Shares. |
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PubCo will issue up to an additional 48,000,000 Earnout Shares to the Alps Holdco Shareholders if certain milestones are met as described below. Subject to the terms and conditions of the Merger Agreement, the Earnout Shares shall be earned and payable as follows:
(i) if, during the Combined Company’s first full fiscal year following the date of Closing, the Revenue exceeds $7,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares;
(ii) if during the Combined Company’s second full fiscal year following the date of Closing, the Revenue exceeds $14,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares;
(iii) if during the Combined Company’s third full fiscal year following the date of Closing, the Revenue exceeds $23,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares;
(iv) if during the Combined Company’s fourth full fiscal year following the date of Closing, the Revenue exceeds $34,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares; and
(v) if during the Combined Company’s fifth full fiscal year following the date of Closing, the Revenue exceeds $56,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares.
| Q: | What equity stake will current Globalink stockholders, Alps Holdco Shareholders and PIPE Investors hold in PubCo immediately after the Closing? |
| A: | Upon consummation of the Business Combination, based on the assumptions described under the heading “Frequently Used Terms — Share Calculations and Ownership Percentages”, (i) Globalink’s public stockholders are expected to own approximately 0.2% of the issued and outstanding PubCo ordinary shares under no redemption scenario, and 0.0% of the issued and outstanding PubCo ordinary shares under a maximum contractual redemption scenario, (ii) the Initial Stockholders are expected to own approximately 1.7% of the issued and outstanding PubCo ordinary shares under no redemption scenario and 1.7% of the issued and outstanding PubCo ordinary shares under a maximum contractual redemption scenario, (iii) Globalink public rights holders are expected to own approximately 0.6% of the PubCo ordinary shares under no redemption scenario and 0.7% of the issued and outstanding PubCo ordinary shares under a maximum contractual redemption scenario, (iv) PGM, an affiliate of the Sponsor, which holds private rights that entitle it to receive shares of Globalink common stock upon the consummation of the Business Combination, is expected to own approximately 0.4% of the issued and outstanding PubCo ordinary shares under no redemption scenario and 0.4% of the issued and outstanding PubCo ordinary shares under a maximum contractual redemption scenario, (v) the Alps Holdco Shareholders are expected to own approximately 93.8% of the issued and outstanding PubCo ordinary shares under no redemption scenario and 93.9% of the issued and outstanding PubCo ordinary shares under a maximum contractual redemption scenario, (vi) the PIPE investors are expected to own approximately 2.4% of the issued and outstanding PubCo ordinary shares under no redemption scenario and 2.4% of the issued and outstanding PubCo ordinary shares under a maximum contractual redemption scenario, assuming the PIPE Investors will hold 4,020,000 PubCo ordinary shares, and (vii) IBDC Asia Sdn. Bhd., an advisory firm to Alps, is expected to own approximately 0.9% of the issued and outstanding PubCo ordinary shares under no redemption scenario and 0.9% of the issued and outstanding PubCo ordinary shares under a maximum contractual redemption scenario, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion. |
| If any of Globalink’s public stockholders exercise redemption rights in connection with the Closing, the percentage of the outstanding PubCo ordinary shares held by Globalink’s public stockholders will decrease and the percentages of the outstanding PubCo ordinary shares held by the Sponsor, the officers and directors of Globalink and by the Alps Holdco Shareholders will increase, in each case, relative to the percentage held if none of the public shares are redeemed. |
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| If any of Globalink’s public stockholders as of the Record Date redeem their public shares at Closing in accordance with the Globalink Charter but continue to hold public warrants after the Closing, the aggregate value of the public warrants that may be retained by them, based on the closing trading price per public warrant of $0.02 as of December 12, 2024, would be approximately $0.2 million, regardless of the number of shares redeemed by Globalink’s public stockholders. Upon the issuance of the PubCo ordinary shares in connection with the Business Combination, the percentage ownership of the Combined Company by Globalink’s public stockholders who do not redeem their public shares will be diluted. Globalink public stockholders that do not redeem their public shares in connection with the Business Combination will experience further dilution upon the exercise of public warrants that are retained after the Closing by redeeming Globalink public stockholders. The percentage of the total number of outstanding ordinary shares that will be owned by Globalink public stockholders as a group will vary based on the number of public shares for which the holders thereof elect to have redeemed in connection with the Business Combination. | |
| The following table illustrates varying ownership levels of PubCo immediately following the Business Combination, assuming that no Earnout Shares are issued. |
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions (1) | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.9 | % | 160,000,000 | 93.9 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.2 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.6 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | |||||||||||||||||||||||||
| Total Shares | 170,549,511 | 100 | % | 170,480,133 | 100 | % | 170,410,755 | 100 | % | 170,341,377 | 100 | % | 170,272,000 | 100 | % | |||||||||||||||||||||||||
| (1) | Assumes 277,511 public shares of Globalink common stock are redeemed for the proceeds in the Trust Account and that no Earnout Shares are issued. The maximum contractual redemption scenario represents the maximum contractual redemptions that may occur, which would allow Globalink to have consolidated net tangible assets of at least $5,000,001 at the consummation of the Business Combination. The standalone requirement of 5,000,001 of Globalink net tangible assets is expected to be waived by the parties. |
The table below illustrates the potential dilutive impact, excluding the exercise of warrants, to the holders of securities across five different redemption scenarios based on the assumptions described above, except that these scenarios assume the Combined Company has achieved all revenue milestones and the maximum number of Earnout Shares (48,000,000) are issued according to the earnout arrangement:
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.3 | % | 208,000,000 | 95.3 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.1 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | |||||||||||||||||||||||||
| Total Shares | 218,549,511 | 100 | % | 218,480,133 | 100 | % | 218,410,755 | 100 | % | 218,341,377 | 100 | % | 218,272,000 | 100 | % | |||||||||||||||||||||||||
For additional information regarding assumptions incorporated into the information presented above, see the sections titled “Frequently Used Terms — Share Calculations and Ownership Percentages,” “Unaudited Pro Forma Condensed Combined Financial Information and Notes” and “The Acquisition Merger Proposal (Proposal 2) — The Merger Agreement — Merger Consideration.”
| Q: | Do any of Globalink’s Sponsor, directors or officers have interests that may conflict with my interests with respect to the Business Combination? |
| A: | In considering the recommendation of the Board to approve the Merger Agreement, Globalink stockholders should be aware that Globalink executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Globalink stockholders generally, including: |
| ● | The Initial Stockholders, including the officers and directors of Globalink, have waived their right to redeem any shares of Globalink common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Globalink common stock to Globalink in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to the Founder Shares upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. Globalink currently has until January 9, 2025 to complete its initial business combination, or it will be required to dissolve and liquidate. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account. In such event, the 2,875,000 Founder Shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions through the Insider Letter, in consideration for inducing Chardan, the representative of the underwriters for Globalink’s IPO to proceed with the IPO, and the economic benefit the IPO would confer upon the Initial Stockholders and PGM. The Founder Shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share, and had a total market value of $34.36 million as of December 12, 2024. Accordingly, the Initial Stockholders will receive a positive rate of return so long as the market price of the common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. |
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| ● | The fact that the Initial Stockholders’ Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Initial Stockholders agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Lock-up Agreement) with respect to the Lock-Up Shares until (i) (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing; | |
| ● | The exercise of Globalink’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Globalink stockholders’ best interest. Globalink’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Globalink stockholders that they approve the Business Combination. Further, the interests of Globalink’s officers or directors may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Globalink. Public stockholders should take these interests into account in deciding whether to approve the Business Combination. | |
| ● | As of September 30, 2024, Globalink’s officers and directors have incurred an aggregate of $11,798 in out-of-pocket expenses. On each of September 5, 2023, September 29, 2023 and November 7, 2023, an affiliate of the Sponsor advanced $130,000 to the Company, for a total advance of $390,000, for Globalink’s extension payments. Unless Globalink consummates an initial business combination, Globalink’s officers, directors and the Sponsor (including its affiliates) will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. Upon the consummation of an initial business combination, Globalink’s offices, directors, and the Sponsor (including its affiliates) would be entitled to reimbursement for out-of-pocket expenses incurred by them from the Trust Account disbursements after redemption payouts and payments of deferred underwriting discounts. | |
| ● | The fact that, if the Trust Account is liquidated, including in the event Globalink is unable to complete an initial business combination within the required time period, the Sponsor has agreed to be liable to Globalink if and to the extent any claims by a vendor for services rendered or products sold to Globalink, or a prospective target business with which Globalink has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under Globalink’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. | |
| ● | As of the date hereof, the deadline that Globalink has to consummate its initial business combination has been extended for a total of eighteen times, and a total of US$1,950,000 has been deposited into the Trust Account in connection with the previous extensions. In connection with funding the extensions, Globalink has issued an aggregate of US$3.85 million in promissory notes to PGM, which are payable upon the Closing. In the event of a liquidation, PGM has waived its rights to any liquidation distributions through the Insider Letter. PGM is an affiliate of the Sponsor as its 95% equity holder has a familial relationship with the control person of the Sponsor. As a result, the Sponsor has an additional interest in causing Globalink to consummate its initial business combination due to its familial relationship with PGM. | |
| ● | After the Closing, the Sponsor will have the sole authority to handle various matters relating to the Escrow Account and indemnifications under the Merger Agreement. The Sponsor may have a conflict of interest when exercising such authority to handle matters relating to the Escrow Account and indemnifications after Closing, and they may not make decisions in the Globalink stockholders’ best interests. For details, see “Summary of the Proxy Statement/Prospectus—Parties to the Business Combination—Parent Representative.” |
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These interests may have influenced Globalink’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.
Upon the consummation of an initial business combination by Globalink, other than the PubCo ordinary shares that the Initial Stockholders are entitled to upon conversion of their shares of Globalink common stock at the completion of the Redomestication Merger, no additional compensation will be awarded to, earned by, or paid to the Sponsor, its affiliates or any promoters for all services rendered or to be rendered to Globalink and its affiliates. The Sponsor is expected to own an equity interest of approximately 1.7% in the Combined Company after the consummation of the Business Combination.
Prior to the consummation of an initial business combination by Globalink, the insider shares can only be transferred by the Initial Stockholders to (1) the Initial Stockholders or their respective affiliates or members, or to Globalink’s officers, directors, advisors and employees, (2) the Initial Stockholder’s affiliates or its members upon its liquidation, (3) to relatives and trusts for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death of an Initial Stockholder, (5) pursuant to a qualified domestic relations order, or (6) by private sales made at prices no greater than the price at which the Insider Shares were originally purchased.
| Q: | Are there any arrangements to raise additional funds in connection with the Business Combination? |
| A: | Yes. Globalink, PubCo and Alps Holdco entered into Subscription Agreements, dated as of June 4, 2024, June 5, 2024, and August 27, 2024, respectively, with the PIPE Investors pursuant to which, among other things, PubCo agreed to issue and sell, in a private placement to close immediately prior to the Closing of the Business Combination, PubCo ordinary shares for a total of $40,200,000. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. PubCo agrees that it (or its successor) will file with the SEC a registration statement registering the resale of the shares purchased in the PIPE Investment and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable. Globalink’s Sponsor, directors, officers or their affiliates did not participate in the PIPE Investment. The PIPE Investors have not received any payments from the Sponsor in connection with the PIPE Investment. |
| Q: | What conditions must be satisfied to complete the Business Combination? |
| A: | In addition to the approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal, and the Nasdaq Proposals, there are a number of closing conditions in the Merger Agreement, including the approval by Alps Holdco Shareholders of the Business Combination. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Acquisition Merger Proposal (Proposal 2) — The Merger Agreement” and “Summary of the Proxy Statement/Prospectus – The Proposals — The Acquisition Merger Proposal (Proposal 2) — Conditions to Closing.” |
| Q: | Did Globalink Board obtain a fairness opinion in determining whether to proceed with the Business Combination? |
| A: | The Globalink Board does not plan to obtain a final fairness opinion related to the Business Combination. The Globalink Board considered obtaining a fairness opinion as to the Merger Consideration paid to Alps Holdco Shareholders, and has reached out to Baker Tilly, a financial advisory, tax and assurance services firm, and Morison Advisory Sdn. Bhd., a financial advisory services firm based in Malaysia and a member firm of Morison Global, for a fairness opinion. Neither firm declined or were otherwise unable to or unwilling to provide a fairness opinion to the Globalink Board. On February 2, 2024, Globalink engaged Morison Advisory Sdn. Bhd. to provide a fairness opinion. The Globalink Board received a draft of fairness opinion from Morison Advisory Sdn. Bhd. in June 2024. For a description of the draft fairness opinion that the Globalink Board received, see “The Acquisition Merger Proposal (Proposal 2) — Fairness Opinion.” After a thorough review and internal discussions, the Globalink Board decided not to rely on the draft fairness opinion for determining the valuation of Alps Holdco, as the Globalink Board believed that the valuation methods adopted by Morison Advisory Sdn. Bhd., the income approach using Discounted Cash Flow (“DCF”) method, was reliant upon underlying key assumptions susceptible to material changes and uncertainties. The Globalink Board did not put much weight in considering the draft fairness opinion in determining the valuation of Alps Holdco. Instead, the Globalink Board primarily considered (i) the verbal commitment of Seller Representative and Alps Holdco during the negotiation stage of securing PIPE Investment of an aggregate amount of US$40.2 million or more, (ii) the financing completed by Alps in September 2023 of US$2.5 million, and (iii) the other factors disclosed under “Summary of the Proxy Statement/Prospectus—Globalink Board’s Reasons for the Approval of the Business Combination.” The Globalink Board intends to waive the fairness opinion as a closing condition of the Business Combination. |
| Q: | What happens if a substantial number of the public stockholders vote in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal, and exercise their redemption rights? |
| A: | Globalink stockholders who vote in favor of the Business Combination may nevertheless also exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders is reduced as a result of redemptions by public stockholders. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the net tangible assets condition required in the Globalink Charter of having $5,000,001 immediately prior and upon consummation of the Business Combination. The immediately prior to consummation of the Business Combination condition is anticipated to be waived. In addition, with fewer public shares and public stockholders, the trading market for the PubCo ordinary shares may be less liquid than the market for Globalink common stock was prior to consummation of the Business Combination and PubCo may not be able to meet the listing standards of the Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Alps Holdco’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which Globalink’ public stockholders exercise the maximum allowed redemption rights. |
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| The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. The maximum contractual redemption scenario represents the maximum contractual redemptions that may occur, which would allow Globalink to have consolidated net tangible assets of at least $5,000,001 at the consummation of the Business Combination. The standalone requirement of 5,000,001 of Globalink net tangible assets is expected to be waived by the parties. In an effort to illustrate the extent of such dilution, the table below assumes that no Earnout Shares are issued. |
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.9 | % | 160,000,000 | 93.9 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.2 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.6 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | |||||||||||||||||||||||||
| Total Shares | 170,549,511 | 100 | % | 170,480,133 | 100 | % | 170,410,755 | 100 | % | 170,341,377 | 100 | % | 170,272,000 | 100 | % | |||||||||||||||||||||||||
The table below illustrates the potential dilutive impact, excluding the exercise of warrants, to the holders of securities across five different redemption scenarios based on the assumptions described above, except that these scenarios assume the Combined Company has achieved all revenue milestones and the maximum number of Earnout Shares (48,000,000) are issued according to the earnout arrangement:
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.3 | % | 208,000,000 | 95.3 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.1 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | |||||||||||||||||||||||||
| Total Shares | 218,549,511 | 100 | % | 218,480,133 | 100 | % | 218,410,755 | 100 | % | 218,341,377 | 100 | % | 218,272,000 | 100 | % | |||||||||||||||||||||||||
| The deferred underwriting discounts in connection with the IPO will be paid to the underwriters only on completion of the Business Combination. The following table presents the deferred underwriting discounts as a percentage of the cash left in the Trust Account following redemptions across a range of varying redemption scenarios. The maximum contractual redemption scenario represents the maximum contractual redemptions that may occur, which would allow Globalink to have consolidated net tangible assets of at least $5,000,001 at the consummation of the Business Combination. The standalone requirement of 5,000,001 of Globalink net tangible assets is expected to be waived by the parties. For purposes of calculating the redemption scenarios, the trust value date as of December 6, 2024 is used. |
| Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions(1) | ||||||||||||||||
| Deferred underwriting discounts | $ | 4,025,000 | $ | 4,025,000 | $ | 4,025,000 | $ | 4,025,000 | $ | 4,025,000 | ||||||||||
| Deferred underwriting discounts as a percentage of cash left in the Trust Account following redemptions | 133 | % | 178 | % | 266 | % | 533 | % | 0 | % | ||||||||||
| (1) | The maximum contractual redemption scenario represents the maximum contractual redemptions that may occur but which would still allow Globalink to have consolidated net tangible assets of at least $5,000,001 at the consummation of the Business Combination. The standalone requirement of 5,000,001 of Globalink net tangible assets is expected to be waived by the parties. The maximum contractual redemption scenario assumes 277,511 public shares of Globalink common stock are redeemed for the proceeds in the Trust Account. |
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| Q: | How do the public warrants differ from the private warrants and what are the related risks to any holders of public warrants following the Business Combination? |
| A: | The private warrants are identical to the public warrants in all material respects, except that the private warrants and the shares of common stock issuable upon the exercise of the private warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by Globalink and exercisable by such holders on the same basis as the public warrants. |
Following the Business Combination, PubCo may redeem the public PubCo warrants, prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. PubCo will have the ability to redeem outstanding public PubCo warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the PubCo ordinary shares equals or exceeds $16.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders. PubCo will not redeem the warrants as described above unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of such warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the public PubCo warrants become redeemable by PubCo, if PubCo has elected to require the exercise of public PubCo warrants on a cashless basis, PubCo will not redeem the warrants as described above if the issuance of ordinary shares upon exercise of public PubCo warrants is not exempt from registration or qualification under applicable state blue sky laws or PubCo is unable to effect such registration or qualification. Redemption of the outstanding public PubCo warrants could force you (i) to exercise your public PubCo warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public PubCo warrants at the then-current market price when you might otherwise wish to hold your public PubCo warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding public PubCo warrants are called for redemption, is likely to be substantially less than the market value of your public PubCo warrants.
In the event PubCo determines to redeem the public PubCo warrants, holders of public PubCo warrants would be notified of such redemption as described in Globalink’s warrant agreement. Specifically, in the event that PubCo elects to redeem all of the public warrants as described above, PubCo will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by PubCo not less than 30 days prior to the Redemption Date to the registered holders of the public PubCo warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the public PubCo warrants will be notified of such redemption via PubCo’s posting of the redemption notice to DTC.
The closing price for the Globalink’s common stock as of December 12, 2024 was $11.95 and has never exceeded the $16.50 threshold that would trigger the right to redeem the public PubCo warrants following the Closing.
| Q: | When and where is the Special Meeting? |
| A: | The Special Meeting will take place on , 2025, at a.m., Eastern Time. |
| Q: | Who may vote at the Special Meeting? |
| A: | Only holders of record of Globalink’s common stock as of the close of business on , 2025 may vote at the Special Meeting. As of , 2025, there were shares of Globalink common stock outstanding and entitled to vote. Please see “The Special Meeting — Record Date; Who is Entitled to Vote” for further information. |
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| Q: | What is the quorum requirement for the Special Meeting? |
| A: | Stockholders representing a majority of the shares of common stock issued and outstanding as of the Record Date and entitled to vote at the Special Meeting must be present in person by virtual attendance or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. Shares of Globalink common stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present. As of the Record Date, 1,861,256 shares of Globalink common stock would be required to achieve a quorum. |
| Q: | Am I required to vote against the Redomestication Merger Proposal or the Acquisition Merger Proposal in order to have my shares of Globalink common stock redeemed? |
| A: | No. You are not required to vote against the Redomestication Merger Proposal or the Acquisition Merger Proposal in order to have the right to demand that Globalink redeem your shares of Globalink common stock for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of public shares for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, public stockholders electing to exercise their redemption rights will not be entitled to receive such payments and their shares of common stock will be returned to them. |
| Q: | How do I exercise my redemption rights? |
| A: | If you are a public stockholder and you seek to have your public shares redeemed, you must (i) demand, no later than p.m., Eastern Time on , 2025 (at least two business days before the Special Meeting), that Globalink redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) System at least two business days before the Special Meeting. |
| Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) at least two business days before the Special Meeting to Continental, Globalink’s transfer agent, at the following address: |
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
| Please also affirmatively certify in your request to Continental for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Globalink common stock. A holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the public shares, which we refer to as the “20% threshold.” Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. |
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| Public stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Globalink’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Globalink does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. | |
| Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Globalink’s consent, until the consummation of the Business Combination, or such other date as determined by the Globalink Board. If you delivered your shares for redemption to Globalink’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Globalink’s transfer agent return the shares (physically or electronically). You may make such request by contacting Globalink’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below. |
| Q: | What are the U.S. federal income tax consequences of exercising my redemption rights? |
| A: | In the event that a U.S. Holder (as defined herein) elects to redeem its shares of common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of common stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the shares of common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the shares of common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of common stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a holder electing to redeem its shares of common stock for cash.
Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the public shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its public shares for cash, including with respect to PubCo’s potential PFIC status and certain tax implications thereof.
Additionally, because the Redomestication Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to Public Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of public shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws. |
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| Q: | If I am a warrant or right holder, can I exercise redemption rights with respect to my warrants or rights? |
| A: | No. The holders of warrants and rights have no redemption rights with respect to warrants or rights. |
| Q: | If I am a public unit holder, can I exercise redemption rights with respect to my units? |
| A: | No. Holders of outstanding public units must separate the underlying public shares, public rights and public warrants prior to exercising redemption rights with respect to the public shares. |
If you hold units registered in your own name, you must deliver the certificate for such units to Continental, Globalink’s transfer agent, with written instructions to separate such units into public shares, public rights and public warrants. This must be completed far enough in advance to permit the mailing of the stock certificates for the public shares back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.
If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental, Globalink’s transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using The DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
| Q: | What do I need to do now? |
| A: | We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Globalink stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| Q: | How can I vote? |
| A: | If you are a stockholder of record, you may vote online at the virtual Special Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Special Meeting and vote online, if you choose. |
To vote online at the virtual Special Meeting, follow the instructions below under “How may I participate in the virtual Special Meeting?”
To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct.
To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.
To vote via the Internet, please go to https://www.cstproxy.com/ and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.
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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on , 2025. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Special Meeting or attend the virtual Special Meeting to vote your shares online.
If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Globalink. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.
If you plan to vote at the virtual Special Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of common stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Special Meeting for processing your control number.
After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than p.m., Eastern Time, on , 2025.
You will receive a confirmation of your registration by email after Globalink receives your registration materials. We encourage you to access the Special Meeting prior to the start time leaving ample time for the check in.
| Q: | How may I participate in the virtual Special Meeting? |
| A. | If you are a stockholder of record as of the Record Date for the Special Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the virtual Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com. |
| You can pre-register to attend the virtual Special Meeting starting on , 2025. Go to https://www.cstproxy.com/ , enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Special Meeting you will need to re-log into https://www.cstproxy.com/ using your control number. | |
| If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to hours prior to the Special Meeting for processing your control number. | |
| Q: | If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me? |
| A: | No. Your broker, bank or nominee cannot vote your shares of Globalink common stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. |
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| Globalink believes that each of the Proposals presented at the Special Meeting except the Adjournment Proposal is a non-discretionary proposal and, therefore, your broker, bank or nominee cannot vote your shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on any of the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares of Globalink common stock; this indication that a bank, broker or nominee is not voting your shares of Globalink common stock is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your shares of Globalink common stock only if you provide instructions on how to vote. You should instruct your broker to vote your shares of Globalink common stock in accordance with directions you provide. However, the Adjournment Proposal is considered a routine proposal. Accordingly, your broker, bank or nominee may vote your shares with respect to such proposal without receiving voting instructions. | |
| Q: | What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee? |
| A: | Globalink will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting. For purposes of approval, an abstention will have no effect on the outcome of the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals and the Adjournment Proposal. |
| Q: | If I am not going to attend the Special Meeting, should I return my proxy card instead? |
| A. | Yes. Whether you plan to attend the Special Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
| Q: | How can I submit a proxy? |
| A. | You may submit a proxy by (a) visiting https://www.cstproxy.com/ and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free in the U.S. or from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope. |
| Q: | Can I change my vote after I have mailed my proxy card? |
| A: | Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Special Meeting in person by virtual attendance and by casting your vote, voting again by telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that Globalink’s proxy solicitor receives prior to the Special Meeting. If you hold your shares of Globalink common stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to: |
| Continental Stock Transfer & Trust Company | |
| One State Street Plaza, 30th Floor | |
| New York, New York 10004 | |
| Tell: 917-262-2373 | |
| Email: proxy@continentalstock.com | |
| Unless revoked, a proxy will be voted at the virtual Special Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals. |
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| Q: | What will happen if I return my proxy card without indicating how to vote? |
| A: | If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of common stock represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted. |
| Q: | Should I send in my share certificates now to have my shares of common stock redeemed? |
| A: | Globalink stockholders who intend to have their shares redeemed should send their certificates to Continental at least two business days before the Special Meeting. Please see “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. |
| Q: | Who will solicit the proxies and pay the cost of soliciting proxies for the Special Meeting? |
| A: | Globalink will pay the cost of soliciting proxies for the Special Meeting. Globalink has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Special Meeting. Globalink has agreed to pay Okapi Partners LLC a fee of $20,000, plus disbursements, and will reimburse for its reasonable out-of-pocket expenses and indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages, and expenses. Globalink will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of common stock for their expenses in forwarding soliciting materials to beneficial owners of the common stock and in obtaining voting instructions from those owners. Globalink’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. |
| Q: | What happens if I sell my shares before the Special Meeting? |
| A: | The Record Date for the Special Meeting is earlier than the date of the Special Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your shares of common stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Special Meeting, but will transfer ownership of the shares and will not hold an interest in Globalink after the Business Combination is consummated. |
| Q: | When is the Business Combination expected to occur? |
| A: | Assuming the requisite regulatory and stockholder approvals are received, Globalink expects that the Business Combination will occur as soon as possible following the Special Meeting. |
| Q: | Are Alps Holdco’s shareholders required to approve the Business Combination? |
| A: | Yes. The approval by Alps Holdco Shareholders of the Business Combination is a closing condition in the Merger Agreement. |
| Q: | Are there risks associated with the Business Combination that I should consider in deciding how to vote? |
| A: | Yes. There is a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 52 of this proxy statement/prospectus. |
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| Q: | May I seek statutory appraisal rights or dissenter rights with respect to my shares of Globalink common stock? |
| A: | No. Appraisal rights are not available to holders of shares of Globalink common stock in connection with the proposed Business Combination. For additional information, see the section titled “The Special Meeting — Appraisal Rights and Dissenter’s Rights.” |
| Q: | What happens if the Business Combination is not consummated? |
| A: | If Globalink does not consummate the Business Combination by January 9, 2025, then pursuant to Article VI of the Globalink Charter, Globalink’s officers must take all actions necessary in accordance with the DGCL to dissolve and liquidate Globalink as soon as reasonably possible. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account. Following dissolution, Globalink will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of shares of common stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of Globalink common stock would be paid at liquidation would be approximately $11.98 per share for stockholders based on amounts on deposit in the Trust Account as of December 6, 2024. The closing price of Globalink common stock on the Nasdaq as of December 12, 2024 was $11.95. The Initial Stockholders and PGM waived the right to any liquidation distribution with respect to any shares of common stock held by them at the time that the Founder Shares were purchased for no additional consideration. |
| In the event of liquidation, there will be no liquidating distributions with respect to Globalink’s outstanding rights and warrants. Accordingly, the rights and warrants will expire worthless. | |
| Q: | What happens to the funds deposited in the Trust Account following the Business Combination? |
| A: | Following the closing of the Business Combination, holders of public shares of Globalink common stock exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to Alps Holdco and utilized to fund working capital needs of the Combined Company. As of December 6, 2024, there was approximately $3.33 million in the Trust Account. Globalink estimates that approximately $10.98 per outstanding share, net of interest available to pay taxes, will be paid to the public investors exercising their redemption rights. |
| Q: | Who will manage PubCo after the Business Combination? |
| A: | Upon the Closing of the Business Combination, all of the officers of Alps Holdco will become the initial officers of PubCo and shall hold office until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal. Following the Business Combination, PubCo also expects to appoint a Chief Financial Officer. Alps is in the process of evaluating and seeking suitable candidates to serve as the Chief Financial Officer of the Combined Company. Alps Holdco will designate all members of the Combined Company’s Board of Directors, at least three (3) of whom shall qualify as independent directors under the Securities Act and the Nasdaq rules. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company” in this proxy statement/prospectus. |
| Q: | Is the consummation of the Business Combination subject to any conditions? |
| A: | Yes. The consummation of the Business Combination is subject to conditions, as more fully described in the section titled “The Acquisition Merger Proposal (Proposal 2) — Conditions to the Closing of the Business Combination” in this proxy statement/prospectus. |
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| Q: | Who can help answer my questions? |
| A: | If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact: |
Say Leong Lim
Chief Executive Officer
200 Continental Drive, Suite 401
Newark, Delaware 19713
+6012 405 0015
You may also contact Globalink’s proxy solicitor at:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Individuals call toll-free (855) 305-0857
Banks and brokers call (212) 297-0720
Email: info@okapipartners.com
To obtain timely delivery, Globalink stockholders must request the materials no later than , 2025.
If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to Globalink’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
You may also obtain additional information about Globalink from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to carefully read this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination. See also the section titled “Where You Can Find More Information” of this proxy statement/prospectus.
Unless otherwise indicated or the context otherwise requires, references in this summary to the “Combined Company” are to PubCo and its consolidated subsidiaries after giving effect to the Business Combination, including Alps Holdco. References to “Globalink” are to Globalink Investment Inc. and references to “Alps Holdco” are to Alps Life Sciences Inc.
Parties to the Business Combination
Globalink Investment Inc.
Globalink Investment Inc. was incorporated as a blank check company formed under the laws of the State of Delaware on March 24, 2021. Globalink Investment Inc. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The Globalink common stock, warrants, rights and units are currently quoted on the OTC Pink, under the symbols “GLLI,” “GLLIW,” “GLLIR,” and “GLLIU,” respectively. The Globalink common stock, warrants, rights and units commenced trading on the Nasdaq separately on or about December 22, 2021, and were delisted from Nasdaq on December 17, 2024.
If the Globalink stockholders approve the Redomestication Merger Proposal and the Acquisition Merger Proposal, immediately prior to the consummation of the Business Combination, all outstanding units of Globalink will separate into their individual components of Globalink common stock, Globalink rights and Globalink warrants and will cease separate existence and trading.
Upon the consummation of the Business Combination the current equity holdings of the Globalink stockholders shall be exchanged as follows:
| (i) | Each share of Globalink common stock, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of Globalink common stock, PubCo shall issue to its holder (other than Globalink stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo ordinary share, which shall be fully paid; | |
| (ii) | Each Globalink warrant to purchase one-half (1/2) of one share of Globalink common stock issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into one warrant to purchase one-half (1/2) of one PubCo ordinary share (“PubCo warrant”) (or equivalent portion thereof). The PubCo warrants will have substantially the same terms and conditions as set forth in the Globalink warrants; and | |
| (iii) | The holders of Globalink rights (convertible into one-tenth (1/10) of one share of Globalink common stock) issued and outstanding immediately prior to the effective time of the Redomestication Merger will obtain the right to receive one-tenth (1/10) of one PubCo ordinary share (“PubCo right”) in exchange for the cancellation of each Globalink right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share. |
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PubCo intends to apply for the listing of its ordinary shares and warrants on the Nasdaq under the symbols “ALPS” and “ALPSW”, respectively, in connection with the closing of the Business Combination. We cannot assure you that the PubCo ordinary shares and PubCo warrants will be approved for listing on Nasdaq.
Globalink’s principal executive offices are located at 200 Continental Drive, Suite 401, Newark, Delaware 19713 and its telephone number is +6012 405 0015.
Alps Holdco
Alps Life Sciences Inc is an exempted company incorporated in the Cayman Islands with limited liability on April 11, 2024 and Alps Global Holding Berhad (“Alps”) is a public limited company incorporated in Malaysia on April 14, 2017 and will be a subsidiary of Alps Holdco before Closing. Alps’ primary objective is to evolve into a fully integrated bench-to-bedside platform encompassing biotechnology research, medical services, and wellness solutions. Alps’ principal activities are research and development in various biotechnology-related products and services, with a focus on the use of precision and preventive medicine.
In pursuit of its vision, Alps has cultivated a diverse pipeline covering various biotechnology research areas. This includes initiatives focused on MyImmune (NK cells), CAR-T cells, COVID-19 mRNA vaccine, diabetes therapeutics, and advancements in stem cell technologies such as induced Pluripotent Stem Cells (iPSCs) and messenger ribonucleic acid (mRNA) platform technology. All of Alps’ current product candidates are currently in either the proof-of-concept or preclinical development stage.
As of the date of this proxy statement/prospectus, Alps does not have any product candidates that are approved for commercial sale and has not generated any revenue from the sale of product candidates. Currently, Alps’ revenue is primarily derived from aesthetic treatments, cosmetic procedures, general healthcare and wellness services.
MyGenome Sdn. Bhd., Alps’ subsidiary, operates a molecular laboratory and is accredited by the Malaysian Standard MS ISO 15189:2022, Medical laboratories – Requirements for quality and competence. In addition, Alps operates a cGMP cell and gene therapy research and cultivation laboratory under one of its wholly owned subsidiaries, Celestialab Sdn. Bhd., approved by the Ministry of Health in Malaysia. Alps’ multidisciplinary team oversees all critical cGMP activities, including manufacturing, quality control, quality assurance, and documentation.
Alps’ principal executive office is located at Unit E-18-01 & E-18-02 Level 18, ICON Tower (East), No.1, Jalan 1/68F, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. Alps’ telephone number is +603 2163 1113. Investors should submit any inquiries to the address and telephone number of Alps’ principal executive office. Alps’ website address is https://alps-holdings.com/. Information contained on, or that can be accessed through, Alps’ website is not a part of, and shall not be incorporated by reference into, this proxy statement/prospectus.
For additional information about Alps, see the section entitled “Information about Alps”.
PubCo
PubCo is an exempted company incorporated in the Cayman Islands with limited liability on May 14, 2024 for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Alps following the Business Combination.
Merger Sub
Merger Sub is an exempted company incorporated in the Cayman Islands with limited liability on May 14, 2024, and is a wholly-owned subsidiary of PubCo incorporated for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, Alps pursuant to the Acquisition Merger.
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Parent Representative
Globalink’s Sponsor, GL Sponsor LLC, is acting as the Parent Representative for the purpose of representing, from and after the Effective Time, the stockholders of Globalink (other than the Alps Holdco Shareholders as of immediately prior to the Effective Time and their successors and assigns). As the Parent Representative, the Sponsor negotiated the Merger Agreement and the ancillary agreements with Alps Holdco and the Seller Representative, for purposes of efficiency. To the extent that any disputes arise in connection with the Business Combination and/or Merger Agreement after the Closing, the Sponsor, as the Parent Representative, expects to act as the representative of the previous stockholders of Globalink in negotiating with PubCo and resolving such disputes. However, the Sponsor does not have any specific fiduciary or contractual duties to the previous stockholders of Globalink in its capacity as the Parent Representative and may have interests in addition to, or conflict with, those of the previous stockholders of Globalink. See “Summary of the Proxy Statement/Prospectus—Interests of Certain Persons in the Business Combination.”
Additionally, under the Merger Agreement, Globalink, on behalf of itself and its subsidiaries, successors and assigns, has appointed the Sponsor in the capacity as the Parent Representative, as each such person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such person, to act on behalf of such person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of Globalink any indemnification claims by any of them under the termination provision of the Merger Agreement; (ii) acting on behalf of such person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such person any provision of the Merger Agreement or any ancillary agreement to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Globalink’s securities (other than the Alps Holdco Shareholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and Alps Holdco, Seller Representative, any Alps Holdco Shareholders or Indemnifying Party (as defined in the Merger Agreement) relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify Globalink pursuant to the indemnification provisions of the Merger Agreement, shall be binding upon Globalink and its subsidiaries, successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same.
Seller Representative
Dr. Tham Seng Kong is acting as the Seller Representative for the purpose of representing, from and after the Effective Time, the Alps Holdco Shareholders as of immediately prior to the Effective Time and their successors and assigns. As the Seller Representative, Dr. Tham Seng Kong, negotiated the Merger Agreement and the ancillary agreements with Globalink and the Sponsor. After the Business Combination, the Seller Representative shall be entitled to engage in the following on behalf of the Alps Holdco Shareholders as of immediately prior to the Effective Time and their successors and assigns:
| ● | making on behalf of such person and taking all actions on their behalf relating to the achievement of the requirements for the Earn-out Shares and any disputes with respect thereto; | |
| ● | managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under the Merger Agreement, including controlling, defending, managing, settling and participating in any third party claim thereunder; | |
| ● | acting on behalf of such person under the Escrow Agreement; | |
| ● | terminating, amending or waiving on behalf of such person any provision of any Seller Representative Document (as defined in the Merger Agreement) (provided, that any such action, if material to the rights and obligations of the Alps Holdco Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Alps Holdco Shareholders unless otherwise agreed by each Alps Holdco Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); | |
| ● | signing on behalf of such person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; | |
| ● | employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; | |
| ● | incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; | |
| ● | receiving all or any portion of the consideration provided to the Alps Holdco Shareholders under the Merger Agreement and to distribute the same to the Alps Holdco Shareholders in accordance with their pro rata share; and |
otherwise enforcing the rights and obligations of any such persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such person.
The Merger Agreement and the Business Combination
On January 30, 2024, Globalink entered into the Merger Agreement (as amended and restated on May 20, 2024 and as may be further amended, restated or supplemented from time to time), with Alps Holdco, PubCo, Merger Sub, the Sponsor as the Parent Representative, and Dr. Tham Seng Kong, an individual, as the Seller Representative. Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink will be merged with and into PubCo, with PubCo remaining as the surviving publicly traded entity; and (ii) Merger Sub will merge with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo.
Subject to the terms and conditions set forth therein upon the Closing, the Alps Holdco Ordinary Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive PubCo ordinary shares equal to the Conversion Ratio (as defined in the Merger Agreement). The total consideration in the form of PubCo ordinary shares to be paid by Globalink to the Alps Holdco Shareholders at the Closing will be equal to US$1.6 billion, with an earnout provision permitting Alps Holdco Shareholders to receive up to 48 million additional shares of the Combined Company as and when the business meets certain incremental milestones for the consolidated revenue of the Combined Company for five fiscal years following the consummation of the Business Combination. The Merger Agreement is subject to certain customary closing conditions and contains customary representations, warranties, covenants and indemnity provisions. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement. The respective boards of directors of Globalink and Alps Holdco have (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by their respective stockholders.
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Conditions to Closing
The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the transactions contemplated by the Merger Agreement, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (if applicable), (iii) receipt of any consent, approval or authorization required by any Authority (as such term is defined in the Merger Agreement), (iv) there being no action brought by any Authority to enjoin or otherwise restrict the consummation of the Closing, (v) Globalink having at least $5,000,001 of net tangible assets either immediately prior to (the immediately prior to the Business Combination condition is anticipated to be waived), and PubCo shall have net tangible assets of at least $5,000,001 upon consummation of the Business Combination, (vi) approval by the Alps Holdco Shareholders of the Business Combination and related transactions, (vii) approval by the stockholders of Globalink of the Business Combination and related transactions, (viii) the conditional approval for listing by Nasdaq of the PubCo ordinary shares and PubCo warrants and satisfaction of initial and continued listing requirements, (ix) the Form F-4 becoming effective in accordance with the provisions of the Securities Act, (x) solely with respect to Globalink, among other conditions, (A) Alps Holdco, PubCo and Merger Sub having duly performed or complied with all of their respective obligations under the Merger Agreement in all material respects, (B) the representations and warranties of Alps Holdco, PubCo and Merger Sub being true and correct in all respects unless failure would not have or reasonably be expected to have a Material Adverse Effect on Alps Holdco and its subsidiaries as a whole, (C) no event having occurred that has resulted in or would result in a Material Adverse Effect on Alps Holdco and its subsidiaries as a whole, (D) Globalink has obtained an opinion from an independent investment bank or other financial advisory firm mutually acceptable to Globalink and Alps Holdco as to the fairness from a financial point of view, as of the date of such opinion, of the Merger Consideration Shares to be paid to the Alps Holdco Shareholders pursuant to the Merger Agreement, and (E) the size and composition of the post-Closing PubCo Board being established as set forth in the Merger Agreement, and (xi) solely with respect to each of PubCo, Merger Sub, and Alps Holdco and its subsidiaries, among other conditions, (A) Globalink having duly performed or complied with all of its obligations under the Merger Agreement in all material respects, (B) the representations and warranties of Globalink being true and correct in all respects, (C) no event having occurred that has resulted in or would result in a Material Adverse Effect on Globalink which is continuing and uncured, and (D) Alps Holdco having received a copy of the Escrow Agreement duly executed by PubCo, Globalink and the Escrow Agent.
The Globalink Board intends to waive the fairness opinion as a closing condition of the Business Combination.
Termination
The Merger Agreement may be terminated at any time prior to the Effective Time as follows (i) by either Globalink or Alps Holdco if the transactions contemplated by the Merger Agreement are not consummated on or before the six (6)-month anniversary of May 20, 2024, the date of the Merger Agreement (the “Outside Closing Date”), provided that, if the SEC has not declared the Form F-4 effective on or prior to the five (5)-month anniversary of the Merger Agreement, then the Outside Closing Date will be extended by one (1) additional month, provided further that, the failure to consummate the transactions contemplated by the Merger Agreement by the Outside Closing Date is not due to a material breach by the party seeking to terminate the Agreement;
(ii) by either Globalink or Alps Holdco if any Authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Business Combination, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach was a substantial cause of, or substantially resulted in, such action by the Authority.
(iii) by mutual written consent of Globalink and Alps Holdco duly authorized by each of their respective board of directors;
(iv) by Globalink in the event that Alps Holdco does not deliver to Globalink the Final March 31, 2024 Financial Statements on or prior to May 31, 2024 or such further period as mutually agreed upon between Globalink and Alps Holdco in writing; and
(v) by either Globalink or Alps Holdco if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied by the earlier of (A) the Closing Date and (B) 30 days following receipt by the breaching party of a written notice of the breach.
The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about Globalink, Alps Holdco or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in the disclosure schedules to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about Globalink, Alps Holdco or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that Globalink makes publicly available in reports, statements and other documents filed with the SEC. Globalink or Alps Holdco investors and securityholders are not third-party beneficiaries under the Merger Agreement.
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The Redomestication Merger
Immediately prior to the Acquisition Merger, Globalink will merge with and into PubCo, a Cayman Islands exempted company. The separate corporate existence of Globalink will cease and PubCo will continue as the surviving company in the Redomestication Merger. In connection with the Redomestication Merger, all outstanding Globalink units will separate into their individual components of shares of Globalink common stock, Globalink rights and Globalink warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Globalink stockholders shall be exchanged as follows:
| (i) | Each share of Globalink common stock, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of Globalink common stock, PubCo shall issue to its holder (other than Globalink stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo ordinary share, which shall be fully paid; | |
| (ii) | Each Globalink warrant to purchase one-half (1/2) of one share of Globalink common stock issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into one PubCo warrant (or equivalent portion thereof). The PubCo warrants will have substantially the same terms and conditions as set forth in the Globalink warrants; and | |
| (iii) | The holders of Globalink rights (convertible into one-tenth (1/10) of one share of Globalink common stock) issued and outstanding immediately prior to the effective time of the Redomestication Merger will obtain the PubCo right in exchange for the cancellation of each Globalink right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share. |
Globalink and Alps Holdco intends to enter into a supplemental warrant agreement with Continental (the “Supplemental Warrant Agreement”), pursuant to which, among other things, effective as of the Effective Time, Alps Holdco will assume the obligations of Globalink under that certain warrant agreement, dated December 6, 2021, by and between Globalink and Continental (the “Existing Warrant Agreement”). Pursuant to the Business Combination Agreement and the Supplemental Warrant Agreement, each issued and outstanding warrant of Globalink sold to the public and to PGM, an affiliate of the Sponsor, in a private placement in connection with Globalink’s initial public offering will be exchanged for a corresponding warrant exercisable for PubCo ordinary shares.
The Acquisition Merger
Immediately after and conditional upon the Redomestication Merger, Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will merge with and into Alps Holdco, with Alps Holdco being the surviving company in the merger, resulting in Alps Holdco being a wholly owned subsidiary of PubCo.
For more information about the Business Combination, please see the sections titled “The Redomestication Merger Proposal (Proposal 1)” and “The Acquisition Merger Proposal (Proposal 2).” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
Other Agreements Relating to the Business Combination
Globalink Support Agreements
In connection with the execution of the Merger Agreement, Globalink, Alps Holdco, and certain stockholders of Globalink have entered into a Globalink Support Agreement, pursuant to which the stockholders of Globalink that are parties to the Globalink Support Agreements have agreed to vote all shares of Globalink common stock beneficially owned by them in favor of the transactions contemplated by the Merger Agreement.
Alps Holdco Support Agreements
In connection with the execution of the Merger Agreement, Globalink, Alps Holdco and each of certain shareholders of Alps Holdco have entered into an Alps Holdco Support Agreement, pursuant to which the shareholders of Alps Holdco that are parties to the Alps Holdco Support Agreements have agreed to vote all ordinary shares of Alps Holdco beneficially owned by them in favor of the transactions contemplated by the Merger Agreement.
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Lock-up Agreements
The Merger Agreement provides that, prior to the Closing, and effective as of the Closing, certain Alps Holdco Shareholders, the Parent Representative and certain other stockholders of Globalink will enter into the Lock-up Agreements, subject to certain customary exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the PubCo ordinary shares subject to lock-up, including the Merger Consideration Shares (the “Lock-up Shares”), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Lock-up Agreement) with respect to the Lock-Up Shares until (i) (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing.
Amended and Restated Registration Rights Agreement
At the Closing, Globalink will enter into the Amended and Restated Registration Rights Agreement with certain existing stockholders of Globalink with respect to the PubCo ordinary shares they own at the Closing, and with certain Alps Holdco Shareholders who will be holders of PubCo ordinary shares after the Closing. The Amended and Restated Registration Rights Agreement will require PubCo to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 60 days after the Closing. The Amended and Restated Registration Rights Agreement will also provide certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. Globalink will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.
Escrow Agreement
In connection with the Business Combination, PubCo, Globalink, and the Escrow Agent will enter into the Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to PubCo and Alps Holdco, pursuant to which PubCo shall issue to the Escrow Agent a number of PubCo ordinary shares (with each share valued at $10.00) equal to five percent (5%) of One Point Six Billion Dollars ($1,600,000,000), together with any equity securities paid as dividends or distributions with respect to the Escrow Shares and along with any other dividends, distributions or other income on the Escrow Shares in the Escrow Account.
The PIPE Investment
In connection with the execution of the Merger Agreement, PubCo, Globalink and Alps Holdco entered into the Subscription Agreements with certain accredited investors on June 4, 2024, June 5, 2024, and August 27, 2024, pursuant to which the investors have agreed to purchase, and PubCo has agreed to sell to the investors, an aggregate of $40,200,000 worth of PubCo ordinary shares, or 4,020,000 PubCo ordinary shares (the “PIPE Securities”). The purpose of the sale of the PIPE Securities is to raise additional capital for the business operations of the Combined Company. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. The PIPE Investors have not received any payments from the Sponsor in connection with the PIPE Investment. For an illustration of the dilutive effect the Business Combination, the PIPE Investment, and related transactions would have on the holders of public shares who hold the securities until the consummation of the Business Combination, see “Summary of the Proxy Statement/Prospectus — Ownership of the Combined Company After the Closing.”
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Structure of the Business Combination
The diagrams below depict simplified versions of the current organizational structures of Globalink and Alps, respectively.
Simplified Pre-Combination Structure
Globalink (Current Structure)
Alps (Current Structure)
Pre-Reorganization
Post-Reorganization
Simplified Post-Combination Structure
Immediately prior to the Acquisition Merger, Globalink will merge with and into PubCo, with PubCo to be the surviving company in the Redomestication Merger, and immediately after and conditional upon the Redomestication Merger, Merger Sub will merge with and into Alps Holdco, with Alps Holdco surviving the Acquisition Merger as a wholly-owned subsidiary of PubCo.
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Executive Officers of the Combined Company
The executive officers of Alps Holdco immediately prior to the Closing will be the executive officers of the Combined Company upon the Closing. Following the Business Combination, the Combined Company also expects to appoint a Chief Financial Officer. Alps is in the process of evaluating and seeking suitable candidates to serve as the Chief Financial Officer of the Combined Company.
Board of Directors of the Combined Company
The Combined Company Board will consist of five directors, with Dr. Tham Seng Kong serving as the Chairman of the Combined Company Board.
Globalink Board’s Reasons for the Approval of the Business Combination
In reaching its decision with respect to the Business Combination, the Board considered views of Globalink’s management regarding the opportunity represented by the proposed transaction and evaluated the investor presentation provided by Alps. Globalink’s management discussed its diligence to the Board, which included:
| ● | review of Alps’ financial results; | |
| ● | review of Alps’ financial projections model; | |
| ● | review of Alps’ descriptions of its business operations, including its patents, premises and equipment; | |
| ● | review of financial data of public companies that are comparable to Alps; | |
| ● | review of Alps’ capitalization table; | |
| ● | review of Alps’ patents and pipelines, corporate records, material agreements, employment agreements, tax, litigation and other business-relevant materials; | |
| ● | discussions with Alps’ management; | |
| ● | third-party background checks on Alps’ management and directors, and each of the director nominees to the Combined Company Board nominated by Alps; | |
| ● | third-party verification of Alps’ inventory; and | |
| ● | discussions with specialists who are experienced professionals in the healthcare industry in Globalink’s directors’ and officers’ contacts. |
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The Board supported the decision to enter into the Merger Agreement with its evaluation of the above due diligence and the following qualitative and quantitative evaluations regarding Alps:
Availability and terms of PIPE Investment
The Board also considered the availability and terms of the PIPE Investment prior to approving the Business Combination. Noting that PIPE Investment in the amount of approximately US$40.2 million from local investors from Malaysia would become available in connection with the Business Combination, the Board negotiated the terms of the PIPE Investment with Alps, and mutually agreed that the PIPE Investment would be used for PubCo’s working capital after the Business Combination. The Board determined that the terms of the PIPE Investment are fair and reasonable to Globalink. The determination was made unanimously in May 2024.
Prior to making such determination, the Globalink Board engaged in discussions and consultations with its management, financial and legal advisors of both Globalink and Alps Holdco, and reviewed the terms of the PIPE Investment. The Globalink Board considered matters such as (i) whether the terms of the PIPE subscription agreements are similar to the typical PIPE transactions entered into by other special purpose acquisition companies in connection with a De-SPAC transaction, and whether there are any usual terms not commonly observed, (ii) the potential investors’ profile, including each investor’s net worth and reputation, (iii) purpose of such investors’ the investment and utilization, including whether they intend to hold PubCo’s shares for long-term investment, and (iv) the amount of the financing and the timing such financing proceeds are expected to be available.
Industry trends
| ● | Advances in biotechnology: Rapid advancements in biotechnology, such as gene editing technologies like clustered regularly interspaced palindromic repeats (CRISPR-Cas9), have unlocked new possibilities in drug discovery, disease treatment, and personalized medicine. These biotechnological breakthroughs offer tremendous potential for innovation and growth within the industry. | |
| ● | Growing demand for personalized medicine: Personalized medicine, which tailors treatment plans based on an individual’s genetic makeup, is gaining popularity. This trend provides opportunities for biotech companies to develop targeted therapies, companion diagnostics, and genetic testing services to meet the demand for more precise and effective healthcare solutions. | |
| ● | Focus on rare diseases and orphan drugs: The biotech industry has shifted focus towards rare diseases, also known as orphan diseases, which affect a small percentage of the population. Governments and regulatory bodies have implemented incentives and streamlined approval processes to encourage the development of orphan drugs, making it an attractive area for biotech companies to invest in. | |
| ● | Increased investment in biotech startups: Venture capital firms, pharmaceutical companies, and government entities are increasingly investing in biotech startups. This influx of funding has created a supportive environment for innovative ideas and technologies to be developed, leading to a vibrant ecosystem of entrepreneurial ventures within the industry. | |
| ● | Convergence of biology and digital technology: The convergence of biology with digital technology, such as artificial intelligence (AI), big data analytics, and machine learning, is transforming the biotech and life sciences landscape. These digital technologies enable faster and more accurate drug discovery, clinical trials, and patient care, improving overall efficiency and outcomes. | |
| ● | Rising global healthcare expenditure: With the global population aging and the increasing prevalence of chronic diseases, healthcare expenditure is on the rise. Biotech and life sciences companies are well-positioned to benefit from this trend by developing innovative therapies and solutions that address the evolving healthcare needs of the population. |
These positive trends create an optimistic outlook for the biotech and life sciences industry, presenting numerous opportunities for growth, innovation, and impact.
For sources of the above statements and conclusions on the future trends in the biotechnology industry, please refer to the notes below.
Notes:
| 1. | Explore Emerging Biotech Trends in 2024 for Life Science Professionals. https://www.mrlcg.com/resources/blog/emerging-biotech-trends/ | |
| 2. | The Future of Biotech: Innovations and Trends in Science and Research. https://www.healthtechzone.com/topics/healthcare/articles/2024/06/21/459929-future-biotech-innovations-trends-science-research.htm. | |
| 3. | The Global Biotechnology Industry Outlook – 2024. https://www.marketsandmarkets.com/blog/HC/The-Global-Biotechnology-Industry-Outlook-2024 | |
| 4. | The Future of Biotech. https://www.dni.gov/index.php/gt2040-home/gt2040-deeper-looks/future-of-biotech | |
| 5. | Biotechnology Market Size, Share, and Trends 2024 to 2033. https://www.precedenceresearch.com/biotechnology-market | |
| 6. | Biotechnology Market Size & Trends. https://www.grandviewresearch.com/industry-analysis/biotechnology-market | |
| 7. | Biotechnology Industry Statistics: Market Data Report 2024. https://worldmetrics.org/biotechnology-industry-statistics/ |
Management team
The management team of Alps is composed of seasoned professionals with extensive experience and a track record of achievements in the field.
At the helm is Dr. Tham Seng Kong, a visionary and accomplished leader with a Bachelor of Medicine from Xiamen University, Doctor of Medicine (MD) Integrated Chinese & Western Clinical Medicine (Oncology) from Guangzhou University of Chinese Medicine (GUCM) and a Ph.D. in Clinical Discipline of Chinese and Western Medicine from GUCM. He also obtained his Masters of Business Administration from the Business Institute of Pennsylvania, United States. With his deep scientific expertise and keen business acumen, he has successfully spearheaded multiple R&D projects and breakthrough therapies to market. Driven by an unwavering passion for improving patient lives, Dr. Tham possesses the ability to inspire and motivate the entire team at Alps.
Supporting Dr. Tham is Lisa Teoh @ Teoh Lee Eng, a seasoned executive with more than 20 years of experience in finance and operations. As the chief operating officer of Alps, she brings a strong operational acumen to Alps. Ms. Teoh is a registered civil engineer with professional institutions in Malaysia and is an ASEAN Chartered Professional Engineer. She earned her Master’s Degree in Engineering Science (Civil) (M.Eng) in 1996 as well as a Master of Philosophy from the University of Oxford, United Kingdom in 1997. Ms. Teoh later obtained her Master of Business Entrepreneur Management in 2018 and Doctor of Business Administration in 2020 from the Institute of Entrepreneurship Malaysia.
Leading the research and development efforts is Professor Manickam Ravichandran, a renowned expert in molecular biology and vaccine discovery. He obtained his M.Sc.-Medical Microbiology from Christian Medical College, Vellore and was awarded his Ph.D. in Biotechnology from Anna University in Chennai, India. He has a track record of developing innovative therapeutic candidates and leading clinical trials. He was previously appointed as the former Vice-Chancellor of AIMST University, Malaysia. Professor Manickam Ravichandran’s strategic thinking and scientific expertise are instrumental in guiding Alps’ research and development pipeline.
Leading another pipeline in vaccine development is Alps’ Chief Vaccine Development Officer, Professor Chit Laa Poh. Professor Poh obtained her Ph.D. in Medical Microbiology and Bacteriology from Monash University (Australia) and completed postdoctoral training at Pasteur Institute, Cambridge University, and University College London. Professor Poh served as the Inaugural Dean of the Faculty of Science and Technology from 2012 to 2014 and currently holds the position of Distinguished Professor and Head of the Centre for Virus and Vaccine Research (CVVR) at Sunway University, Malaysia.
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The commercialization strategy and marketing efforts are overseen by Ms. Chew Yoke Ling, a seasoned marketing professional with a deep understanding of the biotech market landscape. With her market research expertise and customer-centric approach, she ensures the effective positioning and successful commercial launch of Alps’ products.
Competition
Alps provides commercialized services and products in Malaysia. Alps has a group of skilled, multilingual employee able to contributes to the company’s success. Of all employees of Alps, 66% or more has a bachelor’s degree of above, and is comprised of individuals with diverse backgrounds and ethnicities, including Malay, Chinese, Indian and other ethnic backgrounds. This allows Alps to develop and communicate with customers from different backgrounds. Alps’ labor force also contributes to a low burn rate relative to many typical biotech companies. In the fiscal years ended March 31, 2023 and 2024, Alps incurred labor costs of US$1,136,059 and US$1,186,647, respectively, representing 31.6% and 49.37% of Alps’ total revenue in the respective period. Alps’ skilled, multilingual and cost-effective labor force gains the company a competitive advantage in its pipeline developments.
For the fiscal years ended March 31, 2024 and 2023, the burn rates of Alps approximately US$1,490,000 and US$224,000, respectively. Burn rates are largely driven by research and development expenses. For instance, Moderna spent US$4.85 billion on research and development in 2023, Biogen incurred US$2.46 billion in research and development expenses in 2023, and Novartis incurred US$11.37 billion in research and development expenses. Burn rates for biotechnology companies can vary widely from tens of millions to over $100 million per quarter, depending on their stage of development and level of commercial operations. For clarity, the companies referenced above are significantly larger than Alps, with significantly larger research and development plans and costs.
For sources of the above statements relating to Alps’ low burn rate relative to typical biotech companies, please refer to notes below:
Notes:
| 1. | The top pharmaceutical companies by R&D expenditure. https://www.pharmaceutical-technology.com/features/the-top-pharmaceutical-companies-by-rd-expenditure/ |
Significant growth potential
Southeast Asia is a dynamic region that offers numerous advantages for businesses seeking growth and expansion. With a rapidly growing economy, a large consumer base, and a strategic location, Southeast Asia has become an attractive destination for both established corporations and emerging startups.
The region has experienced robust economic growth in recent years, fueled by factors such as urbanization, rising middle-class population, and increased foreign investment. This growth has created a thriving market with a vast potential for businesses to tap into. Southeast Asia boasts a large and diverse consumer base. With a population of over 650 million people, the region offers businesses access to a vast market of potential customers. The middle class is expanding rapidly, leading to increased purchasing power and demand for products and services across various sectors. Additionally, with an increasingly aging population, Alps expects to observe increasing demand for its products and services.
Southeast Asia is also strategically located, serving as a gateway to the larger Asian market. Its proximity to China, India, and other emerging economies provides businesses with opportunities for regional integration and access to global supply chains.
Another advantage of Southeast Asia is its investment-friendly policies and business environment. Many countries in the region have implemented reforms to attract foreign investment, such as tax incentives, streamlined regulations, and improved infrastructure. This business-friendly ecosystem facilitates entry and expansion for companies seeking to establish a presence or invest in Southeast Asia. The region offers a large pool of young, educated, and motivated workers who are capable of driving innovation and productivity. With competitive labor costs compared to other regions, businesses can achieve greater cost efficiency and maintain competitiveness.
Additionally, Southeast Asia is a hub for innovation and entrepreneurship. The region has witnessed a burgeoning startup ecosystem, supported by incubators, accelerators, and venture capital investment. This vibrant startup culture fosters innovation, encourages collaboration, and provides opportunities for partnerships and synergies with local businesses.
For sources of the above statements and conclusions on the growth potential of Southeast Asia, please refer to the notes below.
Notes:
| 1. | The rise of the middle class and economic growth in ASEAN. https://documents.worldbank.org/en/publication/documents-reports/documentdetail/426681495130074444/the-rise-of-the-middle-class-and-economic-growth-in-asean | |
| 2. | A 3D view of Southeast Asia: demographics, digitisation and dynamism. https://www.business.hsbc.com/en-gb/insights/growing-my-business/a-3d-view-of-southeast-asia#:~:text=Southeast%20Asia%20is%20also%20home,5%25%20annually%20through%20to%202030.&text=This%20increase%20in%20purchasing%20power,foreign%20direct%20investment%20(FDI) | |
| 3. | Total population of the ASEAN countries from 2019 to 2029. https://www.statista.com/statistics/796222/total-population-of-the-asean-countries/ | |
| 4. | International Monetary Fund – Population. https://www.imf.org/external/datamapper/LP@WEO/VNM/IDN/PHL/MMR/MYS/KHM/LAO/THA/SGP/BRN/AUS | |
| 5. | Aging Southeast Asia grapples with weak social safety nets. https://asia.nikkei.com/Spotlight/Datawatch/Aging-Southeast-Asia-grapples-with-weak-social-safety-nets |
Fairness Opinion
The Globalink Board does not plan to obtain a final fairness opinion in connection with the Business Combination. The Globalink Board considered obtaining a fairness opinion as to the Merger Consideration paid to Alps Holdco Shareholders, and has reached out to Baker Tilly, a financial advisory, tax and assurance services firm, and Morison Advisory Sdn. Bhd., a financial advisory services firm based in Malaysia and a member firm of Morison Global, for a fairness opinion. Neither firm declined or were otherwise unable to unwilling to provide a fairness opinion to the Globalink Board. On February 2, 2024, Globalink engaged Morison Advisory Sdn. Bhd. to provide a fairness opinion. The Globalink Board received a draft of fairness opinion from Morison Advisory Sdn. Bhd. in June 2024. For a description of the draft fairness opinion that the Globalink Board received, see “The Acquisition Merger Proposal (Proposal 2) — Fairness Opinion.” After a thorough review and internal discussions, the Globalink Board decided not to rely on the fairness opinion for determining the valuation of Alps Holdco, as the Globalink Board believed that the valuation methods adopted by Morison Advisory Sdn. Bhd., the income approach using Discounted Cash Flow (“DCF”) method, was reliant upon underlying key assumptions susceptible to material changes and uncertainties. The Globalink Board did not put much weight in considering the draft fairness opinion in determining the valuation of Alps Holdco. Instead, the Globalink Board primarily considered (i) the verbal commitment of Seller Representative and Alps Holdco during the negotiation stage of securing PIPE Investment of an aggregate amount of US$40.2 million or more, (ii) the financing completed by Alps in September 2023, of US$2.5 million, and (iii) the other factors disclosed under “—Globalink Board’s Reasons for the Approval of the Business Combination.” The Globalink Board intends to waive the fairness opinion as a closing condition of the Business Combination.
Compensation of the Sponsor, its Affiliates and Promoters
The Sponsor holds an aggregate of 2,835,000 shares of Globalink common stock as of the date of this proxy statement/prospectus. The Sponsor will receive a positive rate of return so long as the market price of the common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. The Sponsor, its affiliates and promoters are not receiving compensation in connection with the Business Combination and the PIPE Investment. The Sponsor, its affiliates and promoters will not receive any securities of Globalink or PubCo in connection with the Business Combination and the PIPE Investment. However, the Sponsor is expected to own an equity interest of approximately 1.7% in the Combined Company after the consummation of the Business Combination. For an illustration of the dilutive effect the Business Combination, the PIPE Investment, and related transactions would have on the holders of public shares who hold the securities until the consummation of the Business Combination, see “Summary of the Proxy Statement/Prospectus — Ownership of the Combined Company After the Closing.”
Recommendation of the Board
The Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the Globalink stockholders and recommends that the Globalink stockholders adopt the Merger Agreement and approve the Business Combination. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The Globalink Board does not plan to obtain a final fairness opinion related to the Business Combination.
The Board unanimously recommends that you vote “FOR” the approval of the Redomestication Merger Proposal, “FOR” the approval of the Acquisition Merger Proposal, “FOR” the approval of the Nasdaq Proposals, and “FOR” the approval of the Adjournment Proposal.
The existence of financial and personal interests of Globalink’s directors and officers may result in a conflict of interest on the part of such director(s) and/or officer(s) between what he, she or they may believe is in the best interests of Globalink and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. See the section entitled “The Acquisition Merger Proposal (Proposal 2) — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus.
As of the date of this proxy statement/prospectus, a total of 3,445,000 shares of common stock, or approximately 92.6% of the outstanding shares, were subject to the Insider Letter and the Globalink Support Agreements. The approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal does not require the votes from at least a majority of unaffiliated security holders of Globalink. As such, as the vote to approve the Redomestication Merger Proposal and the Acquisition Merger Proposal is a majority of the then outstanding shares of common stock present and entitled to vote at the Special Meeting, assuming only the minimum number of shares of common stock to constitute a quorum is present, no public stockholder must vote in favor of the Redomestication Merger Proposal or the Acquisition Merger Proposal for them to be approved.
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Proposals to be Submitted at the Special Meeting
The Redomestication Merger Proposal
Globalink and Alps Holdco have agreed to the Business Combination under the terms of the Merger Agreement. Pursuant to the terms set forth in the Merger Agreement, subject to the satisfaction or waiver of the conditions to the Closing therein, Globalink will merge with and into PubCo, with PubCo surviving the Redomestication Merger.
If any proposal is not approved by the Globalink stockholders at the Special Meeting, the Board may submit the Adjournment Proposal for a vote.
For additional information, see “The Redomestication Merger Proposal (Proposal 1)” section of this proxy statement/prospectus.
The Acquisition Merger Proposal
Pursuant to the terms set forth in the Merger Agreement, subject to the satisfaction or waiver of the conditions to the Closing therein and conditioned upon the Redomestication Merger, Alps Holdco will merge with and into Merger Sub, with Alps Holdco surviving the Acquisition Merger.
After consideration of the factors identified and discussed in the section entitled “The Acquisition Merger Proposal (Proposal 2) — Interests of Certain Persons in the Business Combination,” the Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for the Globalink IPO, including that the business of Alps Holdco had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Merger Agreement. The Globalink Board does not plan to obtain a final fairness opinion in connection with the Business Combination.
For additional information, see “The Acquisition Merger Proposal (Proposal 2)” section of this proxy statement/prospectus.
The Nasdaq Proposals
Globalink stockholders are being asked to approve separate proposals, for purposes of complying with the Nasdaq Listing Rule, the issuance of (i) up to 208,000,000 PubCo ordinary shares pursuant to the Merger Agreement (including the ordinary shares issuable pursuant to that certain earnout provisions in the Merger Agreement), and (ii) up to 4,020,000 PubCo ordinary shares to the PIPE Investors. For more information, see the section entitled “The Nasdaq Proposals (Proposals 3)” of this proxy statement/prospectus.
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The Adjournment Proposal
Globalink is proposing that its stockholders approve the adjournment of the Special Meeting to a later date or time, if necessary or appropriate.
For additional information, see “The Adjournment Proposal (Proposal 4)” section of this proxy statement/prospectus.
The Special Meeting
Date, Time and Place of the Special Meeting
The Special Meeting will be held virtually at , Eastern time, on , 2025 or at such other date and time to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.
Registering for the Special Meeting
As a registered Globalink stockholder, you received a proxy card from Continental. The form contains instructions on how to attend the virtual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental’s support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting starting , 2025 at a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/ , enter your control number, name and email address. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.
A Globalink stockholder that holds such stockholder’s shares in “street name,” which means such stockholder’s shares are held of record by a broker, bank or other nominee, may need to contact Continental to receive a control number. If you plan to vote at the meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. Either way, you must contact Continental for specific instructions on how to receive the control number. They can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the meeting by dialing +1 800-450-7155 within the U.S. and Canada (toll-free), or +1 857-999-9155 outside the U.S. and Canada (standard rates apply) when prompted enter the pin number . This is listen-only and you will not be able to vote or enter questions during the meeting.
Purpose of the Special Meeting
At the Special Meeting, Globalink is asking its stockholders to consider and vote upon:
| ● | The Redomestication Merger Proposal. | |
| ● | The Acquisition Merger Proposal. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. | |
| ● | The Nasdaq Proposals. | |
| ● | The Adjournment Proposal, if presented at the Special Meeting. |
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Voting Power and Record Date
You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Globalink common stock at the close of business on , 2025, which is the Record Date. You are entitled to one vote for each share of Globalink common stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were shares of Globalink common stock outstanding, of which are public shares, are Founder Shares, and are shares included in the private units.
Quorum and Required Vote
A quorum of Globalink stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the issued and outstanding shares of Globalink common stock and entitled to vote at the Special Meeting is represented in person by virtual attendance or by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.
The approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal, each of the Nasdaq Proposals, and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Globalink common stock cast by the stockholders represented in person by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting. A Globalink stockholder’s failure to vote by proxy or to vote in person online at the Special Meeting will not be counted towards the number of shares of Globalink common stock required to validly establish a quorum, and abstentions will count as present for the purposes of establishing a quorum. If a valid quorum is otherwise established, such failure to vote by proxy or in person or abstention will have no effect on the outcome of the vote on the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals and Adjournment Proposal
Each of the Nasdaq Proposals is conditioned on the approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal. The Redomestication Merger Proposal and the Acquisition Merger Proposal are conditioned upon each other. Unless the each of the Redomestication Merger Proposal and the Acquisition Merger Proposal is approved, the Nasdaq Proposals will not be presented to the stockholders of Globalink at the Special Meeting. The Adjournment Proposal is not conditioned on any other proposal. It is important for you to note that in the event the Redomestication Merger Proposal and the Acquisition Merger Proposal do not receive the requisite vote for approval, Globalink will not consummate the Business Combination. If Globalink does not consummate the Business Combination and fails to complete an initial business combination by January 9, 2025, it will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its public stockholders. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account.
On December 10, 2024, Globalink received a delisting determination letter from Nasdaq as the 36-month anniversary from its IPO has passed on December 9, 2024, and Globalink are no longer in compliance with Nasdaq Listing Rule IM 5101-2(b). Globalink’s securities were suspended from trading and delisted from Nasdaq on December 17, 2024. As of the same date, Globalink’s securities started trading on OTC Pink. There could be substantial risks to Globalink and PubCo the as a result of Globalink’s non-compliance with this rule. See “Risk Factors — Risks Related to Globalink’s Business and the Business Combination —Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a business combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.”
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In accordance with the Insider Letter entered into concurrently with the IPO, all shares of Globalink common stock owned by the Sponsor, Globalink’s directors and officers and PGM, an affiliate of the Sponsor, equal to 92.6% of the issued and outstanding shares of Globalink common stock, have agreed to vote in favor of each of the Proposals. Assuming all of the outstanding shares of Globalink common stock vote on each Proposal, no Proposal requires the affirmative vote of any additional shares of common stock in order to be approved.
For more information about these proposals, see the sections of this proxy statement/prospectus entitled “The Special Meeting — Quorum and Required Vote for Proposals.”
Proxy Solicitation
Proxies may be solicited by telephone, by facsimile, by mail, or on the Internet. Globalink has engaged Okapi Partners LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person online if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “The Special Meeting — Revoking Your Proxy.”
Implication of Being an Emerging Growth Company
As a company with less than US$1.235 billion in revenues for the last fiscal year, PubCo qualifies and has elected to be treated as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, PubCo will be able to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of its internal control over financial reporting. Under the JOBS Act, PubCo also does not need to comply with any new or revised financial accounting standards until the date that private companies are required to do so.
PubCo will remain an emerging growth company until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which PubCo has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which PubCo is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if PubCo has been a public company for at least 12 months and the market value of its ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter. Once PubCo ceases to be an emerging growth company, it will not be entitled to the exemptions provided in the JOBS Act discussed above.
We do not believe Pubco’s election as an emerging growth company would impact Pubco as an IFRS filer. Furthermore, even after Pubco no longer qualifies as an “emerging growth company,” as long as Pubco continues to qualify as a foreign private issuer under the Exchange Act, Pubco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies.
Regulatory Approvals
Under the HSR Act, and the related rules and regulations issued by the Federal Trade Commission, which we refer to as the FTC, certain transactions, including the Business Combination, may not be consummated until notifications have been given and specified information and documentary material have been furnished to the FTC and the United States Department of Justice, which we refer to as the DOJ, and the applicable waiting periods have expired or been terminated. The completion of the Business Combination is conditioned upon the expiration or early termination of the HSR Act waiting period. The initial 30-day waiting period expired at 11:59 pm Eastern time on . See the section entitled “The Acquisition Merger Proposal (Proposal 2): — The Merger Agreement — Covenants of the Parties” for additional information.
Appraisal Rights
Globalink stockholders do not have appraisal rights in connection with the Business Combination or the other proposals under Delaware law.
Redemption Rights
Pursuant to Globalink Charter, holders of shares of Globalink common stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares. As of , 2025, this would have amounted to approximately $ per share.
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You will be entitled to receive cash for any shares of Globalink common stock to be redeemed only if you:
| (i) | (a) hold shares of Globalink common stock, or (b) if you hold shares of Globalink common stock through units, you elect to separate your units into the underlying shares of Globalink common stock, rights and warrants prior to exercising your redemption rights with respect to the shares of Globalink common stock; and | |
| (ii) | prior to , Eastern Time, on , 2025, (a) submit a written request to Continental that Globalink redeem your shares of Globalink common stock for cash and (b) deliver your shares of Globalink common stock to Continental, physically or electronically through DTC. |
For illustrative purposes, based on funds in the Trust Account of approximately $3.33 million on December 6, 2024, the estimated per share redemption price would have been approximately $11. A public stockholder, together with any of such stockholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of Exchange Act) will be restricted from redeeming in the aggregate such stockholder’s shares or, if part of such a group, the group’s shares, with respect to 20% or more of the shares of Globalink common stock included in the units of Globalink sold in the IPO (including overallotment securities sold to Globalink’s underwriters after the IPO).
Holders of outstanding units must separate the underlying shares of Globalink common stock, the warrants and the rights prior to exercising redemption rights with respect to the shares of Globalink common stock. If units are registered in a holder’s own name, the holder must deliver the certificate for its units to the transfer agent with written instructions to separate the units into their individual component parts.
In order to exercise your redemption rights, you must:
| ● | prior to 5:00 p.m. Eastern time on , 2024 (two (2) business days before the Special Meeting), tender your shares physically or electronically using DTC’s DWAC system and submit a request in writing that Globalink redeems your public shares for cash to Continental Stock Transfer & Trust Company, Globalink’s transfer agent, at the following address: | |
| Continental Stock Transfer & Trust Company | ||
| One State Street Plaza, 30th Floor | ||
| New York, New York 10004 | ||
| Attn: SPAC Redemption Team | ||
| E-mail: spacredemptions@continentalstock.com | ||
| ● | In your request to Continental for redemption, you must also affirmatively certify if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Globalink common stock; and | |
| ● | deliver your public shares either physically or electronically through DTC to Globalink’s transfer agent at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Globalink’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Globalink does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed. |
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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with Globalink’s consent, until the consummation of the Business Combinations as determined by the Board. If you delivered your shares for redemption to Globalink’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Globalink’s transfer agent return the shares (physically or electronically). You may make such a request by contacting Globalink’s transfer agent at the phone number or address listed above.
Prior to exercising redemption rights, stockholders should verify the market price of Globalink common stock as they may receive higher proceeds from the sale of their shares of Globalink common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Globalink common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Globalink common stock when you wish to sell your shares.
If you exercise your redemption rights, your shares of Globalink common stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.
If the Business Combination is not consummated and Globalink otherwise does not consummate an initial business combination by January 9, 2025, Globalink will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the public stockholders and the warrants and rights will expire worthless. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account.
On December 10, 2024, Globalink received a delisting determination letter from Nasdaq as the 36-month anniversary from its IPO has passed on December 9, 2024, and Globalink are no longer in compliance with Nasdaq Listing Rule IM 5101-2(b). Globalink’s securities were suspended from trading and delisted from Nasdaq on December 17, 2024. As of the same date, Globalink’s securities started trading on OTC Pink. There could be substantial risks to Globalink and PubCo the as a result of Globalink’s non-compliance with this rule. See “Risk Factors — Risks Related to Globalink’s Business and the Business Combination —Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a business combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.”
For an illustration of the dilutive effect redemptions on non-redeeming Globalink public shareholders, see the section below titled “—Ownership of the Combined Company After the Closing.” Assuming the maximum number of public shares are redeemed, non-redeeming public shareholders of Globalink will own an aggregate equity interest representing 0.8% in the Combined Company.
Ownership of the Combined Company After the Closing
It is anticipated that, upon the Closing of the Business Combination, under a no redemption scenario, Globalink’s public stockholders and Globalink’s right holders (other than the PIPE Investors) will retain an ownership interest of approximately 0.8% in the Combined Company, the PIPE Investors will own approximately 2.4% of the Combined Company, assuming the PIPE Investors will hold 4,020,000 PubCo ordinary shares, the Sponsor and directors and officers of Globalink will retain an ownership interest of approximately 1.7% in the Combined Company, PGM, an affiliate of the Sponsor, will retain an ownership interest of approximately 0.4% in the Combined Company, IBDC Asia Sdn. Bhd., an advisory firm to Alps, will own approximately 0.9% of the outstanding PubCo ordinary shares, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion, and the Alps Holdco Shareholders will own approximately 93.8% of the outstanding PubCo ordinary shares (excluding the Earnout Shares). The ownership percentages with respect to the Combined Company does not take into account the redemption of any shares by Globalink’s public stockholders.
The following summarizes the pro forma ownership of shares of common stock as of December 6, 2024, including shares of common stock underlying the units following the Business Combination and the PIPE Investment under both the no redemption, 25% redemptions, 50% redemptions, 75% redemptions and maximum contractual redemption scenarios, assuming that no Earnout Shares are issued.
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.9 | % | 160,000,000 | 93.9 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.2 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.6 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | |||||||||||||||||||||||||
| Total Shares | 170,549,511 | 100 | % | 170,480,133 | 100 | % | 170,410,755 | 100 | % | 170,341,377 | 100 | % | 170,272,000 | 100 | % | |||||||||||||||||||||||||
The table below illustrates the potential dilutive impact, excluding the exercise of warrants, to the holders of securities across five different redemption scenarios based on the assumptions described above, except that these scenarios assume the Combined Company has achieved all revenue milestones and the maximum number of Earnout Shares (48,000,000) are issued according to the earnout arrangement:
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.3 | % | 208,000,000 | 95.3 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.1 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | |||||||||||||||||||||||||
| Total Shares | 218,549,511 | 100 | % | 218,480,133 | 100 | % | 218,410,755 | 100 | % | 218,341,377 | 100 | % | 218,272,000 | 100 | % | |||||||||||||||||||||||||
All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “maximum contractual redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”
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Interests of Certain Persons in the Business Combination
When you consider the recommendation of the Board in favor of adoption of the Redomestication Merger Proposal, the Acquisition Merger Proposal, and other Proposals, you should keep in mind that Globalink’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:
| ● | The Initial Stockholders, including the officers and directors of Globalink, have waived their right to redeem any shares of Globalink common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Globalink common stock to Globalink in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to the Founder Shares upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. Globalink currently has until January 9, 2025 to complete its initial business combination, or it will be required to dissolve and liquidate. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account. In the event of a liquidation, the 2,875,000 Founder Shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions through the Insider Letter, in consideration for inducing Chardan, the representative of the underwriters for Globalink’s IPO to proceed with the IPO, and the economic benefit the IPO would confer upon the Initial Stockholders and PGM. The Founder Shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share, and had a total market value of $34.36 million as of December 12, 2024. Accordingly, the Initial Stockholders will receive a positive rate of return so long as the market price of Globalink common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. | |
| ● | The fact that the Initial Stockholders’ Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Initial Stockholders agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Lock-up Agreement) with respect to the Lock-Up Shares until (i) (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing; | |
| ● | The exercise of Globalink’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Globalink stockholders’ best interest. Globalink’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Globalink stockholders that they approve the Business Combination. Further, the interests of Globalink’s officers or directors may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Globalink. Public stockholders should take these interests into account in deciding whether to approve the Business Combination. | |
| ● | As of September 30, 2024, Globalink’s officers and directors have incurred an aggregate of $11,798 in out-of-pocket expenses. On each of September 5, 2023, September 29, 2023 and November 7, 2023, an affiliate of the Sponsor advanced $130,000 to the Company, for a total advance of $390,000, for Globalink’s extension payments. Unless Globalink consummates an initial business combination, Globalink’s officers, directors and the Sponsor (including its affiliates) will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. Upon the consummation of an initial business combination, Globalink’s offices, directors, and the Sponsor (including its affiliates) would be entitled to reimbursement for out-of-pocket expenses incurred by them from the Trust Account disbursements after redemption payouts and payments of deferred underwriting discounts. | |
| ● | The fact that, if the Trust Account is liquidated, including in the event Globalink is unable to complete an initial business combination within the required time period, the Sponsor has agreed to be liable to Globalink if and to the extent any claims by a vendor for services rendered or products sold to Globalink, or a prospective target business with which Globalink has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under Globalink’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. | |
| ● | As of the date hereof, the deadline that Globalink has to consummate its initial business combination has been extended for a total of eighteen times, and a total of US$1,950,000 has been deposited into the Trust Account in connection with the previous extensions. In connection with funding the extensions, Globalink has issued an aggregate of US$3.85 million in promissory notes to PGM, which are payable upon the Closing. In the event of a liquidation, PGM has waived its rights to any liquidation distributions through the Insider Letter. PGM is an affiliate of the Sponsor as its 95% equity holder has a familial relationship with the control person of the Sponsor. As a result, the Sponsor has an additional interest in causing Globalink to consummate its initial business combination due to its familial relationship with PGM. | |
| ● | After the Closing, the Sponsor will have the sole authority to handle various matters relating to the Escrow Account and indemnifications under the Merger Agreement. The Sponsor may have a conflict of interest when exercising such authority to handle matters relating to the Escrow Account and indemnifications after Closing, and they may not make decisions in the Globalink stockholders’ best interests. For details, see “Summary of the Proxy Statement/Prospectus—Parties to the Business Combination—Parent Representative.” |
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These interests may have influenced Globalink’ directors in making their recommendation that you vote in favor of the approval of the Business Combination. See the section entitled “The Acquisition Merger Proposal (Proposal 2) — Interests of Certain Persons in the Business Combination” for additional information.
Prior to the consummation of an initial business combination by Globalink, the insider shares can only be transferred by the Initial Stockholders to (1) the Initial Stockholders or their respective affiliates or members, or to Globalink’s officers, directors, advisors and employees, (2) the Initial Stockholder’s affiliates or its members upon its liquidation, (3) to relatives and trusts for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death of an Initial Stockholder, (5) pursuant to a qualified domestic relations order, or (6) by private sales made at prices no greater than the price at which the Insider Shares were originally purchased.
U.S. Federal Income Tax Consequences
The material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section titled “Material U.S. Federal Income Tax Consequences” beginning on page 149, which contains a more detailed discussion of the U.S. federal income tax consequences of the Business Combination. You should also consult your tax advisor for a complete analysis of the effect of the Business Combination on your federal, state and local and/or foreign taxes.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a “capital reorganization,” with no goodwill or other intangible assets recorded, in accordance with International Financial Reporting Standards (“IFRS”). A capital reorganization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Alps Holdco in many respects. However, Globalink does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization.
This determination was primarily based on the assumption that Alps Holdco shareholders will hold the largest minority of the voting power of PubCo, Alps Holdco operations will substantially comprise the ongoing operations of PubCo, Alps Holdco designees are expected to comprise a majority of the governing body of PubCo, and Alps Holdco’s senior management will comprise the senior management of PubCo.
Under this method of accounting, Globalink will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Alps Holdco will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Alps Holdco (i.e., a capital transaction involving the issuance of shares by PubCo for the shares of Alps Holdco). Accordingly, the consolidated assets, liabilities and results of operations of Alps will become the historic financial statements of the Combined Company, and Globalink’s assets, liabilities and results of operations will be consolidated with Alps’ beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Alps Holdco in future reports. The net assets of Alps Holdco will be recognized at carrying value, with no goodwill or other intangible assets recorded.
The deemed costs of the shares issued by PubCo, which represents the fair value of the shares that Alps Holdco would have had to issue for the ratio of ownership interest in PubCo to be the same as if the Business Combination had taken the legal form of Alps Holdco acquiring shares of Globalink, in excess of the net assets of Globalink will be accounted for as stock-based compensation under IFRS 2 Share-Based Payment.
Recommendations of the Board and Reasons for the Business Combination
After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Globalink and its stockholders. In reaching its decision with respect to the Business Combination, the Board reviewed various industry and financial data and the due diligence and evaluation materials provided by Alps. The Board recommends that Globalink stockholders vote:
| ● | FOR the Redomestication Merger Proposal; | |
| ● | FOR the Acquisition Merger Proposal; | |
| ● | FOR the Nasdaq Proposals; and | |
| ● | FOR the Adjournment Proposal. |
Summary of Risk Factors
In evaluating the Business Combination and the Proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 52 of this proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “Alps” generally refer to Alps in the present tense or the Combined Company from and after the Business Combination.
The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks related to Globalink’s, Alps’ and/or the Combined Company’s business.
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Risks Related to Alps’ Business and Industry and Combined Company following the Business Combination
Alps’ business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the section of this proxy statement/prospectus titled “Risk Factors” immediately following this proxy statement/prospectus summary. These risks include, but are not limited to, the following:
| ● | Alps Life Sciences Inc is a recently formed holding company with no operating history. It expects to operate through Alps Global Holding Berhad which, in turn, is the holding company of several operating subsidiaries. Alps Global Holding Berhad has a limited operating history since its inception which may make it difficult to evaluate its current business and this makes predictions about its future success or viability subject to significant uncertainty. Alps Global Holding Berhad is currently not a subsidiary of Alps Life Sciences Inc but is in the process of becoming a subsidiary of Alps Life Sciences Inc. | |
| ● | Alps will need to obtain substantial additional funding to complete the development of its product candidates. | |
Should we fail to secure the necessary capital in adequate amounts or under acceptable terms, we might be compelled to reduce our workforce significantly, delay, downscale, or cease the development or commercialization of our product candidates, or explore less desirable collaborations for our product candidates. Such scenarios could severely impact our business prospects, financial health, operational results, and lead to a decline in PubCo’s share price after the Business Combination.
| ||
| ● | Alps has identified a material weakness in its internal control over financial reporting and may identify additional material weaknesses in the future that may cause it to fail to meet its reporting obligations or result in material misstatements in its financial statements. If Alps fails to remediate its material weakness, Alps may not be able to report its financial results accurately or to prevent fraud. | |
| ● | The selection and prioritization of our product candidates for development are subject to change based on various factors. Abandoning the development of a product candidate or altering Alps’ development priorities could potentially leave it without a viable replacement, thus impacting its business prospects. | |
| ● | Alps faces challenges in developing its manufacturing capabilities and may rely on third-party manufacturers, exposing it to various risks, exposing it to various risks including lack of accessibility, quality control, quantity limitations, manufacturing delays, contractual breaches or terminations. | |
| ● | Alps’ current product candidates are in the proof-of-concept and preclinical stage and have never been tested in humans. One or all of Alps’ current product candidates may fail in clinical development or suffer delays that materially and adversely affect their commercial viability. | |
| ● | Clinical trials are expensive, time-consuming and difficult to design and implement. There can be no assurance that Alps’ product candidates will be able to successfully complete clinical trials. The failure of Alps’ product candidates to complete clinical trials may have a material adverse effect on its business, financial condition, results of operations and prospects.
| |
| ● | If Alps encounter difficulties enrolling patients in clinical trials, Alps’ clinical development activities could be delayed or otherwise adversely affected. | |
| ● | Compassionate use of stem cells therapies and/or other medical treatments and procedures provided by Alps may expose Alps to medical malpractices claims, result in injuries that lead to costly liability suits, and/or subject it to penalties if Alps fails to comply with regulatory requirements or experience unanticipated problems with any products and/or product candidates.
| |
| ● | The commercial success of any of Alps’ current or future product candidates will depend upon the degree of market acceptance by physicians, patients, third-party payors, and others in the medical community. | |
| ● | If the use or misuse of Alps’ product candidates harm patients or is perceived to harm patients even when such harm is unrelated to Alps’ product candidates, Alps’ regulatory approvals could be revoked or could otherwise be negatively impacted, and Alps could be subject to costly and damaging product liability claims. | |
| ● | Any cell-based products that receive regulatory approval may be difficult and expensive to manufacture on a commercial scale. | |
| ● | The manufacturing operations of Alps’ potential product candidates including but not limited to cosmetics products infused with exosomes are themselves dependent upon third-party suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm its business.
| |
| Alps relies on patents and intellectual property rights licensed from third parties to engage in research, development and commercialization activities. If Alps fails to maintain these licenses on terms favorable or otherwise acceptable to Alps, Alps’ ability to engage in research, development and commercialization activities may be materially impacted, resulting in a materially adverse effect on our business, financial condition and operational results. |
| 44 |
| ● | If Alps, its subsidiaries, or associate companies fail to meet their obligations under license agreements, they risk losing the rights to critical technologies upon which the business depends. | |
| ● | Alps relies on intellectual property that is jointly developed with third parties which exposes Alps to risks associated with the failure of joint owners to maintain, protect, and enforce such intellectual property and divergent interests arising during the course of joint ownership. | |
| ● | Upon the consummation of the Business Combination, PubCo expects to qualify as an “emerging growth company,” and may elect to comply with reduced public company reporting requirements applicable to emerging growth companies, which could make PubCo ordinary shares less attractive to investors. | |
| ● | Alps faces the risk that changes in the policies of the Malaysian government could have a significant impact upon the business it may be able to conduct in Malaysia and the profitability of such business. | |
| ● | The regulatory approval processes of the NPRA and comparable foreign authorities such as FDA are lengthy, time consuming and inherently unpredictable, and if Alps is ultimately unable to obtain regulatory approval for Alps’ product candidates, Alps’ business will be substantially harmed. | |
| ● | The FDA and other comparable foreign regulatory authorities may not accept data from trials or studies conducted in Malaysia or other locations outside of their jurisdiction.
| |
| ● | mRNA drug development has substantial clinical development and regulatory risks due to the novel and unprecedented nature of this new category of therapeutics.
| |
| ● | If Alps is unable to recruit and retain an adequate number of managers, doctors, nurses, consultants and other support staff in its treatment centres, our service quality and business strategy may suffer. | |
| ● | If Alps is unable to adapt to changing aesthetic medical trends and its customers’ changing needs, we will not be able to compete effectively, which may materially and adversely affect its business, financial condition and results of operations.
| |
| ● | Any failure in Alps’ efforts to train health practitioners could result in the misuse of its products, reduce the market acceptance of its products and have a material adverse effect on the business, financial condition, and results of operations. | |
| ● | In the future, if Alps’ customers cannot obtain third-party reimbursement for their use of Alps’ products, they could be less inclined to purchase Alps’ products. |
| 45 |
Risks Related to Globalink’s Business and the Business Combination
| ● | You must tender your shares of Globalink common stock in order to validly seek redemption at the Special Meeting. | |
| ● | If third parties bring claims against Globalink, the proceeds held in trust could be reduced and the per share liquidation price received by Globalink’s stockholders may be less. | |
| ● | Any distributions received by Globalink stockholders could be viewed as an unlawful payment if it was provided that immediately following the date on which the distribution was made, Globalink was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities. | |
| ● | There is no assurance that Globalink’s diligence will reveal all material risks that may be present with regard to Alps. Subsequent to the completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment. |
Risks Related to the PubCo ordinary shares
| ● | The Combined Company’s share price may fluctuate significantly. | |
| ● | Your percentage ownership in the Combined Company will be diluted should the Earnout Shares and the PIPE Investment related shares be issued and may be diluted in the future due to the exercise of outstanding options, warrants and rights. | |
| ● | Future sales, or the perception of future sales, of the PubCo ordinary shares by the Combined Company or its existing stockholders in the public market could cause the market price for the PubCo ordinary shares to decline. |
Risks Related to Redemption
| ● | Globalink’s public stockholders who wish to redeem their public shares of Globalink common stock for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares of Globalink common stock for a pro rata portion of the funds held in the Trust Account. | |
| ● | If a public stockholder of Globalink fails to receive notice of Globalink’s offer to redeem shares of Globalink common stock in connection with the Business Combination or fails to comply with the procedures for tendering its shares, such shares of Globalink common stock may not be redeemed. | |
| ● | If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20% of the public shares of Globalink common stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of the public shares of Globalink common stock. |
| 46 |
SELECTED HISTORICAL FINANCIAL DATA OF GLOBALINK
Globalink’s consolidated statements of operations data for the fiscal years ended December 31, 2023 and 2022 and consolidated balance sheet data as of December 31, 2023 and 2022 are derived from Globalink’s consolidated financial statements prepared under U.S. GAAP included elsewhere in this proxy statement/prospectus. Globalink’s consolidated statements of operations data for the fiscal quarters ended September 30, 2024 and 2023, March 31, 2024 and 2023 and consolidated balance sheet data as of September 30, 2024, March 31, 2024 are derived from Globalink’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus.
The historical results of Globalink included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of Globalink. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Globalink” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
| Three months period ended September 30, 2024 | Nine months period ended September 30, 2024 | Three months period ended September 30, 2023 | Nine months period ended September 30, 2023 | |||||||||||||
| Consolidated Statements of Operations Data | ||||||||||||||||
| Total operating expenses | $ | (337,590 | ) | $ | (1,404,334 | ) | $ | (309,829 | ) | $ | (849,621 | ) | ||||
| Total other income | $ | 311,930 | $ | 893,270 | $ | 591,464 | $ | 2,501,199 | ||||||||
| Net income (loss) | $ | (116,747 | ) | $ | (709,239 | ) | $ | 254,297 | $ | 1,224,868 | ||||||
| Three months period ended March 31, 2024 | Three months period ended March 31, 2023 | Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||||||
| Consolidated Statements of Operations Data | ||||||||||||||||
| Total operating expenses | $ | (597,133 | ) | $ | (321,537 | ) | $ | (1,175,824 | ) | $ | (1,259,743 | ) | ||||
| Total other income (expense) | $ | 295,117 | $ | 1,258,047 | $ | 3,025,653 | $ | 1,792,170 | ||||||||
| Net income (loss) | $ | (375,307 | ) | $ | 682,939 | $ | 1,320,324 | $ | 224,242 | |||||||
As of September 30, 2024 |
As of March 31, 2024 | As of December 31, 2023 | As of December 31, 2022 | |||||||||||||
| Consolidated Balance Sheets Data | ||||||||||||||||
| Total current assets | $ | 125,967 | $ | 142,158 | $ | 204,698 | $ | 289,208 | ||||||||
| Total assets | $ | 29,937,223 |
$ | 29,189,431 | $ | 28,872,916 | $ | 118,698,177 | ||||||||
| Total stockholders’ deficit | $ | (9,257,978 |
) | $ | (8,094,816 | ) | $ | (7,263,745 | ) | $ | (4,053,192 | ) | ||||
| Common stock subject to possible redemption | $ | 29,223,707 |
$ | 28,394,477 | $ | 27,938,713 | $ | 117,864,419 | ||||||||
| Total current liabilities | $ | 5,932,244 |
$ | 4,851,090 | $ | 4,171,067 | $ | 776,322 | ||||||||
| Total liabilities | $ | 9,971,494 |
$ | 8,889,770 | $ | 8,197,948 | $ | 4,886,950 | ||||||||
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALPS
The following selected historical financial information for Alps set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps” and Alps’ historical financial statements and the related notes included elsewhere in this proxy statement/prospectus. Alps Global Holding Pubco is a newly incorporated exempted company in Cayman Islands on May 14, 2024 for the purpose of completing a business combinations with all of the shareholders of Alps Global Holding Berhad will exchange their equity ownership for identical interests in Alps Pubco. Alps Pubco has not commenced operations and has no assets or liabilities since its incorporation.
The selected historical financial information presented below for the year ended March 31, 2023 has been derived from Alps’ audited financial statements included elsewhere in this proxy statement/prospectus.
In the opinion of Alps management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.
| For the year Ended March 31, 2024 | For the year Ended March 31, 2023 | |||||||
| $ | $ | |||||||
| Consolidated Statement of Profit or Loss and Other Comprehensive Income Data | ||||||||
| Revenue | 2,403,552 | 3,594,828 | ||||||
| Total operating expenses | (3,927,166 | ) | (3,378,589 | ) | ||||
| Total other income/(expenses) | (867,547 | ) | (946,101 | ) | ||||
| Net loss | (2,391,161 | ) | (729,862 | ) | ||||
| For the year Ended March 31, 2024 | For the year Ended March 31, 2023 | |||||||
| $ | $ | |||||||
| Consolidated Statement of Financial Position Data: | ||||||||
| Total current assets | 1,284,502 | 1,088,385 | ||||||
| Total assets | 6,700,933 | 4,802,896 | ||||||
| Total current liabilities | 5,055,579 | 2,982,923 | ||||||
| Total liabilities | 5,249,941 | 3,172,140 | ||||||
| Stockholders’ equity | 1,450,992 | 1,630,756 | ||||||
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SUMMARY UNAUDITED PRO FORMA FINANCIAL STATEMENTS
SUMMARY UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as a reverse recapitalization in accordance with IFRS. Under this method of accounting, Globalink will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Alps Holdco issuing shares for the net assets of Globalink, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Alps. The summary unaudited pro forma condensed combined balance sheet data as of March 31, 2024 gives effect to the Business Combination and related transactions as if they had occurred on March 31, 2024. The summary unaudited pro forma condensed combined statements of operations data for the fiscal year ended March 31, 2024 give effect to the Business Combination and related transactions as if they had occurred on April 1, 2023.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of Globalink and Alps for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Globalink’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Globalink following the reverse recapitalization.
The Summary Pro Forma Information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of Globalink common stock:
| 1. | Assuming No Redemptions: This scenario assumes that no public stockholders of Globalink exercise redemption rights with respect to their public shares for a pro rata share of the funds in Globalink’s Trust Account. | |
| 2. | Assuming Maximum Contractual Redemptions: This scenario assumes that 277,511 shares of Globalink common stock, the maximum contractual redemption of the outstanding Globalink common stock, are redeemed for their pro rata share of the cash in the Trust Account. This presentation assumes that Globalink stockholders exercise their redemption rights with respect to a maximum of 277,511 common stock for an aggregate payment of approximately $3.33 million upon consummation of the Business Combination at a redemption price of approximately $11.98 per share, determined based on funds in trust plus interest earned net of taxes payable. The maximum contractual redemption amount reflects the maximum number of Globalink public shares that can be redeemed without violating the requirement of Globalink Charter that Globalink will only redeem public shares if after such redemption the net tangible assets of the Corporation as a public company will be at least $5,000,001 upon consummation of the initial Business Combination. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum contractual redemptions. |
Statement of Operations for the twelve months ended March 31, 2024
| PubCo (IFRS Historical) | Alps Holdco (IFRS Historical) | Globalink (US GAAP Historical) | Scenario 1: No Additional Redemption Scenario | Scenario 2: Maximum Contractual Redemption Scenario | ||||||||||||||||
| Revenue | $ | - | $ | 2,403,552 | $ | - | $ | 2,403,552 | $ | 2,403,552 | ||||||||||
| Cost of sales | $ | - | $ | (1,804,622 | ) | $ | - | $ | (1,804,622 | ) | $ | (1,804,622 | ) | |||||||
| Gross profit | $ | - | $ | 598,930 | $ | - | $ | 598,930 | $ | 598,930 | ||||||||||
| Operating profit | $ | - | $ | (2,359,152 | ) | $ | (1,451,420 | ) | $ | (86,547,577 | ) | $ | (86,840,113 | ) | ||||||
| Profit (loss) before income tax | $ | - | $ | (2,398,575 | ) | $ | 611,303 | $ | (86,856,274 | ) | $ | (87,148,810 | ) | |||||||
| Net loss | $ | - | $ | (2,391,161 | ) | $ | 262,078 | $ | (87,198,085 | ) | $ | (87,490,621 | ) | |||||||
| Net income (loss) attributed to shareholders | $ | - | $ | (2,304,026 | ) | $ | 262,078 | $ | (87,110,950 | ) | $ | (87,403,486 | ) | |||||||
| Balance sheet as of March 31, 2024 | ||||||||||||||||||||
| PubCo (IFRS Historical) | Alps Holdco (IFRS Historical) | Globalink (US GAAP Historical) | Scenario 1: No Additional Redemption Scenario | Scenario 2: Maximum Contractual Redemption Scenario | ||||||||||||||||
| Total current assets | $ | - | $ | 1,284,502 | $ | 142,158 | $ | 34,944,407 | $ | 31,618,676 | ||||||||||
| Total non-current assets | $ | - | $ | 5,416,431 | $ | 29,047,273 | $ | 5,416,431 | $ | 5,416,431 | ||||||||||
| Total assets | $ | - | $ | 6,700,933 | $ | 29,189,431 | $ | 40,360,838 | $ | 37,035,107 | ||||||||||
| Total equity (deficit) | $ | - | $ | 1,450,992 | $ | (8,094,816 | ) | $ | 14,910,104 | $ | 11,584,373 | |||||||||
| Common stock subject to possible redemption | $ | - | $ | - | $ | 28,394,477 | $ | - | $ | - | ||||||||||
| Total current liabilities | $ | - | $ | 5,055,579 | $ | 4,851,090 | $ | 24,966,692 | $ | 24,966,692 | ||||||||||
| Total liabilities | $ | - | $ | 5,249,941 | $ | 8,889,770 | $ | 25,450,734 | $ | 25,450,734 | ||||||||||
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COMPARATIVE PER SHARE INFORMATION
The following table sets forth the per share data of each of Globalink and Alps on a stand-alone basis and the audited pro forma condensed combined per share data for years ended March 31, 2024 and after giving effect to the Business Combination assuming (i) no redemption of shares of Globalink common stock, and (ii) maximum contractual redemption of shares of Globalink common stock. The pro forma earnings information for the fiscal years ended March 31, 2024 were computed as if the Business Combination had been completed on April 1, 2023, and carried forward through the years.
The historical book value per share is computed by dividing total common stockholders’ equity by the number of shares of Globalink common stock outstanding at the end of the period. The pro forma combined book value per share of Globalink common stock is computed by dividing total pro forma common stockholders’ equity by the pro forma number of shares of Globalink common stock outstanding at the end of the period. The pro forma earnings per share of the Combined Company is computed by dividing the pro forma income available to the Combined Company’s shareholders by the pro forma weighted-average number of shares of Globalink common stock outstanding over the period.
You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Globalink and Alps and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Globalink and Alps pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Globalink and Alps would have been had the companies been combined during the periods presented.
| PubCo (IFRS Historical) | ALPS Holdco (IFRS Historical) | Globalink (US GAAP Historical) | Scenario 1: No Additional Redemption Scenario | Scenario 2: Maximum Contractual Redemption Scenario | ||||||||||||||||
| March 31, 2024 | ||||||||||||||||||||
| Net Income (Loss) | $ | - | $ | (2,304,026 | ) | $ | 262,078 | $ | (87,110,950 | ) | $ | (87,403,486 | ) | |||||||
| Shareholders’ Equity (Deficit) | $ | - | $ | 1,567,183 | $ | (8,094,816 | ) | $ | 15,026,295 | $ | 11,700,564 | |||||||||
| Shareholders’ Equity per Share * | $ | 0.09 | $ | 0.07 | ||||||||||||||||
| Cash dividends | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Weighted average shares – Basic | 170,549,511 | 170,272,000 | ||||||||||||||||||
| Weighted average shares – Diluted | 170,549,511 | 170,272,000 | ||||||||||||||||||
| Net loss per share – Basic | $ | (0.51 | ) | $ | (0.51 | ) | ||||||||||||||
| Net loss per share – Diluted | $ | (0.51 | ) | $ | (0.51 | ) | ||||||||||||||
* Shareholders’ equity per share = shareholders’ equity/shares outstanding
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TRADING MARKET AND DIVIDENDS
Globalink
Globalink’s units, common stock, warrants and rights are each quoted on the OTC Pink, under the symbols “GLLIU,” “GLLI,” “GLLIW,” and “GLLIR,” respectively. Each unit consists of one share of Globalink common stock, one redeemable warrant, each entitling its holder to purchase one-half (1/2) of one share of common stock at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one share of Globalink common stock upon the consummation of the Business Combination. Globalink’s units commenced trading on Nasdaq on December 7, 2021. Globalink common stock, public rights and public warrants commenced trading on Nasdaq on December 21, 2021. Globalink’s units, common stock, public rights and public warrants were delisted from Nasdaq on December 17, 2024.
Holders
As of , 2025, the Record Date for the Special Meeting, there were holders of record of our units, holders of record of shares of common stock, holders of record for our rights and holders of record of Globalink warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, common stock, rights and warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
Globalink has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon Globalink’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. Further, if Globalink incurs any indebtedness, its ability to declare dividends may be limited by restrictive covenants Globalink may agree to in connection therewith. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
The payment of any dividends subsequent to a business combination will be within the discretion of the Combined Company’s Board of Directors, subject to applicable laws and organizational documents. The Combined Company does not anticipate declaring or paying any dividends in the foreseeable future. It expects to retain its available funds and any future earnings for use in operations, pipeline development activities and expansion. Additionally, the Combined Company does not plan to use retained earnings for debt repayment.
Alps
There is no public market for Alps Holdco Ordinary Shares.
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RISK FACTORS
You should carefully consider the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before you decide whether to vote or direct your vote to be cast to approve the Business Combination.
The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, the Combined Company’s business, financial condition or results of operations. If any of the events described below occur, the Combined Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Combined Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Globalink and Alps.
Risks Related to Alps’ Business and Industry and the Combined Company
The following risk factors apply to the business and operations of Alps Life Sciences Inc and its operating subsidiaries, which are owned by Alps Global Holding Berhad, and will also apply to the business and operations of Alps Life Sciences Inc following the completion of the Business Combination. Unless the context otherwise requires, references to the “Company,” “Alps,” “we”, “us” and “our” in this subsection “— Risks Related to Alps’ Business and Industry and the Combined Company” generally refer to Alps Life Sciences Inc, Alps Global Holding Berhad and its subsidiaries as a whole. Alps Global Holding Berhad in the present tense and from and after the Business Combination. Where applicable, specific references to a company will refer to such company only.
Risks Related to Our Limited Operating History and Financial Condition
Alps Life Sciences Inc is a recently formed holding company with no operating history. It expects to operate through Alps Global Holding Berhad which, in turn, is a holding company of several operating subsidiaries. Alps Global Holding Berhad has a limited operating history since its inception which may make it difficult to evaluate its current business and this makes predictions about its future success or viability subject to significant uncertainty. Alps Global Holding Berhad is currently not a subsidiary of Alps Life Sciences Inc but is in the process of becoming a subsidiary of Alps Life Sciences Inc.
Alps Life Science Inc is a holding company formed for the purpose of the Business Combination. As such it has no operating history and its sole business will be the business of Alps Global Holding Berhad. As of the date of this registration statement, Alps Global Holding Berhad has not completed the process of becoming a subsidiary of Alps Life Science Inc. We expect this process to be completed in the near future. All risk factors relating to Alps’ operations relate to the business currently conducted by Alps Global Holding Berhad.
As a biotechnology entity with its pipeline of products all in the preclinical stage, combined with its limited operational history, determining the status and future trajectory of its business involves inherent uncertainties. Alps’ activities have been focused on organizational establishment, strategic planning, fundraising, intellectual property development, identifying new therapeutic targets, and advancing product candidates through various stages of research and development. Alps’ pipeline includes biologics and biopharmaceuticals, none of which have obtained regulatory approval.
To date, all of Alps’ product candidates in the pipeline are in the pre-clinical stage and have not proceeded to clinical trials.
As a result, Alps’ ability to successfully undertake and complete pivotal clinical trials, secure marketing approvals, scale up manufacturing, or engage in effective sales and marketing for product commercialization remains unproven. Despite Alps’ significant investments in research, development, and operations, forecasting our future with any degree of certainty is more challenging than it would be as compared to a company with a more extensive operational history or closer proximity to commercialization.
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Moreover, Alps expects to face typical challenges and risks common to early-stage commercial ventures, including those related to organizational growth and the strategic prioritization of commercial, research, and business development initiatives. Alps is also likely to face unexpected expenses and obstacles that could adversely impact its business. Failure to effectively mitigate these risks could adversely impact our business.
Alps will need to obtain substantial additional funding to complete the development of its product candidates.
In addition to incurring substantial costs related to operating as a publicly listed company, Alps will require significant additional funds to further the development of its product candidates. However, Alps cannot assure that it will have adequate funds available in the future to further develop and bring to market its existing or potential future product candidates and technologies.
The development of biotechnology product candidates is inherently risky, capital-intensive and the unpredictable nature of candidate success. There is a considerable risk that our product candidates might not demonstrate the requisite efficacy or safety, achieve regulatory approval, or become commercially viable. Currently, University Science Malaysia (“USM”) has received external funding from the Ministry of Higher Education, Malaysia, and the Ministry of Science, Technology and Innovation, Malaysia, among others to develop a cholera vaccine. This cholera vaccine is being jointly developed by USM and our affiliate, Vax Biotech Sdn. Bhd., (“VaxBio”). As our product candidates progress through preclinical and clinical evaluations, we anticipate the need for significant additional funding to enhance our clinical, regulatory, quality, and manufacturing capabilities. Moreover, obtaining marketing approval for any of our candidates is likely to involve considerable expenses related to marketing, sales, manufacturing, and distribution.
With the successful completion of the Business Combination, any PIPE financing, combined with Alps’ existing resources, will be allocated to support the development of its product candidates, including MyImmune, MyCelest, CAR-T cells, iPSC, mRNA vaccine platform, and Celesome(+) as well as for other research and development activities, working capital, and general corporate purposes. While we believe our existing resources and proceeds from the PIPE financing will be sufficient for at least the next twelve (12) months, our assumptions may prove incorrect. We may need additional funding sooner than expected, necessitating public or private financing or strategic collaborations. However, obtaining additional financing may result in dilution to our stockholders or impose burdensome debt covenants and repayment obligations. Our future capital requirements and the timing and amount of our operating expenditures will depend largely on:
| ● | the timing and progress of preclinical and clinical development of our current and potential future product candidates; |
| ● | the number and scope of preclinical and clinical programs we decide to pursue; |
| ● | our ability to maintain our current licenses and collaborations, conduct our research and development programs and establish new strategic partnerships and collaborations; |
| ● | the progress of the development efforts of our existing strategic partners and third parties with whom we may in the future enter into collaboration and research and development agreements; |
| ● | the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims, including any claims by third parties that we are infringing upon their intellectual property rights; |
| ● | our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial position, terms of any such agreements, including the timing and amount of any future milestone, royalty or other payments due under any such agreement; |
| ● | the cost and timing of regulatory approvals; and |
| ● | our efforts to enhance operational systems and to hire and retain personnel, including personnel to support development of our product candidates, the operation of our manufacturing facility, and to satisfy our obligations as a public company. |
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The availability of additional funding on terms favorable to us is not guaranteed. Should we fail to secure the necessary capital in adequate amounts or under acceptable terms, we might be compelled to reduce our workforce significantly, delay, downscale, or cease the development or commercialization of our product candidates, or explore less desirable collaborations for our product candidates. Such scenarios could severely impact our business prospects, financial health, operational results, and lead to a decline in PubCo’s share price after the Business Combination.
Alps has identified a material weakness in its internal control over financial reporting and may identify additional material weaknesses in the future that may cause it to fail to meet its reporting obligations or result in material misstatements in its financial statements. If Alps fails to remediate its material weakness, Alps may not be able to report its financial results accurately or to prevent fraud.
Alps currently operates without a Chief Financial Officer (“CFO”) and is in the process of seeking suitable candidates to serve as a CFO after the completion of the Business Combination. The absence of a CFO may impede its ability to effectively manage and oversee its financial operations, including financial reporting, budgeting, and internal controls. The lack of a designated CFO may result in delays or errors in financial reporting, which could lead to non-compliance with regulatory requirements and investor uncertainty. Additionally, the absence of a CFO may hinder our ability to access capital markets, negotiate financing agreements, and maintain effective communication with investors and stakeholders. As a result, our financial management and strategic decision-making processes may be adversely affected, which could harm its business, financial condition, and results of operations.
Alps’ management bears the responsibility for establishing and maintaining internal control over financial reporting, disclosure controls, and compliance with applicable laws. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with international financial reporting standards. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected by the company’s internal controls on a timely basis.
Alps and its auditors identified a material weakness primarily related to (i) a lack of sufficient accounting and supervisory personnel who have the appropriate level of technical accounting experience and training, (ii) a lack of supervision over external consultants providing technical accounting services and (iii) a lack of consistent application of accounting processes and procedures by Alps’ accounting personnel. These deficiencies constitute a material weakness in Alps’ internal control over financial reporting in both design and operation. As a result of the material weakness, management failed to identify audit adjustments in various areas, including but not limited to revenue, capitalization of tangible and intangible assets, and share-based compensation. Alps has relied on the assistance of outside advisors with expertise in these matters to prepare its financial statements and comply with SEC reporting obligations, and Alps expects to continue to do so while it remediates this material weakness.
Alps is continuing to develop and implement a remediation plan to address the material weakness; however, Alps’ overall control environment still requires enhancement and may expose it to errors, losses or fraud. Alps’ remediation plan includes the hiring of additional suitably qualified staff. Additionally, Alps intends to document and implement consistent accounting policies and procedures and provide additional training to its accounting and finance staff. While Alps is working to remediate the material weakness as quickly and efficiently as possible, Alps cannot at this time provide an estimate of the costs it expects to incur or the expected timeline in connection with implementing its remediation plan. These remediation measures may be time-consuming and costly, and might place significant demands on its financial and operational resources. If Alps is unable to successfully remediate this material weakness or successfully supervise and rely on outside advisors with expertise in these matters to assist in the preparation of its financial statements, Alps’ financial statements could contain material misstatements that, when discovered in the future, could cause it to fail to meet its future reporting obligations.
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Risks Related to Development of Our Product Candidates
The selection and prioritization of our product candidates for development are subject to change based on various factors. Abandoning a product candidate’s development or changing our development priorities could leave us without a viable replacement, impacting our business prospects.
Alps may determine to abandon the development of one or more of Alps’ product candidates, or we may change the prioritization of the development of certain product candidates, or Alps may select or acquire and prioritize the development of new product candidates. Alps’ choice and prioritization of product candidates for development will be influenced by a variety of factors, including but not limited to:
| ● | Alps may have limited capital to finance its development programs and projected costs may affect its ability to enter into licensing or collaborative arrangements with other biotechnology or biopharma companies or universities with their own laboratory facilities and research staffs to conduct research and development of one or more product candidates; |
| ● | competitors may develop alternatives that render Alps’ potential product candidates obsolete or less attractive; |
| ● | potential product candidates that Alps develop may nevertheless be covered by third parties’ patents or other exclusive rights; |
| ● | potential product candidates may not be effective in treating their targeted diseases; |
| ● | potential product candidates may, on further study, be shown to have harmful side effects, toxicities or other characteristics that indicate that they are unlikely to be products that will receive marketing approval and achieve market acceptance; |
| ● | Alps’ analysis of market demand and market prices for the products we plan to develop could lead us to conclude that market conditions are not favorable for receiving an adequate return on Alps’ investment in product development and commercialization; |
| ● | a potential product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all; or |
| ● | the regulatory pathway for a potential product candidate is too complex and difficult to successfully navigate programs. |
Alps faces challenges in developing its manufacturing capabilities and currently relies may rely on third-party manufacturers, exposing it to various risks including lack of accessibility, quality control, quantity limitations, manufacturing delays, contractual breaches or terminations.
The manufacturing of biotechnology product candidates is complex, requiring significant expertise and capital, including the development of advanced manufacturing facilities, which we currently lack. Unless Alps we can finance and develop its own our manufacturing facilities, we will need to depend on third-party manufacturers, with no guarantee of favorable terms or availability. Whether Alps manufactures products or rely relies on third parties, it faces risks including manufacturing delays, inability to meet quality and quantity requirements, regulatory compliance challenges, and potential contract breaches or terminations. Regardless of whether Alps manufactures or relies on third parties to manufacture products for Alps, Alps we will face all risks related to the manufacture of therapeutic products for use in medicine including the following risks:
| ● | Alps or any third-party manufacturers might be unable to timely formulate and manufacture Alps’ products or produce the quantity and quality required to meet Alps’ clinical and commercial needs, if any; |
| ● | Alps or any third-party manufacturers may not be able to execute Alps’ manufacturing procedures appropriately; |
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| ● | Any third-party manufacturers Alps engage may not perform as agreed or may not remain in the contract manufacturing business for the time required to supply Alps’ clinical trials or to successfully produce, store and distribute Alps’ products on a commercial scale; |
| ● | Alps or any third-party manufacturers will be subject to ongoing periodic unannounced inspection by the NPRA or other regulatory body, and corresponding state agencies to ensure strict compliance with cGMP and other government regulations and corresponding foreign standards. Alps will not have control over third-party manufacturers’ compliance with applicable regulations and standards; |
| ● | Alps may not own, or may have to share, the intellectual property rights to any improvements made by Alps’ third-party manufacturers in the manufacturing process for Alps’ product candidates; |
| ● | Third-party manufacturers could breach or terminate their agreements with Alps; and/or |
| ● | Alps or third-party manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes or unstable political environments. |
In addition, Alps in the future may rely on third parties to perform release testing on Alps’ product candidates prior to delivery to patients. If these tests are not appropriately conducted and test data are not reliable, patients could be put at risk of serious harm which could result in product liability suits.
If Alps or any third-party manufacturers that Alps may engage were to encounter any of these difficulties, Alps’ ability to provide Alps’ product candidates to patients in clinical trials or to the medical marketplace would be jeopardized. Any delay or interruption in the supply of clinical trial supplies could delay the completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, could require Alps to either commence new clinical trials at additional expense or terminate clinical trials completely.
The regulatory authorities also may, at any time following approval of a product for sale, audit Alps’ manufacturing facilities or those of Alps’ third-party contractors. If any such inspection or audit identifies a failure to comply with applicable regulations or if a violation of Alps’ product specifications or applicable regulations occurs independent of such an inspection or audit, Alps or the relevant regulatory authority may require remedial measures that may be costly and/or time-consuming for Alps or a third party to implement and that may include the temporary or permanent suspension of a clinical study or commercial sales or the temporary or permanent closure of a facility. Any such remedial measures imposed upon Alps or third parties with whom we contract could materially harm Alps’ business.
Additionally, if supply from one approved manufacturer is interrupted, there could be a significant disruption in commercial supply. The regulatory agencies may also require additional studies if a new manufacturer is relied upon for commercial production. Switching manufacturers may involve substantial costs and is likely to result in a delay in Alps’ desired clinical and commercial timelines.
Alps may not be able to manufacture product that meets release criteria due to sterility, identity or potency issues. Alps may not have access or be able to make the reagents necessary to manufacture the cells and Alps may not have access to adequate supply channels to transport and distribute the products. There are also risks that the cells may be destroyed by interruption in their cryopreservation by means of natural disasters such as earthquakes, power outages, or other unexpected events, or the cells may be determined to be unacceptable as a source of human cellular therapies for reasons Alps cannot envision. Alps cannot assure you that any stability or other issues relating to the manufacture of any of Alps’ product candidates or products will not occur in the future. If any of Alps’ master cell banks are lost or destroyed, including due to systems failure, Alps’ planned clinical trials would be severely delayed, and Alps would incur significant costs associated with obtaining new supply of cell banks. Accordingly, failures or difficulties faced at any level of Alps’ supply chain could adversely affect Alps’ business and delay or impede the development and commercialization of any of Alps’ product candidates or products and could have an adverse effect on Alps’ business, prospects, financial condition and results of operations.
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There are a limited number of manufacturers that operate under cGMP regulations and that might be capable of manufacturing cell-based products for Alps. Accordingly, Alps’ cell-based products may have to compete with other cell-based products to access these manufacturing facilities. Future therapies that Alps may develop may compete with other product candidates and products for access to manufacturing facilities. Any performance failure on the part of Alps’ existing or future manufacturers could delay clinical development or marketing approval.
Each of these risks could delay Alps’ clinical trials, any regulatory approval of Alps’ product candidates, or the commercialization of Alps’ product candidates, and could result in higher costs or deprive Alps of potential product revenue.
Our current product candidates are in preclinical development and have never been tested in humans. One or all of our current product candidates may fail in clinical development or suffer delays that materially and adversely affect their commercial viability.
To date, none of our candidates has proceeded to clinical trials or been tested in humans. Our future profitability hinges on our ability to obtain regulatory approvals and successfully commercialize our product candidates, either independently or with partners.
Achieving commercial distribution for our product candidates requires extensive preclinical studies and clinical trials to prove their safety, purity, and efficacy in humans. Although we have observed positive outcomes observed in preclinical animal models for treatment of heart failure using iPSC-derived cardiomyocytes and the joint development of the oral Cholera vaccine VCUSM14P, these findings may not necessarily translate to similar success in future human clinical trials. There’s a risk that our product candidates may not exhibit the desired safety and efficacy in later stages of clinical development, even if they show promise in early trials. It is uncertain whether NPRA will authorize us to conduct clinical trials. Moreover, the completion and outcomes of our preclinical studies are unpredictable, and it is uncertain whether the NPRA or other regulatory bodies will approve our clinical programs, protocols, or support the further development of our preclinical programs for human testing.
Further, some or all of Alps’ product candidates under development may require the genetic modification of the pluripotent master cell banks. There is no certainty that a genetic modification will provide a long-term solution to transplant rejection, or that the modified cells will not cause unanticipated health risks to the patient that could delay or even halt the development of the products.
The preclinical development stage exposes us to inherent risks of failure associated with novel therapeutic approaches, targets, and action mechanisms. While we plan to initiate clinical trials for our leading candidates, there’s no assurance of progressing to clinical development for any candidate or of demonstrating clinical benefits in patient testing. Considering the costs, uncertainties, delays, and challenges typical for preclinical stage biotechnology company like us, our prospects should be evaluated accordingly. For example, the joint development of oral Cholera vaccine cannot be carried out in Malaysia, due to the relatively low incidence of cholera compared to endemic regions. The limited data available would hinder the accurate assessment of the cholera vaccine’s impact. Additionally, the low cholera burden in Malaysia makes it impractical and inefficient to conduct large-scale clinical trials and secure the necessary approvals.
We may not be able to access the financial resources to continue development of, or to enter into any collaborations for, any of our current or potential future product candidates. This may be exacerbated if we experience any issues that delay or prevent regulatory approval of, or our ability to commercialize, a product candidate, such as:
| ● | negative or inconclusive results from our preclinical studies or clinical trials or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical studies or clinical trials or abandon any or all of our programs; |
| ● | adverse events experienced by participants in our clinical trials or by individuals using therapeutics similar to our product candidates; |
| ● | delays in submitting CTIL, CTX or comparable foreign applications, or delays or failures to obtain the necessary approvals from regulatory authorities to commence a clinical trial, or a suspension or termination of a clinical trial once commenced; |
| ● | conditions imposed by the NPRA or other regulatory authorities regarding the scope or design of our clinical trials; |
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| ● | delays in enrolling research subjects in clinical trials; |
| ● | high drop-out rates of research subjects; |
| ● | inadequate supply or quality of product candidate components or materials or other supplies necessary for the conduct of our clinical trials; |
| ● | greater-than-anticipated clinical trial costs; |
| ● | poor potency or effectiveness of our product candidates during clinical trials; |
| ● | unfavorable NPRA or other regulatory authority inspection and review of a clinical trial or manufacturing site; |
| ● | delays as a result of the pandemic or other force majeure events or other associated events; |
| ● | failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all; or |
| ● | delays and changes in regulatory requirements, policies and guidelines. |
Clinical trials are expensive, time-consuming and difficult to design and implement. There can be no assurance that our product candidates will be able to successfully complete clinical trials. The failure of our product candidates to complete clinical trials may have a material adverse effect on our business, financial condition, results of operations and prospects.
Human clinical trials are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. Because our current and potential future product candidates are based on new technologies and discovery approaches, we expect that they will require extensive research and development and have substantial manufacturing and processing costs. In addition, the NPRA or other regulatory authorities may require us to perform additional testing before commencing clinical trials and may be hesitant to allow us to enroll patients impacted with our targeted disease indications in our future clinical trials. If we are unable to enroll patients impacted by our targeted disease indications in our future clinical trials, we would be delayed in obtaining potential POC data in humans, which could extend our development timelines. In addition, costs to treat patients and to treat potential side effects that may result from our product candidates may be significant. Accordingly, our clinical trial costs are likely to be high and there is no assurance that our product candidates will successfully complete clinical trials. A failure to complete clinical trials could have a material adverse effect on our business, financial condition, results of operations and prospects.
If we encounter difficulties enrolling patients in clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. We may encounter delays in enrolling, or be unable to enroll, a sufficient number of patients to complete any of clinical trials of our product candidates, and even once enrolled we may be unable to retain a sufficient number of patients to complete the trials. The enrollment of patients depends on many factors, including:
| ● | the patient eligibility criteria defined in the protocol; | |
| ● | the size of the patient population required for analysis of the trial’s primary endpoints; | |
| ● | the proximity of patients to study sites; | |
| ● | the design of the trial; | |
| ● | our ability to recruit clinical trial investigators with the appropriate competencies and experience; |
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| ● | clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new products that may be approved for the indications Alps is investigating; | |
| ● | our ability to obtain and maintain patient consents; and | |
| ● | the risk that patients enrolled in clinical trials will drop out of the trials before completion. |
In addition, clinical trials of our product candidates may compete with other clinical trials for product candidates of other companies that are in the same therapeutic areas as our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in trials of our product candidates may instead opt to enroll in a trial being conducted by one of our competitors. Since the number of qualified clinical investigators is limited, we expect that clinical trials or our product candidates may be conducted at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials in such clinical trial site.
Delays or failures in planned patient enrollment or retention may result in increased costs, program delays or both, which could have a harmful effect on our ability to develop our product candidates or could render further development impossible.
Compassionate use of stem cells therapies and/or other medical treatments and procedures provided by Alps may subject us to medical malpractices, result in injuries that lead to costly liability suits, and/or subject us to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with any products and/or product candidates.
We have facilitated compassionate use of stem cells therapies in Malaysia, in accordance with the applicable laws and regulations established by the Malaysian regulatory authorities.
In Malaysia, the Control of Drugs and Cosmetics Regulations 1984, under the Sale of Drugs Act 1952, allows hospitals or physicians to apply for an exemption from license registration for importing or manufacturing products solely for treating patients with life-threatening conditions, as per Regulation 15(6). This regulatory pathway enables the compassionate use or named patient program, extending to patients already part of an approved clinical trial. The application criteria for such programs are stringent, necessitating the treatment to be for patients facing serious or immediate life-threatening conditions, with no alternative therapies available, among other considerations. While Alps strives to ensure its applications for compassionate use align with the requirements established by the Malaysian authorities, there remains a risk that regulatory perspectives may diverge from Alps’ interpretations. If Alps’ determination does not align with regulatory perspective and Alps becomes required to make compassionate use applications, Alps’ results of operations and project development timeline may be adversely affected.
The investigational nature of Alps’ products under compassionate use implies that their safety and efficacy profiles are not fully established, typically warranting their use within clinical trial settings. Post-trial access to investigational products is facilitated through the compassionate use program in Malaysia, which is strictly limited to participants of approved clinical trials involving CTIL and CTX, on a named patient basis. Our physicians are responsible for off-label compassionate use of our product candidates which requires comprehensive patient consent prior to treatment initiation.
Given these conditions, there is an inherent risk of future legal liabilities or damages stemming from the off-label compassionate use of our product candidates. Should adverse outcomes arise from such use, or if regulatory authorities interpret our compliance with compassionate use provisions differently, we may face lawsuits that could significantly impact our operations and financial standing. The legal and regulatory landscape for compassionate use is complex and subject to change, and our engagement in these programs, despite rigorous adherence to existing guidelines, may expose us to unforeseen liabilities. Our assumptions regarding the use of investigational products are based on the current interpretation of applicable regulations. However, if Alps fails to comply with the evolving legal and regulatory framework governing cell and gene therapy products, the Company may face regulatory scrutiny, investigations, fines, or other penalties, which could adversely affect our business, revenue projections, operations, and financial condition.
In addition, Alps’ provision of medical treatments and procedures entails inherent risks associated with medical malpractice, despite rigorous adherence to industry standards and best practices. There is a risk that patients may experience adverse outcomes, complications, or dissatisfaction with the provided medical care, leading to potential claims of medical malpractice. Such claims could arise from allegations of negligence, errors in diagnosis or treatment, failure to obtain informed consent, or breaches of duty of care. While Alps endeavors to maintain high standards of medical care and employs qualified healthcare professionals, there remains the possibility of human error, unforeseen complications, or adverse reactions to treatments. Moreover, factors beyond Alps’ control, such as patient-specific conditions, medical histories, or external environmental factors, may contribute to adverse outcomes or perceived medical malpractice.
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Alps maintains medical malpractice insurance coverage to mitigate the financial risks associated with potential medical malpractice claims. However, there can be no guarantee that such insurance coverage will be adequate to fully indemnify Alps against all potential liabilities arising from medical malpractice claims. Such claim whether meritorious or not, could result in significant legal expenses, damage to reputation, and financial liabilities for Alps. Furthermore, adverse publicity stemming from medical malpractice claims may impact patient confidence, referral patterns, and overall business operations.
The commercial success of any of Alps’ current or future product candidates will depend upon the degree of market acceptance by physicians, patients, third-party payors, and others in the medical community.
Even with approvals from the NPRA and comparable foreign regulatory authorities such as the FDA, the commercial success of Alps’ products will depend in part on the health care providers, patients, insurers, and third-party payors accepting Alps’ product candidates as medically useful, cost-effective, and safe. Any product that Alps bring to the market may not gain market acceptance by physicians, patients, insurers, third-party payors and other health care providers. The clinical development, commercialization, and marketing of our product candidates are at an early-stage, substantially research-oriented, and financially speculative. It is important to recognize that developing and bringing cell therapies to market is a challenging endeavor, with only a few companies achieving success thus far. Cell therapies, in general, carry inherent risks, including potential side effects, immune system responses, limited therapeutic efficacy, and high costs, which may hinder their regulatory approval or commercial adoption. Alps’ success hinges on several factors, including the establishment of a robust global market for cell therapies and its ability to carve out a competitive position within this evolving landscape with its product candidates.
Even if Alps, a collaborator, or a licensee of Alps’ technology successfully develop and obtain regulatory approval for Alps’ product candidates, the market may not understand or accept them. Alps’ product candidates represent novel treatments and are expected to compete with a number of more conventional products and therapies manufactured and marketed by others, including major pharmaceutical and biotechnology companies. The degree of market acceptance of any of Alps’ products will depend on a number of factors, including without limitation:
| ● | the efficacy of the product as demonstrated in clinical studies and potential advantages over competing treatments; | |
| ● | the prevalence and severity of the disease and any side effects; | |
| ● | the clinical indications for which approval is granted, including any limitations or warnings contained in a product’s approved labeling; | |
| ● | the convenience and ease of administration; | |
| ● | the cost of treatment, particular if compared to existing treatments; | |
| ● | the willingness of the patients and physicians to accept and use these therapies and the perception of efficacy and safety of Alps’ approved products by such parties; | |
| ● | the marketing, sales and distribution support for the products; | |
| ● | the publicity and ethical, social and legal concerns regarding the use of embryonic stem cells for Alps’ products or competing products and treatments; | |
| ● | government regulations restricting or prohibiting Alps’ research or manufacturing processes for stem cells due to ethical, social and legal concerns regarding their use in medical research and treatment; and | |
| ● | the pricing and availability of third-party insurance coverage and reimbursement. |
Even if a product displays a favorable efficacy and safety profile upon approval, market acceptance of the product will initially remain uncertain. Efforts to educate the medical community and third-party payors on the benefits of the products may require significant investment and resources and may never be successful. If Alps’ products fail to achieve an adequate level of acceptance by physicians, patients, third-party payors, and other health care providers, Alps will not be able to generate sufficient revenue to become or remain profitable.
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If the use or misuse of Alps’ product candidates harm patients or is perceived to harm patients even when such harm is unrelated to Alps’ product candidates, Alps’ regulatory approvals could be revoked or could otherwise be negatively impacted, and Alps could be subject to costly and damaging product liability claims.
The use or misuse of any product candidates in future clinical trials and the sale of any products for which Alps obtain marketing approval exposes Alps to the risk of product liability claims. Product liability claims might be brought against Alps by consumers, healthcare providers, pharmaceutical companies, or others selling or otherwise coming into contact with Alps’ products. There is a risk that Alps’ product candidates may induce adverse events. If Alps cannot successfully defend against product liability claims, Alps could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:
| ● | impairment of Alps’ business reputation; | |
| ● | initiation of investigations by regulators; | |
| ● | withdrawal of clinical trial participants; | |
| ● | costs due to related litigation; | |
| ● | distraction of management’s attention from Alps’ primary business; | |
| ● | substantial monetary awards to patients or other claimants; | |
| ● | the inability to commercialize Alps’ product candidates; | |
| ● | product recalls, withdrawals or labeling, and marketing or promotional restrictions; | |
| ● | loss of revenue; and | |
| ● | decreased demand for Alps’ product candidates, if approved for commercial sale. |
Alps may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect Alps against losses due to liability. If and when Alps commence clinical trials or obtain regulatory and marketing approval for any product candidates, Alps intends to increase Alps’ insurance coverage to include clinical use or the sale of commercial products, as applicable; however, Alps may be unable to obtain product liability insurance on commercially reasonable terms or in adequate amounts. On occasion, large judgments have been awarded in lawsuits based on drugs or medical treatments that had unanticipated adverse effects. A successful product liability claim or series of claims brought against Alps could cause Alps’ stock price to decline and, if judgments exceed Alps’ insurance coverage or if the insurer refuses to cover and insure the claim, such factors could adversely affect Alps’ results of operations and business.
Alps’ business entails a significant risk of product liability, and its inability to obtain sufficient insurance coverage could have a material effect on its business, financial conditions, results of operations and prospects.
Alps does not currently have insurance coverage for all potential risks inherent in the business operations of its subsidiaries.
As Alps conducts preclinical studies and future clinical trials for its product candidates, it exposes itself to inherent risks associated with product development, testing, manufacturing, and marketing. Despite any future efforts to secure additional product liability insurance, there is no guarantee it will fully reimburse Alps for potential expenses or losses incurred from liability claims. If Alps obtains marketing approval for any of its product candidates, such claims could trigger regulatory investigations into the safety and effectiveness of the products, manufacturing processes, and facilities, or the marketing programs. This could potentially result in product recalls or more serious enforcement actions, limitations on approved indications, or even the suspension or withdrawal of approvals. A successful product liability claim or series of claims against Alps could cause a decline in its share price. If judgments exceed Alps’ insurance coverage, it could adversely affect its results of operations and business, including preventing or limiting the commercialization of any product candidates it develops.
Moreover, insurance coverage is becoming increasingly expensive, and in the future, Alps or any future collaborators may struggle to maintain adequate coverage at a reasonable cost or in sufficient amounts to protect against liability losses.
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Any cell-based products that receive regulatory approval may be difficult and expensive to manufacture on a commercial scale.
Producing cell-based therapeutic products derived from pluripotent stem cells and mesenchymal cells for commercial use presents substantial challenges, as these cells have traditionally been generated only on a small scale. This scale is not sufficient for the mass commercialization required for widespread market penetration. Should Alps succeed in advancing cell-derived therapeutic products to the market, significant advancements in manufacturing facilities, processes, and technologies will be essential for commercial-level production. Given the complex nature of pluripotent stem cell and mesenchymal cell products, manufacturing them on a commercial scale is anticipated to be more costly compared to most existing drugs. This increased manufacturing cost necessitates setting higher prices for these products to cover costs and generate profit. However, if the pricing makes these products prohibitively expensive, healthcare institutions and professionals might hesitate to adopt them, potentially impacting the volume of sales needed for Alps to recover development costs and achieve profitability.
The manufacturing operations of some of our potential product candidates including but not limited to cosmetics products infused with exosomes are themselves dependent upon third-party suppliers, making us potentially vulnerable to supply shortages and price fluctuations, which could harm our business.
We are currently at the stage where we are able to derive exosomes from human Umbilical Cord Mesenchymal Stem Cells (hUMSCs) with our in-house facilities at MYCELEST. We are in the process of exploring the development of exosome infused products and have not developed or manufactured exosome infused products. At this time, we are not capable of manufacturing the finished cosmetics products such as facial masks and face serum infused with exosomes in-house. Accordingly, we expect to rely on third party manufacturers to produce any exosome infused products that we develop in the future. Such future reliance on third party manufacturers or suppliers could potentially expose us to risks that could harm our business, including:
| ● | interruption of supply resulting from modifications to or discontinuation of our products; | |
| ● | delays in product shipments resulting from uncorrected defects, reliability issues, or variation in a component; | |
| ● | a lack of long-term supply agreements; | |
| ● | inability to obtain adequate supply in a timely manner, or to obtain adequate supply on commercially reasonable terms; | |
| ● | difficulty and cost associated with locating and qualifying alternative suppliers in a timely manner; | |
| ● | production delays related to the evaluation and testing from alternative suppliers, and corresponding regulatory qualifications; and | |
| ● | damage to our brand reputation. |
Any interruption in the supply, or our inability to obtain substitute from alternate sources at acceptable prices in a timely manner, could harm our ability to perform procedures, fulfil customer orders and satisfy market demand until new sources of supply are identified and qualified. As of the date of this proxy statement/prospectus, we have not entered into any contracts with third parties for the manufacture of finished cosmetic products.
Alps’ inability to distinguish the product candidates from other similar treatment or solutions may restrict market acceptance of its products and market share.
While our line of product candidates represents a relatively new entry into the Southeast Asia market, it may not possess striking novelty against its predecessors. Alps’ future success will depend on our ability to increase demand for its products by demonstrating to a broad spectrum of healthcare providers the potential performance advantages and cost-effectiveness of our products, and our inability to do so could have a material adverse effect on the business, financial condition, and results of operations. As a result, we generally are required to invest a significant amount of time and resources to educate healthcare administrators and other purchasers about the benefits of a product in comparison to competing products and technologies before completing a sale, if any.
Several factors could hinder healthcare professionals’ adoption of our product candidates, including doubts about product efficacy, costs and reliability. Healthcare administrators considering our technology must allocate time to grasp the innovation, gauge physician receptiveness, evaluate the financial implications for their practice, and become adept at introducing and utilizing our products. Without a pressing competitive need, administrators may not prioritize learning about our products’ potential advantages. Acceptance and adoption by healthcare professionals may be contingent on additional clinical evidence supporting our products’ safety and effectiveness or endorsements from respected figures within the healthcare community. Moreover, economic pressures, such as downturns, shifts in healthcare reimbursement policies, or market-specific competitive challenges, might deter healthcare organizations from investing in significant capital equipment or new technologies.
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Risks Related to Our Intellectual Property
Alps relies on patents and intellectual property rights licensed from third parties to engage in research, development and commercialization activities. If we fail to maintain these licenses on terms favorable or otherwise acceptable to Alps, Alps’ ability to engage in research, development and commercialization activities may be materially impacted, resulting in a materially adverse effect on our business, financial condition and operational results.
Alps, its affiliate and/or subsidiaries holds licenses granting them rights to third-party intellectual property that is necessary or useful to its business. In particular, Alps has obtained licenses from certain individuals for intellectual property concerning stem cell and/or exosome processing technologies, and VaxBio has granted a patent license covering protein mucosal delivery system method for use in developing cholera vaccine. Alps may enter into additional licenses to third-party intellectual property in the future.
Alps’ licenses to such intellectual property rights may not provide exclusive or unrestricted rights in all fields of use and in all territories in which Alps may wish to develop or commercialize its products in the future and may restrict its rights to offer certain products in certain markets, including through non-compete provisions, or impose other obligations on Alps in exchange for its rights to the licensed intellectual property. In addition, Alps may not have full control over the maintenance, protection, enforcement or use of the intellectual property rights in-licensed from licensors, and therefore Alps may be reliant on the licensors to conduct such activities.
These in-licensed patents are critical to our research, development, and commercialization activities. Our success will depend in part on the ability of our licensors to obtain, maintain, and enforce patent protection for the licensed intellectual property. While these arrangements enable access to essential technology and intellectual property, they also pose several risks that could adversely affect our business, financial condition, and operational results, as follows:
| ● | Our dependence on licensed intellectual property creates a risk of uncertainty regarding the continued availability of these rights. Licenses may be subject to termination under certain conditions, renegotiation, or may not be renewable on favorable terms, or at all. The loss of a critical license could result in the discontinuation of key research projects or the inability to continue manufacturing or selling certain products, which would negatively impact our business operations and financial performance. | |
| ● | Licensed intellectual property rights often come with financial obligations, including upfront payments, milestone payments, royalties on sales, and maintenance fees. These financial commitments can be substantial and may adversely affect our profitability. Additionally, disputes over royalty calculations or other financial terms can lead to litigation or arbitration, further imposing financial and operational burdens on our company. | |
| ● | Licenses typically contain restrictions on our ability to sublicense or otherwise transfer our rights to third parties. These restrictions can limit our flexibility in developing and commercializing our technology and products, potentially restricting our ability to enter into partnerships or collaborations that could be beneficial to our business. | |
| ● | We may also be unaware of existing patents that may be infringed upon by their respective patent owners. Our rights to use licensed intellectual property may be challenged by third parties, including challenges to the validity, enforceability, or scope of the underlying patents. Such challenges could jeopardize our ability to continue utilizing essential technologies or force us into costly litigation to defend our rights to use the licensed intellectual property. | |
| ● | Our licensors may not successfully prosecute the patent applications we have licensed. Our business may be adversely affected if licensors fail to adequately maintain or enforce the intellectual property rights we have licensed. Our ability to develop and commercialize our products depends on the licensors’ diligence in prosecuting patent applications, maintaining issued patents, and defending intellectual property against infringement or invalidity claims. Their failure to do so could materially and adversely affect our business and prospects. |
Alps relies on in-licensed patents registered in China for research and development activities even though Alps operates its business from Malaysia. As such, there is a risk that these in-licensed patents will not constitute adequate protection and affect our ability to successfully develop and commercialize our products.
Alps relies on in-licensed patents from China to support its research, development, and commercialization activities. However, these patents provide protection solely within China and may not offer adequate protection in other region(s) where Alps operates. Currently, Alps operates and conducts all of its research and development activities in Malaysia. It also works with strategic research partners that are based in Malaysia and also expects to develop products for commercialization in Malaysia and other territories outside of China. As these in-licensed patents do not extend protection beyond China, Alps faces the possibility that competitors could develop similar or derivative products, potentially leading to market saturation and increased competition, impacting its ability to commercialize its own products successfully. In addition, there will always be a risk that competitors or other third parties could challenge the validity or enforceability of any patent issued or licensed or sublicensed to Alps, Alps’ ability to defend its intellectual property rights could be compromised. This may lead to delays or difficulties in bringing products to market, or even the inability to commercialize products entirely, particularly in regions where patent protection is absent or weak. Such challenges could significantly impact Alps’ long-term growth and ability to compete effectively in global markets.
If Alps, its subsidiaries, or associate companies fail to meet their obligations under license agreements, they risk losing the rights to critical technologies upon which the business depends.
Certain product candidates, such as the cholera vaccine and iPSC, rely on technologies that Alps, its subsidiaries, or associate companies have obtained through licensing agreements with external parties, including USM and USCI University. For example, the licensing and commercialization agreement between VaxBio, Alps’ affiliate, and USM, dated September 12, 2023, imposes various obligations on VaxBio, including payment obligations and commitments to pursue the development and commercialization of products and technologies. Alps, its subsidiaries, and/or associate companies may enter into additional license agreements in the future. Alps’ existing license agreements impose, and it expects that future license agreements will impose various obligations including diligence, milestone payment, royalty, and other requirements. If Alps, its subsidiary, or associate company fails to comply with their obligations under these agreements, or they are subject to a bankruptcy, the licensor may have the right to terminate the license, in which event we would not be able to market products covered by the license.
If Alps, its subsidiary, or associate company fails to comply with its obligations under the agreement, or if Alps becomes subject to winding up or liquidation, the licensor may have the right to terminate the license. In such an event, Alps would be unable to market products covered by the license.
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In some cases, patent prosecution of our licensed technology is controlled solely by the licensor. If our licensors fail to obtain and maintain patent or other protection for the proprietary intellectual property we license from them, we could lose our rights to the intellectual property and our competitors could market competing products using the intellectual property.
In addition, the agreements under which Alps, its affiliate and/or subsidiaries currently licenses or otherwise obtains rights to intellectual property from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations, which may lead to disputes between Alps and its licensor, including:
| ● | the scope of rights granted under the license agreement; | |
| ● | the extent to which Alps’ product infringe on intellectual property of the licensor that is not subject to the license agreement; | |
| ● | the right to sublicense patent and other rights under Alps’ collaborative development relationships; | |
| ● | Alps’ diligence and other obligations under the license agreement; and | |
| ● | the ownership of inventions and know-how resulting from the joint invention of intellectual property by Alps and its licensors and/or collaborators. |
The resolution of any contract disagreement that may arise could narrow what Alps believes to be the scope of its rights to the relevant intellectual property, or increase what Alps believes to be its financial or other obligations under the relevant agreement, either of which could have a material adverse effect on its business, financial condition, results of operations, and prospects. If Alps is required to engage in litigation to enforce or defend its rights under its license agreements, even if it is successful, such litigation could require significant financial resources, divert the attention of management and harm Alps’ business. Moreover, if disputes over intellectual property that Alps has licensed or otherwise obtained rights to prevent or impair Alps’ ability to maintain its current arrangements on commercially acceptable terms, or at all, Alps may be unable to successfully commercialize the affected product, which could have a material adverse effect on Alps’ business, financial condition, results of operations, and prospects.
Alps relies on intellectual property that is jointly developed with third parties which exposes Alps to risks associated with the failure of joint owners to maintain, protect, and enforce such intellectual property and divergent interests arising during the course of joint ownership.
Alps engages in collaborations and partnerships with other entities, including universities. Through these collaborations, we may jointly develop intellectual property that is crucial to our product development and commercialization efforts. An example of this is our collaboration with USM. While these partnerships can be instrumental in advancing our research and development capabilities, they also introduce significant risks associated with the joint ownership of intellectual property, including:
| ● | Joint ownership of intellectual property rights can lead to complexities in the management and decision-making processes regarding the exploitation, protection, and enforcement of these rights. Divergent interests among co-owners may result in delays or failure to effectively prosecute patent applications, maintain issued patents, or defend against challenges to our intellectual property rights. Alps Biotech Sdn. Bhd. jointly owns intellectual property with USM through a Research Collaboration Agreement dated 1 September 2020 (“Research Collaboration Agreement”). The Research Collaboration Agreement has expired, and Alps is in discussions to extend or modify this collaboration relationship with USM. Until such time as Research Collaboration Agreement has been extended and depending upon the terms of such extension, Alps may face difficulties relating to the use, protection, and commercialization of the intellectual property jointly owned with USM. | |
| ● | Agreements involving joint ownership often require detailed provisions on the allocation of revenues derived from the commercialization of jointly owned intellectual property. Disputes over revenue sharing or the allocation of expenses associated with the maintenance and protection of intellectual property may arise, potentially leading to litigation or arbitration that could be costly and time-consuming. | |
| ● | Joint ownership arrangements typically include provisions that restrict our ability to unilaterally license or transfer our interest in jointly owned intellectual property. Such restrictions could limit our flexibility in responding to market opportunities or challenges, potentially affecting our competitive position and financial prospects. | |
| ● | Our reliance on co-owners for the maintenance, protection, and enforcement of jointly owned intellectual property rights may expose us to risks associated with their solvency, willingness, and ability to fulfill these responsibilities. We are currently in discussions with USM to extend or otherwise modify the Research Collaboration Agreement. If we are not successful in extending our collaboration relationship with USM, Alps’ ability to license, sell, or otherwise exploit the intellectual property that is jointly owned with USM may be delayed or restricted and USM’s willingness to cooperate with us to maintain, protect and enforce such jointly owned intellectual property could be negative affected, which could in turn adversely impact our business operations and financial condition. |
There is no certainty that Alps’ future patent applications will result in the successful registration of patents.
Alps may file additional new patent applications in the future seeking patent protection for new technology or products that Alps develops itself or jointly with others. However, there is no assurance that any of Alps’ licensed patent applications, or any patent applications that Alps may file in the future in the Malaysia or abroad, will result in the successful registration of such patents.
Navigating the patent application and maintenance process demands considerable investment and time, characterized by:
| ● | The preparation and filing of patent applications, and the maintenance of patents that are issued, may require substantial time and money. | |
| ● | A patent interference proceeding may be instituted with the Intellectual Property Corporation of Malaysia (“MyIPO”) when more than one person files a patent application covering the same technology, or if someone wishes to challenge the validity of an issued patent. At the completion of the interference proceeding, MyIPO will determine which competing applicant is entitled to the patent, or whether an issued patent is valid. Patent interference proceedings are complex, highly contested legal proceedings, and MyIPO’s decision is subject to appeal. This means that if an interference proceeding arises with respect to any of Alps’ patent applications, Alps may experience significant expenses and delay in obtaining a patent, and if the outcome of the proceeding is unfavorable to Alps, the patent could be issued to a competitor rather than to Alps. | |
| ● | A derivation proceeding may be instituted by MyIPO or an inventor alleging that a patent or application was derived from the work of another inventor. | |
| ● | Oppositions to the issuance of patents may be filed under United States Patent and Trademark Office (USPTO), European patent law and the patent laws of certain other countries. As with MyIPO interference proceedings, these foreign proceedings can be very expensive to contest and can result in significant delays in obtaining a patent or can result in a denial of a patent application. |
These hurdles underscore the unpredictable and costly nature of securing patent protection, essential for safeguarding Alps’ proprietary technologies and innovations.
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Alps’ patents may not adequately protect its technologies or products from competition.
| ● | Alps may struggle to secure additional patents beyond those already owned or have licensed or sublicensed, and any patents obtained might not offer comprehensive protection. | |
| ● | There will always be a risk that Alps’ competitors might be able to challenge the validity or enforceability of any patent issued or licensed or sublicensed to Alps. | |
| ● | In addition to interference proceedings, regulatory bodies like MyIPO can reexaminations of issued patents at the request of a third party. Alps’ patents may be subject to inter partes review (replacing the reexamination proceeding), a proceeding in which a third party can challenge the validity of one of Alps’ patents to have the patent invalidated. This means that patents owned or licensed by Alps may be subject to reexamination and may be lost if the outcome of the reexamination is unfavorable to Alps. | |
| ● | Pursuant to the Licensing and Commercialization Agreement dated September 12, 2023 between USM and VaxBio, an affiliate company of Alps which Alps holds a 30% shareholding, VaxBio has acquired an exclusive license to utilize the technical information for research and development, manufacturing, sales, or other dealings with the licensed products, subject to the terms and conditions specified in the agreement. However, there are potential regulatory challenges or compliance issues related to the licensing and commercialization agreement between USM and VaxBio. Any regulatory scrutiny, disputes, or breaches of terms and conditions outlined in the agreement could impact Alps’ ability to leverage the patented technology effectively and may result in financial or reputational consequences. Additionally, if USM were to develop competing products, it could lead to market saturation or increased competition for Alps, impacting its ability to commercialize its own products successfully. |
Alps may face challenges in enforcing its intellectual property rights throughout the world, which could adversely affect its business.
The cost of filing, prosecuting, and defending patents globally for Alps’ technology and product candidates would be excessively high. Patentability requirements vary across countries, especially in developing regions. Competitors may exploit our technology in areas where we lack patent coverage to develop rival products. Subsequently, they could potentially export these products to markets where we hold patents but have weaker enforcement mechanisms than Malaysia. This situation poses a risk of direct competition in regions where we cannot adequately protect our intellectual property rights.
Additionally, unexpected changes in foreign intellectual property laws may undermine our protection efforts. Legal systems in certain countries provide less robust intellectual property protection than Malaysia, presenting significant challenges in defending our rights there. Countries such as India and China, along with other developing nations, have legal frameworks less conducive to strong patent enforcement. This disparity in legal environments could hamper our ability to address infringement or prevent the unauthorized use of our intellectual assets.
Moreover, there are numerous countries possess compulsory licensing regulations, which may require patent holders to provide licenses to third parties, further complicating our control over our inventions outside Malaysia. In addition, certain countries impose restrictions on the enforceability of patents against government entities or contractors, potentially limiting available remedies for patent owners. In such jurisdictions, patent owners may have restricted remedies, potentially reducing the value of their patents significantly. If Alps or any of its licensors are compelled to grant licenses to third parties for patents relevant to its operations, its competitive stance in the respective jurisdiction could be compromised, adversely affecting our business prospects.
Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and resources from other aspects of Alps’ business. Furthermore, while Alps intend to protect our intellectual property rights in major markets, we cannot ensure that Alps will be able to initiate or maintain similar efforts in all jurisdictions in which Alps may wish to market products or license Alps’ patented technologies. Accordingly, Alps’ efforts to protect Alps’ intellectual property rights in such countries may be inadequate.
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Alps may be subject to patent infringement claims that could be costly to defend, which may limit Alps’ ability to use disputed technologies, and which could prevent Alps from pursuing research and development or commercialization of some of Alps’ technologies or products, require Alps to pay licensing fees to have freedom to operate and/or result in monetary damages or other liability for Alps.
Alps’ operational success is critically dependent on our ability to avoid infringing on the patents and proprietary rights of others. If the technology that Alps uses infringes a patent held by others, Alps could be sued for monetary damages by the patent holder or its licensee, or Alps could be prevented from continuing research, development, and commercialization of technologies and products that rely on that technology, unless Alps is able to obtain a license to use the patent. The cost and availability of a license to a patent cannot be predicted, and the likelihood of obtaining a license at an acceptable cost would be low if the patent holder or any of its licensees is using the patent to develop or market a technology or product with which Alps’ technologies or products would compete. If Alps could not obtain a necessary license, Alps would need to develop or obtain rights to alternative technologies, which could prove costly and could cause delays in developing Alps’ technologies or products, or Alps could be forced to discontinue the development or marketing of any technologies and products that were developed using the technology covered by the patent.
Risk Related to Government Regulation
Upon the consummation of the Business Combination, PubCo expects to qualify as an “emerging growth company,” and may elect to comply with reduced public company reporting requirements applicable to emerging growth companies, which could make PubCo ordinary shares less attractive to investors.
PubCo expects to qualify as an “emerging growth company,” as defined in the Securities Act of 1933, as amended, after the consummation of the Business Combination, and PubCo may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including to provide less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation; and to provide audited financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited financial statements for three fiscal years. PubCo cannot predict if investors will find the investment in PubCo riskier because PubCo may rely on these exemptions. If some investors find PubCo ordinary shares less attractive as a result, there may be a less active trading market for Alps Holdco ordinary shares and PubCo’s share price may be more volatile. PubCo may take advantage of these reporting exemptions until PubCo is no longer classified as an “emerging growth company”. PubCo will remain an “emerging growth company” unless one of the following occurs: (i) total annual gross revenues are $1.235 billion or more; (ii) Alps has issued more than $1 billion in non-convertible debt in the past three years; or (iii) becomes a “large accelerated filer,” as defined in Exchange Act of 1934 Rule 12b-2.
Alps’ operations are subject to various laws and regulations in Malaysia.
Alps’ business is based in Malaysia and is regulated by various laws and regulations in Malaysia such as regulations on business licenses, business centres, the quality and the licensing of medical facilities, equipment and services, practice of medical practitioners, manufacturing facilities, procurement and usage of drugs, intellectual property rights, employment, personal data and privacy. Accordingly, our business centres are subject to periodic licensing renewal requirements and inspections by various government agencies and departments at the federal, state and municipal level. In addition, any changes in laws and regulations could require us to obtain additional licenses, permits, approvals or certificates, impose additional conditions or requirements for the renewal of the licenses of the business centres, or result in the invalidation of our currently owned licenses.
Based on Alps’ experience, some of the laws and regulations of the place where Alps operates its business are subject to amendments, uncertainty in interpretation and administrative actions from time to time. Therefore, Alps faces a risk that, for the implementation of its business plans and the introduction of any new services or products, Alps may not be able to obtain all the necessary registrations, certificates and/or licenses. Any failure to comply with the above laws and regulations may give rise to fines, administrative penalties and/or prosecution against Alps, which may adversely affect its reputation, financial condition or results of operation.
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Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.
Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.
Negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. Malaysia’s economy grew by 3% in the fourth quarter of 2023 (Q4 2023), supported by resilient domestic demand that rose by 5.2% in Q4 2023 (Q3 2023: 4.8%). Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty.
Alps faces the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business.
The policies enacted by the Malaysian government have substantial effects on the country’s economic landscape. Our operations and financial performance are heavily influenced by the legal, regulatory, and policy environment in Malaysia, which governs various aspects of our business, including research and development activities, product approval, manufacturing, marketing, and sales. This regulatory framework is subject to change, particularly with shifts in political climate, economic priorities, or public health considerations. Any future alterations in Malaysian laws, regulations, or government policies, or their interpretation, could have adverse effects on our business, financial condition, and operational results. Such changes may result in increased compliance costs and necessitate modifications to our operations, products, or quality control and manufacturing processes. Adapting to these regulatory shifts may impose a financial burden that could impact our profitability.
There is also uncertainty regarding the continuity of current government policies, especially in the event of changes in leadership, social or political disruptions, or other circumstances affecting Malaysia’s political, economic, and social environment. We cannot guarantee that the government will maintain its current policies or that such policies will remain unchanged in the future.
Fluctuations in exchange rates could affect Alps’ business and the value of its securities.
We are exposed to fluctuations in the value of the RM. We currently rely on vendors and suppliers who operate in USD. Suppliers and vendors that operate in USD comprise approximately 2.48% and 2.14% of our expenses for financial year ended March 31, 2023 and March 2024, respectively. To the extent the USD increases in value relative to the RM, our margins may be affected. Foreign exchange rates may also impact trade between countries as fluctuations in currencies may impact the value of goods as between two trading countries. We do not take actions to hedge against foreign exchange and transaction risks and are therefore exposed to the swing in the value of the RM. Consequently, short-term or long-term exchange rate movements or controls may affect on our business, financial condition, results of operations and liquidity.
Alps is subject to laws and regulations governing corruption.
Alps is obligated to adhere to various international laws and regulations aimed at combating corruption, including the Malaysian Anti-Corruption Commission Act 2009, Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.
Anti-bribery laws prohibit Alps, Alps’ employees, and some of Alps’ agents or representatives from offering or providing any personal benefit to covered government officials to influence their performance of their duties or induce them to serve interests other than the missions of the public organizations in which they serve. Certain commercial bribery rules also prohibit offering or providing any personal benefit to employees and representatives of commercial companies to influence their performance of their duties or induce them to serve interests other than their employers.
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These anti-bribery regulations strictly prohibit Alps and its representatives from offering or delivering any undue advantage to government officials or commercial entity employees to improperly influence their official duties. This compliance is notably burdensome in regions where corruption is rampant and further complicated within the healthcare sector. Improper payments related to clinical trials, pharmaceutical procurement, or other activities have triggered significant enforcement actions and penalties under anti-bribery laws, especially in the United States and China.
Identifying and preventing violations of these laws is challenging. Despite preventative measures, it’s not always possible to curtail all illicit activities or manage the risks they pose. As a result, Alps could face government investigations, legal actions, or lawsuits due to non-compliance, leading to significant financial penalties and reputational harm.
In the medical field, corrupt practices such as kickbacks or bribes from pharmaceutical manufacturers or distributors to healthcare providers can lead to severe legal and financial repercussions. If Alps personnel or partners engage in illicit activities, Alps could face substantial fines across the jurisdictions it operates in, significantly impacting its financial health and operational outcomes. Recent trends show hospitals denying access to pharmaceutical sales representatives to avoid corruption perceptions, which could hinder Alps’ marketing efforts if this attitude becomes prevalent among potential clients.
As Alps contemplates international expansion, enhancing our compliance frameworks becomes imperative to mitigate the risks associated with the Foreign Corrupt Practices Act (FCPA) and similar anti-corruption statutes worldwide. Our comprehensive compliance programs must address a wide array of regulations, including meticulous record-keeping as a publicly traded entity, and ensure thorough training for all company personnel. The development and enforcement of these anti-corruption measures are costly and complex, particularly when dependent on third-party adherence. Violations of the FCPA and other anti-corruption laws can lead to severe penalties, including substantial fines, exclusion from government contracts, criminal charges against individuals, and potential suspension from U.S. securities exchanges. Even in the absence of penalties, the investigative and legal defense costs, along with the negative impact on our reputation, could significantly detract from our profitability and our ability to develop or market our product candidates. Furthermore, if our competitors are not subjected to the same stringent anti-corruption laws, they may adopt practices that afford them a competitive advantage in securing business deals with foreign healthcare institutions, positioning them unfavorably against us in the international market.
The regulatory approval processes of the NPRA and comparable foreign authorities such as FDA are lengthy, time consuming and inherently unpredictable, and if Alps is ultimately unable to obtain regulatory approval for Alps’ product candidates, Alps’ business will be substantially harmed.
The path to obtaining regulatory approvals from the NPRA and similar international bodies like the FDA is extensive, arduous, and fraught with uncertainty. This process, typically spanning several years post-initiation of clinical trials, hinges on multiple factors, including the regulatory authorities’ broad discretion. Moreover, policies, regulatory frameworks, and the specifics of clinical data required for approval are subject to change throughout a product candidate’s clinical journey and may differ across jurisdictions.
To date, Alps has not secured regulatory approval for any product candidate, and there is no assurance that any future product candidates Alps may develop will receive such approval. Both Alps and any potential collaborators are barred from marketing any of Alps’ product candidates in Malaysia without NPRA’s approval for biosimilar, gene, and cell therapy applications.
Securing commercialization approval in Malaysia or internationally necessitates demonstrating, through substantial evidence from controlled clinical trials, the safety and efficacy of a product candidate to the satisfaction of the NPRA and other equivalent foreign regulatory bodies such as FDA. Interpretations of nonclinical and clinical data can vary, and even promising data may not suffice for approval. Alps may face additional study requirements from the NPRA either before or after approval, potentially delaying the approval process by years or demanding resources beyond our current capacity.
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Any therapeutic products that Alps and Alps’ subsidiaries may develop cannot be sold until the NPRA and corresponding foreign regulatory authorities approve the products for medical use. The need to obtain regulatory approval to market a new product means that:
| ● | Expensive and time-consuming clinical trials of new products will need to be conducted. The full cost of conducting and completing clinical trials necessary to obtain NPRA and equivalent foreign regulatory approval of a new product cannot be presently determined but could exceed Alps’ financial resources or could discourage any future licensees or collaborators from pursuing NPRA approval of Alps’ product candidates. | |
| ● | Clinical trials and the regulatory approval process for a pharmaceutical or cell-based product can take several years to complete. As a result, Alps will face expenses and delays inherent in seeking NPRA and foreign regulatory approval of new products, even if the results of clinical trials are favorable. | |
| ● | Data obtained from preclinical and clinical studies is susceptible to varying interpretations and regulatory changes that could delay, limit, or prevent regulatory agency approvals. | |
| ● | Because the therapeutic products Alps plan to develop with pluripotent stem cell technology involve the application of new technologies and approaches to medicine, NPRA or foreign regulatory agencies may subject those products to additional or more stringent review than drugs or biologicals derived from other technologies. | |
| ● | A product that is approved may be subject to restrictions on use. | |
| ● | The NPRA can recall or withdraw approval of a product, if it deems necessary. | |
| ● | Alps may face similar regulatory issues in foreign countries. |
Approval of Alps’ product candidates may be delayed or refused for many reasons, including the following:
| ● | The NPRA or comparable foreign regulatory authorities may disagree with the design or implementation of the applicable clinical trial. | |
| ● | A clinical trial might not demonstrate to the satisfaction of the NPRA or comparable foreign regulatory authorities that Alps’ product candidates are safe and effective for any of their proposed indications. | |
| ● | The results of clinical trials may not meet the level of statistical significance required by the NPRA or comparable foreign regulatory authorities for approval. | |
| ● | A clinical trial fail to demonstrate that Alps’ product candidates’ clinical and other benefits outweigh their safety risks. | |
| ● | The NPRA or comparable foreign regulatory authorities may disagree with Alps’ interpretation of data from preclinical programs or clinical trials. | |
| ● | The facilities of the any third-party manufacturers with which Alps may contract may not be adequate to support approval of Alps’ product candidates (for example, regulatory approval of cell and tissue-based products require high standards of quality control). | |
| ● | The approval policies or regulations of the NPRA or comparable foreign regulatory authorities may significantly change in a manner rendering Alps’ clinical data insufficient for approval. | |
| ● | Of the large number of potential products in development, only a small percentage successfully complete the NPRA or foreign regulatory approval processes and are commercialized. The lengthy approval process as well as the unpredictability of future clinical trial results may result in Alps’ failing to obtain regulatory approval to market Alps’ product candidates, which would significantly harm Alps’ business, results of operations and prospects. | |
| ● | Ethical, social and legal concerns about research regarding stem cells, could result in regulations restricting or prohibiting the processes Alps may use. Government agencies, parliamentary committees and foreign governments have expressed interest in further regulating biotechnology. More restrictive regulations or claims that Alps’ products are unsafe or pose a hazard could prevent Alps from commercializing any products. New government requirements may be established that could delay or prevent regulatory approval of Alps’ product candidates under development. It is impossible to predict whether legislative changes will be enacted, regulations, policies or guidance changed, or interpretations by agencies or courts changed, or what the impact of such changes, if any, may be. | |
| ● | Regulatory requirements governing gene and cell therapy products have changed frequently and may continue to change in the future. |
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Additionally, ethical, social, and legal debates surrounding stem cell research could lead to restrictive regulations or outright bans on essential processes. Legislative changes, policy shifts, or new regulatory requirements could further complicate the approval landscape for gene and cell therapy products, emphasizing the volatile regulatory environment surrounding biotechnology.
The FDA and other comparable foreign regulatory authorities may not accept data from trials or studies conducted in Malaysia or other locations outside of their jurisdiction.
Alps intends to supply its product candidates to numerous clinics and medical centers outside of Malaysia. Such foreign clinics and medical centers may intend to use Alps’ product candidates, to conduct clinical studies for the potential treatment of a wide variety of indications, and Alps may choose to conduct international clinical trials or studies in the future. The primary purpose of these clinical studies is for the open-label treatment of the respective indication; accordingly, there is no randomized control group for patients treated in these foreign clinical studies.
The acceptance of study data by the NPRA, or other comparable foreign regulatory authority from clinical trials or studies approved by NPRA or jurisdictions outside of their respective jurisdictions may be subject to certain conditions. In cases where data from foreign clinical trials or studies are intended to serve as the basis for regulatory approval in the United States, the FDA will generally not approve the application on the basis of foreign data alone unless (1) the data are applicable to the United States population and United States medical practice; (2) the trials are performed by clinical investigators of recognized competence and pursuant to cGCP requirements; and (3) the FDA is able to validate the data through an on-site inspection or other appropriate means. The FDA may accept the use of some foreign data to support a marketing approval if the clinical trial meets certain requirements. Additionally, the FDA’s clinical trial requirements, including the adequacy of the subject population studied and statistical powering, must be met. Furthermore, such foreign trials or studies would be subject to the applicable local laws of the foreign jurisdictions where the trials or studies are conducted, including from our ongoing and planned pre-clinical studies. There can be no assurance that the FDA or any applicable foreign regulatory authority will accept data from trials or studies conducted outside of its respective jurisdiction. If the FDA, or any applicable foreign regulatory authority does not accept such data, it may result in the need for additional studies, which would be costly and time-consuming and delay aspects of our business plan, and which may result in our product candidates not receiving approval for commercialization in the applicable jurisdiction.
If we fail to comply with the extensive legal and regulatory requirements affecting the health care industry, Alps could face increased costs, penalties and a loss of business.
Alps’ activities, and the activities of any collaborators, distributors and other third-party providers that Alps may engage in the future, will be subject to extensive government regulation and oversight both in Malaysia and in foreign jurisdictions where Alps operates. The NPRA and comparable agencies in other jurisdictions will directly regulate many of Alps’ most critical business activities, including the conduct of preclinical and clinical studies, product manufacturing, advertising and promotion, product distribution, adverse event reporting, and product risk management. Alps’ interactions in Malaysia or abroad with physicians and other health care providers that prescribe or purchase Alps’ products will also be subject to government regulation designed to prevent fraud and abuse in the sale and use of the products and place greater restrictions on the marketing practices of health care companies. Biotechnology companies such as ours are facing heightened scrutiny of their relationships with health care providers from anti-corruption enforcement officials. In addition, biotechnology companies such as ours may be the target of lawsuits and investigations alleging violations of government regulation, including claims asserting submission of incorrect pricing information, impermissible off-label promotion of pharmaceutical products, payments intended to influence the referral of health care business, submission of false claims for government reimbursement, antitrust violations, and violations related to environmental matters. Risks relating to compliance with laws and regulations may be heightened if Alps operates in jurisdictions outside of Malaysia.
Regulations governing the health care industry are subject to change, with possibly retroactive effect, including:
| ● | new laws, regulations or judicial decisions, or new interpretations of existing laws, regulations or decisions, related to health care availability, pricing or marketing practices, compliance with wage and hour laws and other employment practices, method of delivery, payment for health care products and services, compliance with health information and data privacy and security laws and regulations, tracking and reporting payments and other transfers of value made to physicians and teaching hospitals, extensive anti-bribery and anti-corruption prohibitions, product serialization and labeling requirements and used product take-back requirements; |
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| ● | changes in the NPRA and foreign regulatory approval processes that may delay or prevent the approval of new products and result in lost market opportunity; |
| ● | requirements that provide for increased transparency of clinical trial results and quality data, which could impact Alps’ ability to protect trade secrets and competitively-sensitive information contained in approval applications or could be misinterpreted leading to reputational damage, misperception, or legal action which could harm Alps’ business; and |
| ● | changes in NPRA and foreign regulations that may require additional safety monitoring, labeling changes, restrictions on product distribution or use, or other measures after the introduction of Alps’ products to market, which could increase Alps’ costs of doing business, adversely affect the future permitted uses of approved products, or otherwise adversely affect the market for Alps’ products. |
Violations of governmental regulation may be punishable by criminal and civil sanctions against Alps, including fines and civil monetary penalties and exclusion from participation in government programs, as well as sanctions against executives overseeing Alps’ business. In addition to penalties for violation of laws and regulations, Alps cannot ensure that Alps’ compliance controls, policies and procedures will in every instance protect Alps from acts committed by Alps’ employees, collaborators, partners or third-party providers that would violate the laws or regulations of the jurisdictions in which Alps operate. Whether or not Alps has complied with the law, an investigation into alleged unlawful conduct could increase Alps’ expenses, damage Alps’ reputation, divert management time and attention, and adversely affect Alps’ business.
mRNA drug development has substantial clinical development and regulatory risks due to the novel and unprecedented nature of this new category of therapeutics.
As a potential new category of therapeutics, to Alps’ knowledge, no mRNA therapies have been approved to date by the NPRA. Successful discovery and development of mRNA-based (and other) therapies by either Alps or its collaborators is highly uncertain and depends on numerous factors, many of which are beyond Alps’ or their control. Alps’ product candidates that appear promising in the early phases of development may fail to advance, experience delays in the clinic or clinical holds, or fail to reach the market for many reasons, including:
| ● | discovery efforts aimed at identifying potential immunotherapies may not be successful; | |
| ● | nonclinical or preclinical study results may show product candidates to be less effective than desired or have harmful or problematic side effects; | |
| ● | clinical trial results may show the product candidates to be less effective than expected, including a failure to meet one or more endpoints or have unacceptable side effects or toxicities; | |
| ● | manufacturing failures or insufficient supply of GMP materials for clinical trials, or higher than expected cost could delay or set back clinical trials, or make Alps’ product candidates commercially unattractive; | |
| ● | Alps’ improvements in the manufacturing processes may not be sufficient to satisfy the clinical or commercial demand of the product candidates or regulatory requirements for clinical trials; and | |
| ● | changes that Alps makes to optimize its manufacturing, testing or formulating of GMP materials could impact the safety, tolerability and efficacy of its product candidates. |
Risk Related to Our Healthcare, Wellness and Aesthetics Business
We are subject to customer complaints, claims and legal proceedings in the regular course of our operations from time to time, which could result in significant costs and materially and adversely affect our brand image, reputation and results of operations.
We rely heavily on our doctors and medical staff to make sound decisions regarding the treatment of our customers. However, we cannot guarantee that every employee at our treatment centers will consistently adhere to the appropriate professional standard of care. Any deviation from this standard by our medical staff, or any failure in managing our services and activities, may lead to unsatisfactory treatment outcomes, patient injuries, or in extreme cases, fatalities.
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Given the subjective nature of the aesthetic medical industry, we are also vulnerable to various types of complaints related to our services. These may include dissatisfaction with customer service, disputes over charges, over-promising of treatment outcomes, dissatisfaction with post-treatment recovery periods, and general dissatisfaction with treatment results. Moreover, as the number of procedures we perform continues to increase with our growth, the absolute number of such complaints, allegations, and claims—regardless of merit—may also rise.
Failure to manage these complaints, allegations, and claims effectively could significantly damage our reputation, business, financial condition, and prospects. Even unfounded complaints or legal proceedings, if widely publicized, could tarnish our corporate image, divert management resources, and result in additional costs to address these matters. Furthermore, settlements or successful claims against us could entail substantial costs, damages, compensation, and reputational harm, ultimately impacting our business, financial performance, and operational outcomes.
If we are unable to recruit and retain an adequate number of managers, doctors, nurses, consultants and other support staff in our treatment centres, our service quality and business strategy may suffer.
Our performance hinges significantly on the expertise and dedication of highly skilled medical professionals. Securing and retaining top-tier talent across all areas of our treatment centres is crucial for our future success. However, the recruitment of qualified physicians in Malaysia is highly competitive due to their scarcity. Physicians typically consider several key factors when choosing medical institutions, including reputation, organizational culture, management efficiency, facility quality, patient volume, compensation, training opportunities, and location.
Competing with other aesthetic medical centers or clinics for qualified professionals may pose challenges for our company. If we fail to attract or retain seasoned and qualified physicians, it could adversely impact our business, financial stability, and operational outcomes.
Furthermore, recruiting and retaining qualified medical professionals have become increasingly costly in recent years, with no guarantee of success in the future. If we cannot attract a sufficient number of skilled professionals, our service quality and ability to execute our business strategy may suffer. Additionally, a shortage of qualified professionals may necessitate higher wage payments, leading to reduced profits and adversely affecting our operating results and financial performance.
Alps may fail to maintain the quality of the medical equipment, medical supplies, materials, skincare products, implants and consumables it uses. If these products do not meet the required standards, Alps could be exposed to liabilities and its business operations and reputation could suffer.
Despite implementing stringent measures for supplier selection, such as maintaining an updated list of qualified suppliers, Alps cannot guarantee the defect-free or substantial compliance of all medical equipment, supplies, materials, skincare products, implants, and consumables used in its operations. Defective or substandard products from Alps’ suppliers may expose Alps to liability claims, complaints, adverse publicity, penalties, license suspensions, or court-awarded compensations. In such cases, Alps may incur costs to replace products, impacting its profit margins and causing service delays for customers.
Alps’ suppliers are also governed by extensive laws and regulations, and any violations on their part may adversely affect its reputation or procurement processes. Applicable Malaysian laws mandate sourcing materials from licensed suppliers, and non-compliance could result in penalties or fines. Moreover, if Alps’ suppliers lose necessary qualifications without their knowledge, Alps may inadvertently breach regulatory requirements. This could lead to reputational damage, liabilities for defective goods, negative publicity, and adverse effects on its operational results.
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Alps faces intense competition, and if it does not compete successfully against new or existing competitors, Alps may lose its market share and its profitability may be adversely affected.
Alps faces competition from private aesthetic hospitals, clinics, and public general hospitals’ aesthetic medical departments situated in the same geographical areas as our treatment centers. Additionally, the rapid expansion of the aesthetic medical industry in Malaysia may attract new domestic or international players, further intensifying competition. Some competitors, existing or potential, may possess competitive advantages such as greater financial resources or marketing capabilities, potentially replicating our business model. Alps’ competition for customers is primarily based on factors like location, pricing, service range, quality, and brand reputation. However, Alps cannot guarantee its ability to effectively compete against new or existing rivals. Failure to do so may impede its revenue and profitability growth and lead to a decline in market share.
If Alps is unable to adapt to changing aesthetic medical trends and its customers’ changing needs, we will not be able to compete effectively, which may materially and adversely affect its business, financial condition and results of operations.
In the aesthetic medical industry, it is essential to closely monitor market trends and customer needs, potentially leading to the introduction of new products, technologies, devices, solutions, service categories, and treatment procedures, as well as improvements to existing services. Alps participates in conferences organized by its suppliers in order to keep abreast of the latest aesthetic medical solutions, standards, and technologies. Investments in development and acquisitions may be necessary to stay abreast of new technologies, implement innovative solutions, or phase out outdated ones. Failure to identify, develop, and introduce new products, solutions, service categories, features, enhancements, and technologies in a timely and cost-effective manner could lead to a decline in demand for its services, hindering its ability to compete effectively and attract customers, thereby potentially impacting its business and financial performance negatively.
To successfully expand in markets outside of Malaysia, Alps must address many issues with which it has limited experience.
International expansion is subject to a number of risks, including:
| ● | difficulties in staffing and managing our international operations; | |
| ● | increased competition as a result of more procedures receiving regulatory approval or otherwise freedom to market in international markets; | |
| ● | reduced or varied protection for intellectual property rights in some countries; | |
| ● | foreign tax laws; | |
| ● | fluctuations in currency exchange rates; | |
| ● | foreign certification and regulatory clearance or approval requirements; | |
| ● | difficulties in developing effective marketing campaigns in unfamiliar foreign countries; | |
| ● | political, social, and economic instability abroad, terrorist attacks, and security concerns in general; | |
| ● | potentially adverse tax consequences, including the complexities of foreign value-added tax systems, tax inefficiencies related to our corporate structure, and restrictions on the repatriation of earnings; | |
| ● | the burdens of complying with a wide variety of foreign laws and different legal standards; and | |
| ● | increased financial accounting and reporting burdens and complexities. |
If one or more of these risks were realized, it could require Alps to dedicate significant financial and management resources and its revenue may decline.
Alps may determine to expand its business if it is able to raise sufficient capital to do so, and Alps may experience difficulties in managing this growth, which could disrupt Alps’ operations.
As of the date of this proxy statement/prospectus, Alps had 84 employees. Many of the biotechnology companies that Alps competes against for qualified personnel and consultants have greater financial and other resources, different risk profiles and a longer history in the industry than Alps do and are better positioned to attract and retain personnel and consultants. If Alps is unable to continue to attract and retain high-quality personnel and consultants, the rate and success at which Alps can discover and develop product candidates and operate Alps’ business will be limited.
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Future growth would impose significant additional responsibilities on Alps’ management, including the need to identify, recruit, maintain, motivate and integrate additional employees, scientists, researches, doctors and consultants. Also, Alps’ management may need to divert a disproportionate amount of its attention away from Alps’ day-to-day activities and devote a substantial amount of time to managing these growth activities. Alps may face challenges in effectively managing the expansion of its operations, potentially leading to infrastructure weaknesses, operational errors, missed business opportunities, employee attrition, and decreased productivity among remaining staff. The growth of administrative resources could necessitate substantial capital investments and may divert financial resources from other projects, such as product candidate development. If Alps’ management fails to effectively handle its growth, expenses may exceed projections, hindering revenue generation and growth potential, and impeding the execution of its business strategy. Alps’ future financial performance and its ability to successfully commercialize product candidates and compete in the market will, in part, hinge on its capacity to manage future growth effectively.
Alps’ future success depends on its ability to retain key personnel and to attract, retain and motivate qualified personnel.
Alps’ industry has experienced a high rate of turnover of management personnel in recent years. Alps is highly dependent on our executive officers, senior management and key personnel. Despite having employment contracts with these executives, nothing stops them from ending their association with Alps at any time.
If Alps loses one or more of its executive officers, senior management or key employees, its ability to consummate the Business Combination and the transactions contemplated by the Business Combination could be adversely affected. Furthermore, replacing executive officers and key employees may be difficult, in particular during the pendency of the Business Combination, and may take an extended period of time because of the uncertainty about such persons roles following the Business Combination and the limited number of individuals in Alps’ industry with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize product candidates successfully. Competition to hire from this limited pool is intense, and Alps may be unable to hire, train, retain or motivate these additional key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. Alps also will experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, Alps will rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating its research and development and commercialization strategy. Alps’ consultants and advisors may be engaged by entities other than Alps and may have commitments under consulting or advisory contracts with other entities that may limit their availability to Alps. If Alps is unable to continue to attract and retain high quality personnel, its ability to consummate the Business Combination and evaluating potential strategic alternatives with respect to its assets and development programs will be limited.
Alps may not be able to make acquisitions or investments, or successfully integrate them into Alps’ business.
In line with Alps’ research and expansion strategies, Alps actively engages in a variety of potential strategic transactions, such as investments, alliances, partnerships, joint ventures, and acquisitions. These endeavors target businesses, biological assets, research institutions, and other assets that are either complementary to its operations or are anticipated to foster business growth. Notably, Alps has sought and continue to explore strategic research collaborations with institutions across jurisdictions to advance its product candidates. For instance, Alps entered into a Memorandum of Agreement dated August 9, 2023 with UCSI Hospital Sdn. Bhd. and UCSI Education Sdn. Bhd., establishing a collaborative framework encompassing various initiatives, including the sourcing of cellular products, conducting genetic research, facilitating clinical trials, exploring immunotherapy trials, and the usage of laboratories.
These types of transactions involve numerous risks, including, among others:
| ● | intense competition for suitable targets and partners, which could increase prices and adversely affect Alps’ ability to consummate deals on favorable or acceptable terms; | |
| ● | complex technologies, terms and arrangements, which may be difficult to implement and manage; | |
| ● | failures or delays in closing transactions; |
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| ● | difficulties integrating brand identity, technologies, operations, existing contracts, and personnel; | |
| ● | failure to realize the anticipated return on investment, benefits or synergies; | |
| ● | failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company, partner or technology, including but not limited to issues related to intellectual property, cybersecurity risks, regulatory compliance practices, litigation, security interests over assets, contractual issues, revenue recognition or other accounting practices, or employee or user issues; | |
| ● | regulatory changes that require adjustments to Alps’ business or shareholding or rights in relation to subsidiaries or joint ventures; and | |
| ● | adverse reactions to acquisitions by investors and other stakeholders. |
Navigating these risks is crucial for maintaining our strategic direction and safeguarding Alps’ intellectual property and business interests.
Alps’ business and operations could suffer in the event of system failures.
Despite the implementation of security measures, our internal computer systems and those of our contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters including earthquakes and tsunamis, terrorism, war, and telecommunication and electrical failures. A loss of or damage to our data, a disruption in access to our data, or inappropriate disclosure of confidential or proprietary information, could disrupt Alps’ operations, delay or otherwise adversely affect the development of Alps’ product candidates, significantly increase Alps’ costs, or result in delays in any future regulatory filings we may make.
In addition, our product candidates, which encompass mRNA profiling, Whole Genome Sequencing (WGS), as well as those manufactured using cells stored in a cryopreserved master cell bank, are crucial components of Alps’ operations. While Alps believes it has adequate backup measures in place to address potential data loss in the event of a catastrophic incident, there remains a risk that its third-party suppliers and manufacturers could experience loss or damage to multiple cell banks and other critical data, severely impacting our manufacturing capabilities and the data generated.
We cannot guarantee the absence of stability or other manufacturing issues with any of our product candidates or products in the future. Any delay or interruption in the supply of clinical trial materials could impede the completion of planned trials, escalate associated costs, and potentially necessitate the initiation of new trials at additional expense or even termination. Adverse developments affecting the clinical or commercial manufacturing of our product candidates or products may lead to shipment delays, inventory shortages, lot failures, product withdrawals, or recalls, disrupting the supply chain and the data generated. Consequently, challenges encountered at any level of our supply chain could negatively impact our business, delaying or obstructing the development and commercialization of our product candidates or products, thereby affecting our business, prospects, financial condition, and operational results.
Security breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation to suffer.
In the normal course of operations, Alps collects and stores sensitive data, which includes protected health information, personally identifiable information, financial details, intellectual property, and proprietary business information owned or controlled by the company, its customers, payers, and other involved parties. Alps manages its applications and data by utilizing a combination of on-site systems and cloud-based data centers.
The secure processing, maintenance, and transmission of this information are vital to our operations and business strategy. Despite the security measures in place, our information technology and infrastructure may be susceptible to cyberattacks or breaches caused by employee-related costs. Alps will also incur fees and costs related to integration and systems consolidation. The elimination of duplicative costs may not offset incremental transaction-related and other integration costs in the near-term errors, malfeasance, or other disruptions. Any such breach could compromise our networks, resulting in unauthorized access, public disclosure, loss, or theft of information. Such occurrences could lead to legal claims, liability under privacy protection laws, and disruptions to Alps’ operations, potentially tarnishing its reputation. Even without a direct interruption to its operations, fines, penalties, or financial liabilities resulting from a security breach could undermine confidence in our services, adversely impacting its business and competitive standing.
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Any unauthorized access, loss, or dissemination of information could also trigger legal proceedings and liabilities under Malaysian laws and regulations governing personal data protection and cybersecurity, as well as those specifically addressing patient and medical data.
Unfavorable media coverage could harm Alps’ business, financial condition, results of operations and prospects.
Adverse publicity about aspects such as our business practices, customer support, product standards, privacy and security measures, compliance with regulations, financial or operational performance, accounting decisions, or leadership could damage Alps’ reputation. This negative attention could also negatively affect Alps’ credibility, business health, operational outcomes, and future prospects and the engagement and loyalty of Alps’ network of patients, scientific collaborators, and research partners relying on Alps’ assets. Moreover, adverse media attention could attract regulatory scrutiny, potentially leading to actions or the introduction of new laws or regulations affecting our operations. The risks associated with unfavorable publicity are amplified by the extensive use of social media and the rising occurrence of misleading or unfounded news, especially on social media and online platforms.
Any failure in Alps’ efforts to train health practitioners could result in the misuse of its products, reduce the market acceptance of its products and have a material adverse effect on the business, financial condition, and results of operations.
The proficiency of health practitioners in utilizing Alps’ products requires a significant learning curve. It is critical to the success of Alps’ sales efforts to adequately train a sufficient number of practitioners. Following completion of training, Alps relies on health practitioners and administrators to advocate the benefits of its products in the broader marketplace. Convincing practitioners to dedicate the time and energy necessary for adequate training and implementation is challenging, and Alps cannot provide assurance that it will be successful in these efforts. If practitioners are not properly trained, they may misuse or ineffectively use Alps’ products, leading to potential negative outcomes for patients, as well as negative publicity, regulatory actions, or lawsuits against Alps, all of which could adversely impact its reputation.
If future data proves to be inconsistent with Alps’ clinical results or if competitors’ products present more favorable results, Alps’ revenues could decline and Alps’ business, financial condition, and results of operations could be materially and adversely affected.
If future research contradicts Alps’ clinical outcomes or if competitors’ products demonstrate superior benefits, it could significantly impact Alps’ business, financial condition, and operational results. This may arise from new studies that diverge from our previous findings or from research favoring competitors’ products in terms of efficacy or reliability. Additionally, healthcare professionals may postpone purchasing Alps’ products until further long-term clinical evidence and endorsements by key professionals confirm the effectiveness of its products for clinical use. Such developments could lead to a decline in Alps’ revenues and have a material adverse effect on its overall performance.
In the future, if Alps’ customers cannot obtain third-party reimbursement for their use of Alps’ products, they could be less inclined to purchase Alps’ products.
Our products will generally purchase by medical professionals who have various billing practices and patient mixes. Such practices range from primarily private pay to those who rely heavily on third-party payers, such as private insurance or government programs. At present, our products are not generally claimable pursuant to any insurance policies. However, in the future, in the event our products and treatments are covered by insurance policies, we anticipate third-party payers to review and frequent challenge the prices charged for our medical products and/or services. Payers may deny coverage and reimbursement on various grounds, including if they determine that the procedure was not medically necessary. Accordingly, both coverage and reimbursement can be expected to vary significantly from payer to payer. For the portion of physicians who rely heavily on third-party reimbursement, the inability to obtain reimbursement for services using Alps’ products could deter them from purchasing or using Alps’ products. Alps cannot predict the effect that future health care reforms or changes in financing for health plans could have on Alps’ business. Any such changes could have an adverse effect on the ability of a physician or medical institution to generate a profit using Alps’ current or future products. In addition, such changes could act as disincentives for capital investments by medical professionals.
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Risks Related to Globalink’s Business and the Business Combination
Unless the context otherwise requires, references to the “Company,” “we”, “us” and “our” in this subsection generally refer to Globalink Investment Inc.
Globalink will be forced to liquidate the Trust Account if it cannot consummate a business combination by January 9, 2025 (or up to June 9, 2025 upon extension). In the event of a liquidation, Globalink’s public stockholders will receive $11.98 per share of common stock and our warrants and rights will expire worthless.
Globalink currently has until January 9, 2025 to complete its initial business combination, or it will be required to dissolve and liquidate. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account. In the event of a liquidation, the per-share liquidation distribution will be $11.98 based on the balance in the Trust Account as of December 6, 2024. Furthermore, our warrants and rights will expire worthless in the event Globalink fails to complete a business combination.
Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a Business Combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.
We currently have up until June 9, 2025 (our 42-month anniversary) to complete an initial business combination. Nasdaq Listing Rule 5815, which was amended effective October 7, 2024, provides for the immediate suspension and desilting upon issuance of a listing determination letter for failure to meet the requirement in Nasdaq Listing Rule IM 5101-2(b), curtailing the ability of the Nasdaq hearings panel to give special purpose acquisition companies more time to complete an initial business combination beyond 36 months. Nasdaq Listing Rule IM 5101-2(b) requires a SPAC such as us to complete its initial business combination within 36 months of the effectiveness of its IPO registration statement, which, in our case, is December 9, 2024.
As such, following December 9, 2024 (our 36-month anniversary), we are no longer in compliance with Nasdaq listing rules. On December 10, 2024, we received a delisting determination letter from Nasdaq. As a result, our securities were immediately suspended from trading and delisted from Nasdaq on December 17, 2024, following our receipt of the delisting determination letter. Our securities are currently traded on OTC Pink.
In addition, in connection with any initial business combination, we would be required to demonstrate compliance with the applicable exchange’s initial listing requirements, which are more rigorous than the continued listing requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time, particularly if we are no longer listed on a stock exchange.
Following the suspension and delisting of our securities from Nasdaq, we and our securities are currently facing significant material adverse consequences, including:
| ● | being less attractive to potential business combination targets and therefore making it more difficult for us to complete an initial business combination; | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future; | |
| ● | a limited availability of market quotations for our securities, even if our securities were to be quoted on an over-the-counter market; | |
| ● | reduced liquidity and demand for our securities; | |
| ● | determination that our shares of common stock are a “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules and could result in a further reduced level of trading activity in the secondary trading market for our securities; | |
| ● | greater difficulty and cost at being able to satisfy any applicable stock exchange’s initial listing requirements for the post-business combination company; | |
| ● | our securities no longer qualifying as “covered securities” under the National Securities Markets Improvement Act of 1996 (“NSMIA”), meaning that sales of our securities would be subject to regulation in each state in which that sale occurs, including in connection with our initial business combination, which may negatively impact our ability to consummate our initial business combination or to otherwise issue additional securities or obtain additional financing in the future and could negatively impact the ability of our security holders to trade, and result in further reduced liquidity and demand for, our securities; and | |
| ● | a limited amount of news and analyst coverage. |
Additionally, under the Merger Agreement, one of the conditions to Closing is the listing by Nasdaq of the PubCo ordinary shares and PubCo warrants and satisfaction of initial and continued listing requirement. Following the desilting of our securities from the Nasdaq, PubCo may face increased difficulties and uncertainties in meeting the initial and continued listing requirement of Nasdaq, such as the requirements as to the market value of unrestricted publicly held shares and market value of listed securities, and therefore face increased uncertainties as to its ability to successfully consummate the Business Combination.
You must tender your shares of Globalink common stock in order to validly seek redemption at the Special Meeting.
In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Globalink’s transfer agent by two (2) business days before the Special Meeting, or deliver your shares of Globalink common stock to the transfer agent electronically using The DTC’s DWAC System, which election would likely be determined based on the manner in which you hold your shares of Globalink common stock. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Globalink’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Globalink does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Globalink’s consent, until the consummation of the Business Combination, or January 9, 2025 (or up to June 9, 2025 if Globalink further extends the timeline to complete its initial business combination) as determined by the Board. If you delivered your shares for redemption to Globalink’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Globalink’s transfer agent return the shares (physically or electronically).
If third parties bring claims against Globalink, the proceeds held in trust could be reduced and the per-share liquidation price received by Globalink’s stockholders may be less.
Globalink’s placing of funds in trust may not protect those funds from third party claims against Globalink. Although Globalink has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Globalink’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Globalink’s public stockholders. If Globalink liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in Globalink’s Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, Globalink cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for our stockholders may be less than $11.98 calculated based on the balance of the Trust Account of $3.33 million as of December 6, 2024, due to such claims.
Additionally, if Globalink is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Globalink’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, Globalink may not be able to return the estimated redemption price of $11.98 to Globalink’s public stockholders.
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We may be subject to U.S. foreign investment regulations which may impose conditions on or limit certain investors’ ability to purchase our securities or otherwise participate in the Business Combination, potentially making the securities less attractive to investors. Our future investments in U.S. companies may also be subject to U.S. foreign investment regulations.
We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.
The Sponsor is a Delaware limited liability company, has equity holders that reside outside the United States. Globalink therefore may be considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over Globalink for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If Globalink’s initial business combination with a U.S. business falls within CFIUS’s jurisdiction, Globalink may determine that it is required to make a mandatory filing or that it will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay Globalink’s initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order Globalink to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent Globalink from pursuing certain initial business combination opportunities that it believes would otherwise be beneficial to Globalink and its stockholders.
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and Globalink has limited time to complete its initial business combination. If Globalink cannot complete its initial business combination by January 9, 2025 (or up to June 9, 2025 if Globalink further extends the timeline to complete its initial business combination) because the review process drags on beyond such timeframe or because Globalink’s initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, Globalink may be required to liquidate. If Globalink liquidates, based on the Trust Account balance as of December 6, 2024 Globalink’s public stockholders may only receive approximately $10.98 per share of common stock, net of taxes payable, and the warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
The SEC issued final rules to regulate special purpose acquisition companies that may increase our costs and the time needed to complete our initial business combination.
On January 24, 2024, the SEC issued final rules and guidance relating to special purpose acquisition companies, like Globalink, regarding, among other things, disclosure in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transaction; and the potential liability of certain participants in proposed business combination transactions. The rules became effective as of July 1, 2024. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to Globalink’s disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on Globalink’s business, including its ability to complete the Business Combination, and results of operations.
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If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. To mitigate the risk of being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on July 27, 2023, the Company instructed Continental, the trustee of the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation. However, it is possible that a claim could be made that we were operating as an unregistered investment company prior to July 2023. This risk may be increased if we decide to hold the funds in the Trust Account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities again, rather than continuing to hold the funds in the Trust Account in cash.
If we were deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we were deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we can conduct our activities in such way that we would not be deemed an investment company, we may expect to abandon our efforts to complete the Business Combination and instead to liquidate. If we were required to liquidate, our stockholders would not be able to realize the benefits of owning shares of stock in the post-business combination company, including the potential appreciation in the value of our common stock and warrants following the Business Combination, and our warrants would expire worthless.
Any distributions received by Globalink’s stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Globalink was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities.
Globalink currently has until January 9, 2025 to complete its initial business combination, or it will be required to dissolve and liquidate. If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by the Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to the Sponsor depositing additional funds into the Trust Account. If Globalink is unable to consummate a transaction within the required time period, upon notice from Globalink, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, Globalink shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Globalink cannot assure you that there will be sufficient funds for such purpose.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately the proceeds of the promissory notes held outside of the Trust Account we issued to PGM as of the date of this proxy statement/prospectus, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe or for working capital purposes.
However, we may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.
If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.
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There is no assurance that Globalink’s diligence will reveal all material risks that may be present with regard to Alps. Subsequent to the completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.
Even though Globalink conducted a due diligence investigation of Alps, it cannot be sure that this diligence uncovered all material issues that may be present inside Alps or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Alps and its business and outside of its control will not later arise. Alps is a privately held company that expects to operate its planned business and offer services that have not yet been fully developed or been commercialized and Globalink therefore has made its decision to pursue a business combination with Alps on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if Globalink’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Accordingly, any stockholders of Globalink who choose to remain shareholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Globalink’s officers or directors of a duty of care or other fiduciary duty owed by them to Globalink, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.
Because the Combined Company will be a publicly traded company by virtue of mergers as opposed to an underwritten initial public offering, the process does not use the services of one or more underwriters, which could result in less diligence being conducted.
In an underwritten initial public offering, underwriters typically conduct due diligence on the company being taken public in order to establish a due diligence defense against liability claims under federal securities laws. Because Globalink is already a publicly traded company, an underwriter has not been engaged. While the Sponsor may have an inherent conflict of interest because its shares, rights and warrants will be worthless if a business combination is not completed, management and the board of directors of the acquirer, as well as private investors, undertake a certain level of due diligence. However, this due diligence is not necessarily the same level of due diligence undertaken by an underwriter in a traditional initial public offering. If such investigation had occurred, certain information in this proxy statement/prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.
Stockholder litigation and regulatory inquiries and investigations are expensive and could harm Globalink’s operating results and could divert management attention.
In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against Globalink, whether or not resolved in Globalink’s favor, could result in substantial costs and divert Globalink’s management’s attention from other business concerns, which could adversely affect Globalink’s business and cash resources and the ultimate value Globalink’s stockholders receive as a result of the Business Combination.
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The Initial Stockholders, Globalink’s executive officers and directors who own shares of common stock will lose their entire investment in Globalink if the Business Combination or an alternative business combination is not completed, and because Globalink’s Initial Stockholders, executive officers and directors will not participate in liquidation distributions and will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Alps was appropriate for Globalink’s initial business combination.
As of the Record Date, the Initial Stockholders owned an aggregate of 2,875,000 shares of common stock. They have waived their right to redeem any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of common stock to Globalink in a tender offer in connection with a proposed initial business combination, or to receive distributions with respect to any shares of common stock upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. Based on a market price of $11.95 per unit on December 12, 2024, the value of the Founder Shares was $34.36 million. The Founder Shares acquired prior to the IPO will be worthless if Globalink does not consummate a business combination. The personal and financial interests of Globalink’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Globalink’s initial business combination, its Initial Stockholders, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Globalink’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Globalink’s behalf. However, Globalink’s Initial Stockholders, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of Globalink’s Initial Stockholders, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination. Consequently, our directors’ discretion in identifying and selecting Alps as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Globalink’s public stockholders’ best interest.
Globalink is requiring stockholders who wish to redeem their shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.
Globalink is requiring public stockholders who wish to redeem their shares of common stock to either tender their certificates to Continental or deliver their shares to Continental electronically using the Depository Trust Company’s, or DTC, DWAC System two (2) business days before the Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is Globalink’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because Globalink does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Globalink has been advised that it takes a short time to deliver shares through the DWAC System, Globalink cannot assure you of this fact. Accordingly, if it takes longer than Globalink anticipates for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares of common stock.
Globalink will require its public stockholders who wish to redeem their shares of common stock in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.
If Globalink requires public stockholders who wish to redeem their shares of common stock in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Globalink will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their shares of common stock in such a circumstance will be unable to sell their securities after the failed acquisition until Globalink has returned their securities to them. The market price for common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.
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If Globalink’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of the Combined Company’s securities.
Globalink’s Initial Stockholders are entitled to make a demand that it register the resale of their Founder Shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the holder of the private units and any units the Sponsor, Initial Stockholders, officers, directors, or their affiliates may be issued in payment of working capital loans made to Globalink, are entitled to demand that Globalink register the resale of the private units and any other units Globalink issues to them (and the underlying securities) commencing at three months after Globalink consummates an initial business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be at least an additional 2,875,000 PubCo ordinary shares and the securities underlying Globalink’s 570,000 units eligible for trading in the public market, including 570,000 ordinary shares and 57,000 ordinary shares upon conversion of private rights. The presence of these additional ordinary shares and securities underlying Globalink’s units trading in the public market may have an adverse effect on the market price of Combined Company’s securities.
If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of Combined Company’s securities may decline.
The market price of Combined Company’s securities may decline as a result of the Business Combination if:
| ● | Combined Company does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or | |
| ● | The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts. |
Accordingly, investors may experience a loss as a result of decreasing share prices of the Combined Company.
Globalink’s and Alps Holdco’s directors and officers may have certain conflicts in determining to recommend the acquisition of Alps, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.
Globalink’s and Alps Holdco’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, including, among others, the continued service as an officer or director of the Combined Company, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of PubCo ordinary shares, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the shares of common stock are owned by Globalink’s management and directors, or their affiliates and associates, would become worthless if either the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved and Globalink otherwise fails to consummate a business combination prior to its liquidation. See “The Acquisition Merger Proposal (Proposal 2) — Interests of Certain Persons in the Business Combination” beginning on page 136 for additional information.
Globalink and Alps have incurred and expect to incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Globalink.
Globalink and Alps have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Globalink expects to incur approximately $1 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Globalink. If the Business Combination is not consummated, Globalink may not have sufficient funds to seek an alternative business combination and may be forced to voluntarily liquidate and subsequently dissolve.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.
The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information and Notes” for more information. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and the Combined Company’s financial position and future results of operations.
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In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Company’s financial condition or results of operations following the Closing. Any potential decline in the Combined Company’s financial condition or results of operations may cause significant variations in the stock price of the Combined Company.
In the event that a significant number of shares of common stock are redeemed, the PubCo ordinary shares may become less liquid following the Business Combination. The ability of Globalink stockholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow Globalink to complete the Business Combination or optimize its capital structure.
If a larger number of shares are submitted for redemption than Globalink currently expects and such redemptions or other conditions such as the PIPE Investment are determined to be insufficient or result in a failure to satisfy the net tangible asset requirement set forth in Globalink’ Globalink Charter, Globalink may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-party financing. Third-party financing may not be available to Globalink. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.
If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until Globalink liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an extension or certain other corporation actions as set forth in the Globalink Charter. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time Globalink’ stock may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Globalink’ redemption until Globalink liquidates, consummates an alternative initial business combination, effectuates an extension or takes certain other actions set forth in the Globalink Charter or you are able to sell your share in the open market.
The Combined Company will be required to meet the initial listing requirements to be listed on the Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.
If the Combined Company fails to meet the continued listing requirements and Nasdaq delists its securities, the Combined Company could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for its securities; | |
| ● | a limited amount of news and analyst coverage for the Combined Company; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
If the conditions to the Business Combination are not met, the Business Combination may not occur.
Even if the Business Combination is approved by the stockholders of Globalink and Alps Holdco Shareholders, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Merger Agreement. See “The Acquisition Merger Proposal (Proposal 2) — Conditions to the Closing of the Business Combination” below for a more complete summary. Globalink and Alps Holdco cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause Globalink and Alps Holdco to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, Globalink may not be able to find another potential candidate for its initial business combination prior to Globalink’s deadline (currently January 9, 2025 and may be extended to June 9, 2025 on a monthly basis by resolutions of its Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), and Globalink will be required to liquidate.
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Globalink may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.
Globalink may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board will evaluate the materiality of any waiver to determine whether an amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the Board determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, Globalink has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to Globalink’s obligations to close the Business Combination that there be no applicable law and no injunction or other order restraining or imposing any condition on the consummation of the Business Combination. However, if the Board determines that any such order or injunction is not material to the business of Alps, then the Board may elect to waive that condition without stockholder approval and close the Business Combination.
Globalink’s stockholders will experience immediate and substantial dilution as a consequence of the issuance of PubCo ordinary shares as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that Globalink’s current stockholders have on the management of the Combined Company.
It is anticipated that upon completion of the Business Combination, under a no redemption scenario, Globalink’s public stockholders and Globalink’s right holders (other than the PIPE Investors) will retain an ownership interest of approximately 0.8% in the Combined Company, the PIPE Investors will own approximately 2.4% of the Combined Company, assuming the PIPE Investors will hold 4,020,000 PubCo ordinary shares, the Sponsor, officers, directors and other holders of Founder Shares will retain an ownership interest of approximately 1.7% of the Combined Company, PGM, an affiliate of the Sponsor, will retain an ownership interest of approximately 0.4% in the Combined Company, IBDC Asia Sdn. Bhd., an advisory firm to Alps, will own approximately 0.9% of the Combined Company, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion, and the Alps Holdco Shareholders will own approximately 93.8% of the Combined Company.
At the Closing, all outstanding Alps Holdco ordinary shares will be exchanged for PubCo ordinary shares. As a result, it is anticipated that upon completion of the Business Combination, under a maximum contractual redemption scenario, Globalink’s public stockholders and Globalink’s right holders (other than the PIPE Investors) will retain voting power of approximately 0.7% in the Combined Company, the PIPE Investors will have voting power approximately 2.4% in the Combined Company, assuming the PIPE Investors will hold 4,020,000 PubCo ordinary shares, the Sponsor, officers, directors and other holders of Founder Shares will have voting power of approximately 1.7% in the Combined Company, PGM, an affiliate of the Sponsor, will retain an ownership interest of approximately 0.4% in the Combined Company, IBDC Asia Sdn. Bhd., an advisory firm to Alps, will own approximately 0.9% of the Combined Company, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion, and the Alps Holdco Shareholders will have voting power of approximately 93.9% of the Combined Company.
The ownership percentage with respect to the Combined Company does not take into account the redemption of any shares of common stock by the Globalink public stockholders. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the Globalink stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information and Notes.”
Our ability to consummate a business combination may be materially adversely affected by the COVID-19 pandemic.
The ongoing COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected and could continue to adversely affect the economies and financial markets worldwide, and the business of Alps or any other target business with which we consummate a business combination has been and could continue to be materially and adversely affected. The extent to which COVID-19 may further impact our ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted. If the disruptions posed by the COVID-19 pandemic or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
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Cayman Islands law and the Combined Company’s PubCo A&R Memorandum and Articles will contain certain provisions, including anti-takeover provisions, which limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
The Proposed PubCo A&R Memorandum and Articles that will be in effect upon consummation of the Business Combination, and the Companies Act, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Combined Company Board and therefore depress the trading price of the PubCo ordinary shares. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the current members of the Alps Holdco Board or taking other corporate actions, including effecting changes in the management of the Combined Company. Among other things, the Proposed PubCo A&R Memorandum and Articles include provisions regarding:
| ● | the ability of the Combined Company Board to issue preferred shares and to determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
| ● | the limitation of the liability of, and the indemnification of, the Combined Company’s directors and officers; | |
| ● | controlling the procedures for the conduct and scheduling of board of directors and shareholder meetings; and | |
| ● | the requirement for the affirmative vote of holders of a majority of not less than two-thirds of the voting power of all of the then outstanding shares, voting together as a single class, to amend, alter, change or repeal any provision of the Proposed PubCo A&R Memorandum and Articles, which could preclude shareholders from bringing matters before annual or extraordinary general meeting of shareholders and delay changes in the Combined Company Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt. |
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Combined Company Board or management.
Any provision of the PubCo A&R Memorandum and Articles or Cayman Islands law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of the Combined Company’s share capital and could also affect the price that some investors are willing to pay for the PubCo ordinary shares.
Risks Related to the PubCo ordinary shares
The Combined Company’s share price may fluctuate significantly.
The market price of the PubCo ordinary shares may fluctuate widely, depending on many factors, some of which may be beyond PubCo’s control, including:
| ● | actual or anticipated fluctuations in PubCo’s results of operations due to factors related to its business; | |
| ● | success or failure of its business strategies; | |
| ● | competition and industry capacity; |
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| ● | changes in interest rates and other factors that affect earnings and cash flow; | |
| ● | its level of indebtedness, its ability to make payments on or service its indebtedness and its ability to obtain financing as needed; | |
| ● | its ability to retain and recruit qualified personnel; | |
| ● | its quarterly or annual earnings, or those of other companies in its industry; | |
| ● | announcements by PubCo or its competitors of significant acquisitions or dispositions; | |
| ● | changes in accounting standards, policies, guidance, interpretations or principles; | |
| ● | the failure of securities analysts to cover, or positively cover, its ordinary shares after the Business Combination; |
| ● | changes in earnings estimates by securities analysts or its ability to meet those estimates; | |
| ● | the operating and stock price performance of other comparable companies; | |
| ● | investor perception of the company and its industry; | |
| ● | overall market fluctuations unrelated to its operating performance; | |
| ● | results from any material litigation or government investigation; | |
| ● | changes in laws and regulations (including tax laws and regulations) affecting its business; | |
| ● | changes in capital gains taxes and taxes on dividends affecting shareholders; and | |
| ● | general economic conditions and other external factors. |
Low trading volume for the PubCo ordinary shares, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on share price volatility.
Should the market price of the Combined Company’s shares drop significantly, shareholders may institute securities class action lawsuits against the Combined Company. A lawsuit against the Combined Company could cause the Combined Company to incur substantial costs and could divert the time and attention of its management and other resources.
Your percentage ownership in the Combined Company may be diluted by the Earnout Shares, the PIPE Investment and other equity issuance in the future.
Shareholders’ percentage ownership in the Combined Company may be diluted in the future if the Earnout Shares are issued, or due to the exercise of outstanding options, warrants and rights, or as a result of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that the Combined Company will be granting to directors, officers and other employees.
Following the execution of the Merger Agreement, PubCo, Globalink and Alps Holdco entered into the Subscription Agreements with certain accredited investors on June 4, 2024, June 5, 2024 and August 27, 2024, pursuant to which the investors have agreed to purchase, and PubCo has agreed to sell to the PIPE Investors, an aggregate of $40,200,000 worth of PubCo ordinary shares, or 4,020,000 PubCo ordinary shares.
From time-to-time, the Combined Company may opportunistically evaluate and pursue acquisition opportunities, including acquisitions for which the consideration thereof may consist partially or entirely of newly-issued ordinary shares of Combined Company and, therefore, such transactions, if consummated, would dilute the voting power and/or reduce the value of the PubCo ordinary shares.
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An active, liquid trading market for the PubCo ordinary shares may not develop, which may limit your ability to sell your shares.
An active trading market for the PubCo ordinary shares may never develop or be sustained following the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither the Combined Company nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the PubCo ordinary shares. An inactive market may also impair the Combined Company’s ability to raise capital to continue to fund operations by issuing shares and may impair the Combined Company’s ability to acquire other companies or technologies by using the Combined Company’s shares as consideration.
Because there are no current plans to pay cash dividends on the PubCo ordinary shares for the foreseeable future, you may not receive any return on investment unless you sell your PubCo ordinary shares at a price greater than what you paid for it.
The Combined Company intends to retain its future earnings, if any, for future operations, expansion and pipeline development activities, and there are no current plans to pay any cash dividends for the foreseeable future. Additionally, the Combined Company does not plan to use its retained earnings for debt repayment. As a result, you may not receive any return on an investment in the PubCo ordinary shares unless you sell your PubCo ordinary shares for a price greater than that which you paid for it.
The issuance of additional ordinary shares or convertible securities may dilute your ownership and could adversely affect the share price.
From time to time in the future, the Combined Company may issue additional ordinary shares or securities convertible into ordinary shares pursuant to a variety of transactions, including acquisitions. Additional ordinary shares may also be issued upon exercise of outstanding share options and warrants to purchase ordinary shares. The issuance by PubCo of additional ordinary shares or securities convertible into ordinary shares would dilute your ownership of the Combined Company and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of PubCo ordinary shares. Subject to the satisfaction of vesting conditions and the expiration of lockup agreements, shares issuable upon exercise of options will be available for resale immediately in the public market without restriction.
Issuing additional shares of the Combined Company’s share capital, other equity securities, or securities convertible into equity may dilute the economic and voting rights of the Combined Company’s existing shareholders, reduce the market price of the PubCo ordinary shares, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit the Combined Company’s ability to pay dividends to the holders of its ordinary shares. The Combined Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing, or nature of PubCo’s future offerings. As a result, holders of the PubCo ordinary shares bear the risk that the Combined Company’s future offerings may reduce the market price of the PubCo ordinary shares and dilute their percentage ownership.
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Future sales, or the perception of future sales, of the PubCo ordinary shares by the Combined Company or its existing shareholders in the public market could cause the market price for the PubCo ordinary shares to decline.
The sale of substantial amounts of PubCo ordinary shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of the PubCo ordinary shares. These sales, or the possibility that these sales may occur, also might make it more difficult for the Combined Company to sell equity securities in the future at a time and at a price that it deems appropriate.
In connection with the Business Combination, certain Alps Holdco Shareholders have agreed that, subject to certain exceptions, they will not, during the period beginning at the effective time of the Business Combination and the date that is six months after the date of the Business Combination (subject to early release if Alps Holdco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any PubCo ordinary shares, or any options or warrants to purchase any PubCo ordinary shares, or any securities convertible into, exchangeable for, or that represent the right to receive PubCo ordinary shares, or any interest in any of the foregoing.
Upon the expiration or waiver of the lock-up described above, shares held by these shareholders will be eligible for resale, subject to, in the case of shareholders who are PubCo’s affiliates, volume, manner of sale, and other limitations under Rule 144 promulgated under the Securities Act.
In addition, certain shareholders of the Combined Company will have registration rights under a registration rights agreement to be entered into prior to the Closing pursuant to which the Combined Company is obligated to register such shareholders’ PubCo ordinary shares and other securities that such shareholders may acquire after the Closing. Upon the effectiveness of the applicable registration statement, these PubCo ordinary shares will be available for resale without restriction, subject to any lock-up agreement.
The market price of PubCo ordinary shares could drop significantly if the holders of the shares described above sell them or are perceived by the market as intending to sell them. The market price of the PubCo ordinary shares may also decline as a result of the Business Combination for a number of reasons including if:
● investors react negatively to the prospects of the Combined Company’s business and the prospects of the Business Combination;
● the effect of the Business Combination on the Combined Company’s business and prospects is not consistent with the expectations of financial or industry analysts; or
● the Combined Company does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.
These factors could also make it more difficult for the Combined Company to raise additional funds through future offerings of PubCo ordinary shares or other securities.
If securities or industry analysts publish inaccurate or unfavorable research or reports about the Combined Company’s business, its share price and trading volume could decline.
The trading market for the PubCo ordinary shares depends, in part, on the research and reports that third-party securities analysts publish about the Combined Company and the industries in which the Combined Company operates. The Combined Company may be unable or slow to attract research coverage and if one or more analysts cease coverage of the Combined Company, the price and trading volume of its securities would likely be negatively impacted. If any of the analysts that may cover the Combined Company change their recommendation regarding the PubCo ordinary shares adversely or provide more favorable relative recommendations about the Combined Company’s competitors, the price of its ordinary shares would likely decline. If any analyst that may cover the Combined Company ceases covering the Combined Company or fails to regularly publish reports on the Combined Company, the Combined Company could lose visibility in the financial markets, which could cause the price or trading volume of the PubCo ordinary shares to decline. Moreover, if one or more of the analysts who cover the Combined Company downgrades the PubCo ordinary shares, or if the Combined Company’s reporting results do not meet their expectations, the market price of the PubCo ordinary shares could decline.
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The Combined Company may be subject to securities litigation, which is expensive and could divert management attention.
Following the Business Combination, the price of the PubCo ordinary shares may be volatile and, in the past, companies that have experienced volatility in the market price of their ordinary shares have been subject to securities litigation, including class action litigation. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on the Combined Company’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject the Combined Company to significant liabilities.
As a foreign private issuer, PubCo is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if PubCo complies fully with corporate governance listing standards .
As a foreign private issuer, PubCo has the privilege of utilizing certain provisions within the Nasdaq listing rules that permit adherence to Cayman Islands law for specific governance matters. It is important to note that corporate governance practices in the Cayman Islands may differ markedly from those mandated by corporate governance listing standards. With the exception of general fiduciary duties and duties of care, Cayman Islands law lacks a prescribed corporate governance regime outlining specific standards.
Upon the Closing, PubCo intends to maintain adherence to Cayman Islands corporate governance practices, rather than conforming to the corporate governance requirements stipulated by the Nasdaq. Notably, there is no Cayman Islands legal requirement mandating that PubCo’s board of directors must comprise a majority of independent directors. Similarly, Cayman Islands law does not impose specific obligations regarding the establishment of a compensation committee, audit committee, or the nominating process.
By opting to follow its home country practices, PubCo’s shareholders may receive comparatively less protection than they would under corporate governance listing standards applicable to U.S. domestic issuers.
PubCo may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.
PubCo operates as a foreign private issuer, exempting it from full compliance with the periodic disclosure and current reporting obligations outlined in the Exchange Act applicable to U.S. domestic issuers. This designation is reassessed annually, typically on the final business day of PubCo’s most recently completed second fiscal quarter. PubCo would lose its foreign private issuer status if, for example, more than 50% of its ordinary shares are directly or indirectly held by residents of the U.S. and it fails to meet additional requirements necessary to maintain its foreign private issuer status.
Should this occur, PubCo would be compelled to adhere to SEC reporting standards applicable to U.S. domestic issuers, necessitating the submission of more comprehensive and detailed periodic reports and registration statements. Furthermore, PubCo would be subject to U.S. federal proxy requirements, and PubCo’s officers, directors, and principal shareholders would fall under the short-swing profit disclosure and recovery provisions outlined in Section 16 of the Exchange Act.
In addition, the loss of PubCo’s foreign private issuer status would result in the forfeiture of exemptions from specific corporate governance obligations outlined in the Nasdaq listing rules. Transitioning into a U.S. listed public company would entail substantial additional legal, accounting, and operational costs not incurred as a foreign private issuer. These include ongoing expenses related to compliance efforts and listing requirements on a U.S. securities exchange.
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The consummation of the Business Combination is subject to various conditions, some beyond the involved parties’ control. If these conditions are not met, the Business Combination may not be consummated.
The Merger Agreement contains a number of conditions that must be fulfilled (or waived by the parties) to complete the Business Combination. These conditions include, among other customary conditions, (i) the absence of an enacted or promulgated law by any governmental entity of competent jurisdiction that remains in effect that precludes, restrains, enjoins or prohibits the consummation of the Business Combination, (ii) the absence of any temporary restraining order, preliminary or permanent injunction or any other order in effect precluding, restraining, enjoining, prohibiting, suspending or making illegal the consummation of the Business Combination, (iii) the SEC having declared effective a registration statement on Form F-4 of which this proxy statement/prospectus forms a part and the absence of a stop order suspending such effectiveness issued by the SEC and remaining in effect and the absence of any proceeding initiated for that purpose by the SEC and not subsequently withdrawn, (iv) the approval for listing of PubCo’s securities on Nasdaq, (v) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the parties contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement, and (vi) the absence of a material adverse effect with respect to each of the parties thereto.
The required satisfaction (or waiver) of the foregoing conditions could delay the completion of the Business Combination for a significant period of time or prevent it from occurring. Further, there can be no assurance that the conditions to the closing of the Business Combination will be satisfied or waived or that the Business Combination will be completed.
The Combined Company may not fully realize the anticipated benefits of the Business Combination or realize such benefits within the timing anticipated.
The parties entered into the Merger Agreement because they believe that the Business Combination will be beneficial to each of Globalink and Alps Holdco and their respective stockholders/shareholders. The Combined Company may not be able to achieve the anticipated long-term strategic benefits of the Business Combination within the timing anticipated or at all. Any delays and challenges that may be encountered in completing the Business Combination or in the post-combination process of consolidation could have an adverse effect on the business and results of operations of the Combined Company, and the value of PubCo ordinary shares after the completion of the Business Combination may be materially and adversely affected.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under the law of the Cayman Islands, and after the Business Combination, PubCo intends to conduct its operations and a majority of its directors and executive officers will reside outside of the United States.
PubCo is incorporated under the laws of the Cayman Islands. Upon the completion of the Business Combination, PubCo will conduct a majority of its operations and a majority of its directors and executive officers after the completion of the Business Combination will reside outside of the United States. PubCo’s corporate affairs are governed by PubCo A&R Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary responsibilities of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.
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We have been advised by our Cayman Islands legal counsel, that there is uncertainty as to whether the courts of the Cayman Islands would (i) to recognize or enforce against us, judgments of courts of the United States obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; and (ii) entertain original actions brought in the Cayman Islands, to impose liabilities against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is currently no statutory enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments obtained in the United States, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act.
Ogier (Cayman) LLP has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal, punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
Shareholders of Cayman Islands exempted companies such as PubCo have limited rights under Cayman Islands laws to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under PubCo A&R Memorandum and Articles of Association to determine whether or not, and under what conditions, PubCo’s corporate records may be inspected by PubCo’s shareholders, but are not obliged to make them available to PubCo’s shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company. Therefore, you may not be able to effectively enjoy the protection offered by the U.S. laws and regulations that intend to protect public investors.
Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against PubCo or its management named in the proxy statement/prospectus based on foreign laws, and therefore you may not be afforded the same protection as provided to investors in U.S. domestic companies.
PubCo is an exempted company incorporated and registered under the laws of the Cayman Islands. Upon the completion of the Business Combination, PubCo will conduct its operations, through its subsidiary, Alps, which is located in Malaysia and a majority of its post-combination directors and executive officers, will also reside outside of the United States. As a result, it may be difficult or impossible for you to bring an action against PubCo or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against PubCo and its officers and directors. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Malaysia may render you unable to enforce a judgment against PubCo, its assets, directors and officers or their assets. Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies.
Management has been advised that the Cayman Islands and Malaysia do not have treaties with the United States for the reciprocal recognition and enforcement of court judgments. Additionally, it is uncertain whether the existing extradition treaties between the United States and Malaysia would allow for the effective enforcement of criminal penalties under U.S. federal securities laws.
Additionally, PubCo’s corporate affairs will be governed by the PubCo A&R Memorandum and Articles, the Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take action against directors, the actions of minority shareholders, and the fiduciary duties of PubCo’s directors to PubCo are largely governed by Cayman Islands common law. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law may not be as well-defined as under statutes or judicial precedent in certain U.S. jurisdictions. Specifically, the Cayman Islands has different securities laws than the United States. Some U.S. states, such as Delaware, have more extensively developed and judicially interpreted corporate laws than the Cayman Islands. Furthermore, Cayman Islands companies may not have the standing to initiate shareholder derivative actions in U.S. federal courts.
Shareholders of Cayman Islands exempted companies like PubCo have limited rights under Cayman Islands law to inspect corporate records. PubCo’s directors have discretion under the PubCo A&R Memorandum and Articles to decide whether and under what conditions PubCo’s corporate records may be inspected by its shareholders. PubCo is not required to make these records available to shareholders, except in limited circumstances as required by the Companies Act. This may make it more difficult for shareholders to obtain the information necessary to support a shareholder motion or to solicit proxies for a proxy contest. See “Description of PubCo’s Securities—Inspection of Books and Records.”
Certain corporate governance practices in the Cayman Islands, which is PubCo’s home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. If PubCo chooses to follow home country practices regarding corporate governance matters, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all the above, PubCo’s shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
PubCo may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.
If PubCo or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder of PubCo ordinary shares or PubCo warrants, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that PubCo or its subsidiaries are not currently PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2024 or going forward, which will preclude U.S. Holders from making or maintaining a “qualified electing fund” election under Section 1295 of the Code. Please see the section titled “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Status” for a more detailed discussion with respect to PubCo’s potential PFIC status and certain tax implications thereof. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of PubCo securities.
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The IRS may not agree with the position that PubCo should be treated as a foreign corporation for U.S. federal income tax purposes following the Business Combination, which could have a material adverse effect on PubCo’s financial position and results from operations and on non-U.S. holders of PubCo securities.
Although PubCo will be incorporated under the laws of the Cayman Islands, the IRS may assert that PubCo should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation. Because PubCo will be incorporated under the laws of the Cayman Islands, PubCo would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) for U.S. federal income tax purposes. Section 7874 provides an exception pursuant to which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and require analysis of all relevant facts and circumstances, and there is limited guidance and significant uncertainties as to their application. If it were determined that PubCo should be taxed as a U.S. corporation for U.S. federal income tax purposes under section 7874, PubCo would be subject to U.S. federal income tax on its taxable income like any other U.S. corporation and certain distributions made by PubCo to non-U.S. holders of PubCo securities would be subject to U.S. withholding tax at the rate of 30% or such lower rate as provided by an applicable treaty. Taxation as a U.S. corporation could also have a material adverse effect on PubCo’s financial position and results from operations.
As more fully described under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of the Business Combination to Globalink and PubCo — Tax Residence of PubCo for U.S. Federal Income Tax Purposes,” PubCo intends to take the position that section 7874 is currently expected to apply in a manner such that PubCo should not be treated as a U.S. corporation for U.S. federal income tax purposes, based on its position that after completion of the Business Combination, former Globalink stockholders will own, by reason of owning (or being treated as owning) shares of Globalink common stock, less than 80% of the voting power and value of the PubCo securities (the “Ownership Test”). However, PubCo’s position depends in part on the position that the Ownership Test is determined after the Business Combination rather than immediately after the Redomestication Merger for purposes of Section 7874 of the Code. Further, holders are cautioned that the application of section 7874 to PubCo is extremely complex and the applicable Treasury Regulations are subject to significant uncertainty and there is limited guidance regarding their application. Moreover, the application of section 7874 to the facts and circumstances of the proposed transaction are uncertain. In addition, there could be a future change in law under section 7874, the Treasury Regulations promulgated thereunder or otherwise that could have an effect on the application of section 7874 to PubCo. No IRS ruling has been requested or will be obtained regarding the U.S. federal income tax consequences of the Business Combination or any other matter described in this proxy statement/prospectus. The IRS may not agree with PubCo’s position that it should be treated as a non-U.S. corporation for U.S. federal income tax purposes, and there can be no assurance that, if challenged, such treatment will be sustained by a court.
Changes to, or changes in interpretations of, tax laws could have a material adverse effect on the PubCo’s business, financial condition and results of operations.
PubCo is subject to income taxes and non-income taxes in the United States and other countries in which it transacts or conducts business, and such laws and rates vary by jurisdiction. Tax laws and regulations, including at non-U.S. and U.S. federal and local jurisdictions, frequently change, especially in relation to the interpretation of existing tax laws for new and emerging industries, and PubCo cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future tax laws.
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Any changes in the taxation of PubCo’s business activities may increase its worldwide effective tax rate and harm its business, financial condition and results of operations. PubCo’s tax expense could also be impacted by the applicability of withholding taxes and the impact of changes in the evaluation of tax positions PubCo has taken in prior tax periods. The amount of taxes PubCo pays in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could harm PubCo’s liquidity and results of operations.
All statements contained herein concerning U.S. federal income or other tax consequences are based on existing law and interpretations thereof. The tax regimes to which PubCo is subject or under which PubCo operates, including income and non-income taxes, are unsettled and may be subject to significant change. While some of these changes could be beneficial, others could negatively affect PubCo’s after-tax returns. Accordingly, no assurance can be given that the currently anticipated tax treatment will not be modified by legislative, judicial or administrative changes, possibly with retroactive effect. In addition, no assurance can be given that any tax authority or court will agree with any particular interpretation of the relevant laws.
PubCo may adopt share incentive plans in the future, which may adversely affect PubCo’s results of operations.
PubCo may adopt share-based incentive plan in the future, and grant share-based awards to its employees, directors and consultants to incentivize their performance and align their interests with that of PubCo. If PubCo adopts share-based incentive plan and grant share-based compensation in the future, it will be required to account such awards for share-based compensation expenses in accordance with the applicable accounting standards. The Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation generally requires a company to recognize, as an expense, the fair value of share options and other equity incentives to employees based on the fair value of equity awards on the date of the grant, with the compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. If PubCo adopts any such share incentive plan and grant options or other equity incentives in the future, such grants could have dilutive impact on PubCo’s existing shareholders, and cause PubCo to incur significant compensation charges and its results of operations could be adversely affected.
Risks Related to Redemption
Globalink’s public stockholders who wish to redeem their public shares of Globalink common stock for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares of Globalink common stock for a pro rata portion of the funds held in the Trust Account.
A public stockholder will be entitled to receive cash for any public shares to be redeemed only if such public stockholder: (1)(a) holds shares of Globalink common stock, or (b) if he, she or it holds shares of Globalink common stock through units, such public stockholder elects to separate its units into the underlying shares of Globalink common stock, rights and warrants prior to exercising his, her or its redemption rights with respect to the shares of Globalink common stock; (2) prior to , Eastern Time, on , 2025 (two business days before the scheduled date of the Special Meeting) submits a written request to Continental, Globalink’s transfer agent, that Globalink redeem all or a portion of his, her or its shares of Globalink common stock for cash; and (3) delivers his, her or its shares of Globalink common stock to Globalink’s transfer agent physically or electronically through DTC. In order to obtain a physical share certificate, a stockholder’s broker or clearing broker, DTC and Globalink’s transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Globalink’s transfer agent. However, because we do not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public stockholders who wish to redeem their shares of Globalink common stock may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares of Globalink common stock.
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If a public stockholder of Globalink fails to receive notice of Globalink’s offer to redeem shares of Globalink common stock in connection with the Business Combination or fails to comply with the procedures for tendering its shares, such shares of Globalink common stock may not be redeemed.
If, despite Globalink’s compliance with the proxy rules, a public stockholder fails to receive Globalink’s proxy materials, such public stockholder may not become aware of the opportunity to redeem his, her or its public shares of Globalink common stock. In addition, the proxy materials that Globalink is furnishing to holders of public shares in connection with the Business Combination describe the various procedures that must be complied with in order to validly redeem the public shares of Globalink common stock. In the event that a public stockholder fails to comply with these procedures, its public shares of Globalink common stock may not be redeemed. Please see the section entitled “The Special Meeting — Redemption Rights” for additional information on how to exercise your redemption rights.
If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20% of the public shares of Globalink common stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of the public shares of Globalink common stock.
A public stockholder of Globalink common stock, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the public shares of Globalink common stock. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, we will require each public stockholder seeking to exercise redemption rights to certify to Globalink whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Globalink at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Globalink makes the above-referenced determination. Your inability to redeem any such excess shares of Globalink common stock will reduce your influence over Globalink’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Globalink if you sell such excess shares in open market transactions.
There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.
We can give no assurance as to the price at which a shareholder may be able to sell his, her or its shares of the PubCo ordinary shares in the future following the Closing or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the price of the PubCo ordinary shares, and may result in a lower value realized now than a shareholder of the Combined Company might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public ordinary shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares of the PubCo ordinary shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.
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THE SPECIAL MEETING
General
We are furnishing this proxy statement/prospectus to the Globalink stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting of Globalink stockholders to be held on , 2025 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Globalink’s stockholders on or about , 2025 in connection with the vote on the Proposals. This proxy statement/prospectus provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Special Meeting.
Date, Time and Place
The Special Meeting will be held virtually at a.m., Eastern Time, on , 2025 and conducted exclusively via live webcast at , or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the Special Meeting, and you will not be able to attend the meeting in person. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for Globalink and its stockholders. The virtual meeting format allows attendance from any location in the world. You will be able to attend, vote your shares, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting via a live webcast available at .
Virtual Special Meeting Registration
To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of shares of Globalink common stock.
If your shares are registered in your name with Continental and you wish to attend the online-only virtual meeting, go to , enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the virtual Special Meeting.
Beneficial stockholders who wish to participate in the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to . Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting , a beneficial holder will receive an email prior to the meeting with a link and instructions for entering the virtual Special Meeting. Beneficial stockholders should contact at least two business days prior to the meeting date.
Accessing the Virtual Special Meeting Webcast
You will need your control number for access. If you do not have your control number, contact at the phone number or email address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact to have a control number generated. Continental contact information is as follows: or email .
Purpose of the Special Meeting
At the Special Meeting, Globalink is asking its stockholders to approve the following Proposals:
| ● | The Redomestication Merger Proposal (Proposal 1). |
| ● | The Acquisition Merger Proposal (Proposal 2). A copy of the Merger Agreement is attached to the proxy statement/prospectus as Annex A. |
| ● | The Nasdaq Proposals (Proposals 3). |
| ● | The Adjournment Proposal (Proposal 4). |
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You will be entitled to vote or direct votes to be cast at the Special Meeting if you own shares of Globalink common stock at the close of business on , 2025, which is the Record Date. You are entitled to one vote for each share of Globalink common stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 3,722,511 shares of Globalink common stock outstanding, of which 277,511 are public shares and 2,875,000 are Founder Shares held by the Initial Stockholders.
Vote of the Sponsor, Directors and Officers
In connection with the IPO, Globalink entered into agreements with each of its Initial Stockholders, private investor, directors and officers, pursuant to which each agreed to vote any shares of Globalink common stock owned by them in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal, and for all other Proposals presented at the Special Meeting. These agreements apply to Globalink’s initial stockholders as it relates to the Founder Shares and the requirement to vote such shares in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal and for all other Proposals presented to Globalink stockholders in this proxy statement/prospectus.
Globalink’s initial stockholders have waived any redemption rights, including with respect to shares of Globalink common stock issued or purchased in the IPO or in the aftermarket, in connection with Business Combination. The Founder Shares held by the Sponsor have no redemption rights upon Globalink’s liquidation and will be worthless if no business combination is effected by Globalink by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account).
On December 10, 2024, Globalink received a delisting determination letter from Nasdaq as the 36-month anniversary from its IPO has passed on December 9, 2024, and Globalink are no longer in compliance with Nasdaq Listing Rule IM 5101-2(b). Globalink’s securities were suspended from trading and delisted from Nasdaq on December 17, 2024. As of the same date, Globalink’s securities started trading on OTC Pink. There could be substantial risks to Globalink and PubCo the as a result of Globalink’s non-compliance with this rule. See “Risk Factors — Risks Related to Globalink’s Business and the Business Combination —Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a business combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.”
Quorum and Required Vote for Proposals
A quorum of Globalink stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of Globalink common stock outstanding and entitled to vote at the Special Meeting is represented in person online or by proxy at the Special Meeting.
The approval of the remaining Proposals (including the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals, and the Adjournment Proposal) each require the affirmative vote of the holders of a majority of the shares of Globalink common stock cast by the stockholders represented in person online or by proxy and entitled to vote thereon at the Special Meeting.
If either the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, the Nasdaq Proposals will not be presented to the Globalink stockholders for a vote. The Nasdaq Proposals are conditioned on the approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal. The Redomestication Merger Proposal and the Acquisition Merger Proposal generally are preconditions to the consummation of the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.
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It is important for you to note that in the event either the Redomestication Merger Proposal or the Acquisition Merger Proposal does not receive the requisite vote for approval, Globalink will not consummate the Business Combination. If Globalink does not consummate the Business Combination and fails to complete an initial business combination by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), Globalink will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the public stockholders.
Abstentions and Broker Non-Votes
Abstentions will have no effect on the outcome of the vote on the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals and Adjournment Proposal.
Recommendation of the Board
The Board:
| ● | has determined that each of the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals, and the Adjournment Proposal, are fair to, and in the best interests of, Globalink and its stockholders; | |
| ● | has approved the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals, and the Adjournment Proposal; and | |
| ● | recommends that the Globalink stockholders vote “FOR” each of the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals, and the Adjournment Proposal. |
When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of the Board and Globalink’s officers have interests in the Business Combination that may be different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:
| ● | The Initial Stockholders, including the officers and directors of Globalink, have waived their right to redeem any shares of Globalink common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Globalink common stock to Globalink in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to the Founder Shares upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. If an initial business combination, such as the Business Combination, is not completed by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), Globalink will be required to dissolve and liquidate. In such event, the 2,875,000 Founder Shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions through the Insider Letter, in consideration for inducing Chardan, the representative of the underwriters for Globalink’s IPO to proceed with the IPO, and the economic benefit the IPO would confer upon the Initial Stockholders and PGM. The Founder Shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share, and had a total market value of $34.36 million as of December 12, 2024. Accordingly, the Initial Stockholders will receive a positive rate of return so long as the market price of the Globalink common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. |
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| ● | The fact that the Initial Stockholders’ Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Initial Stockholders agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Lock-up Agreement) with respect to the Lock-Up Shares until (i) (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing; | |
| ● | The exercise of Globalink’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Globalink stockholders’ best interest. Globalink’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Globalink stockholders that they approve the Business Combination. Further, the interests of Globalink’s officers or directors may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Globalink. Public stockholders should take these interests into account in deciding whether to approve the Business Combination. | |
| ● | As of September 30, 2024, Globalink’s officers and directors have incurred an aggregate of $11,798 in out-of-pocket expenses. On each of September 5, 2023, September 29, 2023 and November 7, 2023, an affiliate of the Sponsor advanced $130,000 to the Company, for a total advance of $390,000, for Globalink’s extension payments. Unless Globalink consummates an initial business combination, Globalink’s officers, directors and the Sponsor (including its affiliates) will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. Upon the consummation of an initial business combination, Globalink’s offices, directors, and the Sponsor (including its affiliates) would be entitled to reimbursement for out-of-pocket expenses incurred by them from the Trust Account disbursements after redemption payouts and payments of deferred underwriting discounts. | |
| ● | The fact that, if the Trust Account is liquidated, including in the event Globalink is unable to complete an initial business combination within the required time period, the Sponsor has agreed to be liable to Globalink if and to the extent any claims by a vendor for services rendered or products sold to Globalink, or a prospective target business with which Globalink has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under Globalink’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. | |
| ● | As of the date hereof, the deadline that Globalink has to consummate its initial business combination has been extended for a total of eighteen times, and a total of US$1,950,000 has been deposited into the Trust Account in connection with the previous extensions. In connection with funding the extensions, Globalink has issued an aggregate of US$3.85 million in promissory notes to PGM, which are payable upon the Closing. In the event of a liquidation, PGM has waived its rights to any liquidation distributions through the Insider Letter. PGM is an affiliate of the Sponsor as its 95% equity holder has a familial relationship with the control person of the Sponsor. As a result, the Sponsor has an additional interest in causing Globalink to consummate its initial business combination due to its familial relationship with PGM. | |
| ● | After the Closing, the Sponsor will have the sole authority to handle various matters relating to the Escrow Account and indemnifications under the Merger Agreement. The Sponsor may have a conflict of interest when exercising such authority to handle matters relating to the Escrow Account and indemnifications after Closing, and they may not make decisions in the Globalink stockholders’ best interests. For details, see “Summary of the Proxy Statement/Prospectus—Parties to the Business Combination—Parent Representative.” |
These interests may have influenced Globalink’ directors in making their recommendation that you vote in favor of the approval of the Business Combination.
Upon the consummation of an initial business combination by Globalink, other than the PubCo ordinary shares that the Initial Stockholders are entitled to upon conversion of their shares of Globalink common stock at the completion of the Redomestication Merger, no additional compensation will be awarded to, earned by, or paid to the Sponsor, its affiliates or any promoters for all services rendered or to be rendered to Globalink and its affiliates. The Sponsor is expected to own an equity interest of approximately 1.7% in the Combined Company after the consummation of the Business Combination.
Prior to the consummation of an initial business combination by Globalink, the insider shares can only be transferred by the Initial Stockholders to (1) the Initial Stockholders or their respective affiliates or members, or to Globalink’s officers, directors, advisors and employees, (2) the Initial Stockholder’s affiliates or its members upon its liquidation, (3) to relatives and trusts for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death of an Initial Stockholder, (5) pursuant to a qualified domestic relations order, or (6) by private sales made at prices no greater than the price at which the Insider Shares were originally purchased.
Record Date; Who is Entitled to Vote
Globalink has fixed the close of business on , 2025, as the Record Date for determining those Globalink stockholders entitled to notice of and to vote at the Special Meeting. As of the close of business on , 2025, there were shares of Globalink common stock issued and outstanding and entitled to vote, of which are shares of Globalink common stock held by public stockholders, are shares held by the Initial Stockholders. Each holder of shares of Globalink common stock is entitled to one vote per share on each Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.
In connection with its IPO, Globalink entered into certain letter agreements pursuant to which the Initial Stockholders and PGM, an affiliate of the Sponsor, agreed to vote any shares of Globalink common stock owned by them in favor of Globalink’s initial business combination. The Initial Stockholders and PGM also entered into the Globalink Support Agreement, pursuant to which they agreed to, among other things, vote in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal, and the other Proposals. As of the date of this proxy statement/prospectus, the Initial Stockholders and PGM together hold approximately 92.6% of the outstanding shares of common stock.
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Voting Your Shares
Each share of Globalink common stock that you own in your name entitles you to one vote on each Proposal for the Special Meeting. Your proxy card shows the number of shares of common stock that you own.
Each share of common stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are three ways to vote your shares of common stock at the Special Meeting:
| 1. | Vote by Internet. |
| ● | Before the meeting: Go online to www.cstproxyvote.com. Use the Internet to transmit your voting instructions and for electronic delivery information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. However, if your shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of common stock. | |
| ● | During the meeting: Go online to https://www.cstproxy.com/ . You will be able to attend the Special Meeting online and vote your shares electronically until voting is closed. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. However, if your shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of common stock. |
| 2. | Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States). By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of common stock will be voted as recommended by the Board. The Board recommends voting “FOR” the Proposals. Votes submitted by mail must be received by 11:59 p.m., Eastern Time, , 2025. |
| 3. | Vote by telephone. You may vote by proxy by calling and following the instructions on the proxy card. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. However, if your shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of common stock. |
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Revoking Your Proxy
If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:
| ● | submitting a valid, later-dated proxy card or voting instructions via the Internet or by telephone before 11:59 p.m., Eastern Time, on the calendar day immediately preceding the Special Meeting, or by mail that is received prior to the Special Meeting; or | |
| ● | sending a written revocation of a proxy to Globalink’s proxy agent at , that bears a date later than the date of the proxy you want to revoke and is received prior to the date of the Special Meeting; or Special Meeting you may attend the Special Meeting, revoke your proxy, and vote during the virtual Special Meeting, as indicated above. |
Who Can Answer Your Questions About Voting Your Shares
If you have any questions about how to vote or direct a vote in respect of your shares of Globalink common stock, you may call Okapi Partners LLC, Globalink’s proxy solicitor, with individual call toll-free at (855) 305-0857 and banks and brokers call at (212) 297-0720.
No Additional Matters May Be Presented at the Special Meeting
The Special Meeting has been called only to consider the approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposals, and the Adjournment Proposal. Under Globalink Charter, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in the notice of the Special Meeting.
Redemption Rights
Pursuant to Globalink Charter, a holder of shares of Globalink common stock has the right to redeem such shares for cash equal to its pro rata share of the Trust Account (net of taxes payable) in connection with a business combination.
If you are a public stockholder and you seek to have your shares redeemed, you must submit your request in writing that Globalink redeems your shares of Globalink common stock for cash no later than p.m., Eastern Time on , 2025 (at least two business days before the Special Meeting). The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of shares of common stock to be redeemed and must be sent to Continental at the following address:
Continental Stock Transfer & Trust Company
1
State Street, 30th floor
New York, NY 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
You may tender the shares of Globalink common stock for which you are electing redemption by two (2) business days before the Special Meeting by either:
| ● | delivering certificates representing shares of Globalink common stock to Continental, or | |
| ● | delivering the shares of Globalink common stock electronically through the DWAC system. |
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Globalink stockholders will be entitled to redeem their shares of Globalink common stock for a full pro rata share of the Trust Account (anticipated to be no less than approximately $11.98 per share based on the balance of the Trust Account as of December 6, 2024).
Any corrected or changed written demand of redemption rights must be received by Continental two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two (2) business days prior to the vote at the Special Meeting.
Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of shares of Globalink common stock as of the Record Date. Any public stockholder who holds shares of Globalink common stock on or before , 2025 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.
In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Globalink’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case, two (2) business days before the Special Meeting.
If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is Globalink’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. Globalink does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical certificate. Stockholders who request physical certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Globalink anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.
If properly demanded by Globalink’s public stockholders, Globalink will redeem each share of Globalink common stock into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of December 6, 2024, this would amount to approximately $11.98 per share. If you exercise your redemption rights, you will be exchanging your shares of Globalink common stock for cash and will no longer own the shares.
Holders of outstanding units must separate the underlying shares of Globalink common stock, warrants and rights prior to exercising redemption rights with respect to the shares of Globalink common stock. If the units are registered in a holder’s own name, the holder must deliver the certificate for its units to Continental with written instructions to separate the units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the shares of Globalink common stock from the units.
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If a broker, dealer, commercial bank, trust company or other nominee holds the units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of units to be separated and the nominee holding such units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of shares of Globalink common stock, warrants and rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the shares of Globalink common stock from the units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their shares of Globalink common stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.
Notwithstanding the foregoing, a holder of the shares of Globalink common stock, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding shares of Globalink common stock.
If too many public stockholders exercise their redemption rights, Globalink may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.
Appraisal Rights and Dissenter’s Rights
Appraisal rights are not available to security holders of Globalink in connection with the proposed Business Combination.
Proxies and Proxy Solicitation Costs
Globalink is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. Globalink and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Globalink will bear the cost of solicitation. Okapi Partners LLC, a proxy solicitation firm that Globalink has engaged to assist it in soliciting proxies, will be paid a fixed fee of approximately $20,000 and be reimbursed out-of-pocket expenses.
Globalink will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Globalink will reimburse them for their reasonable expenses.
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THE REDOMESTICATION MERGER PROPOSAL (PROPOSAL 1)
The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.
Purpose of the Redomestication Merger Proposal
The purpose of the Redomestication Merger is to merge Globalink, a Delaware corporation, with an into PubCo, a Cayman Islands exempted company, with PubCo continuing as the surviving company in the merger. Following the Redomestication Merger, it is intended that PubCo will ultimately become the parent entity of Alps Holdco (subject to the completion of the Acquisition Merger) and will be a “foreign private issuer” as that term is defined under the Exchange Act. As a result of the Redomestication Merger, the Globalink stockholders will no longer be stockholders of Globalink and (other than the Globalink stockholders who exercise their redemption rights) will become shareholders of PubCo, a foreign private issuer. As a foreign private issuer, PubCo is exempt from compliance with certain of the rules under the Exchange Act.
As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, PubCo will not be required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC and will not be required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. PubCo will also be permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, PubCo’s corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.
Summary of the Redomestication Merger
The Merger Agreement was entered into by and among Globalink, PubCo, Alps Holdco, Merger Sub, the Seller Representative, and the Sponsor on January 30, 2024 and amended on May 20, 2024. Upon the approval of the Redomestication Merger by the Globalink stockholders, PubCo and Globalink will execute the Plan of Merger relating to the Redomestication Merger, which shall be filed with the Registrar of Companies in the Cayman Islands with certain other documents on or prior to the Closing Date. On the Closing Date and immediately prior to the Acquisition Merger, Globalink will merge with and into PubCo, a Cayman Islands exempted company. The separate corporate existence of Globalink will cease and PubCo will continue as the surviving company. In connection with the Redomestication Merger, all outstanding Globalink units will separate into their individual components of Globalink common stock, Globalink rights and Globalink warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Globalink stockholders shall be exchanged as follows:
| (i) | Each share of Globalink common stock, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of Globalink common stock, PubCo shall issue to its holder (other than Globalink stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo ordinary share, which shall be fully paid; |
| (ii) | Each Globalink warrant to purchase one-half (1/2) of one share of Globalink common stock issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into one PubCo warrant (or equivalent portion thereof). The PubCo warrants will have substantially the same terms and conditions as set forth in the Globalink warrants; and |
| (iii) | The holders of Globalink rights (convertible into one-tenth (1/10) of one share of Globalink common stock) issued and outstanding immediately prior to the effective time of the Redomestication Merger will obtain the PubCo right in exchange for the cancellation of each Globalink right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share. |
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Differences between the PubCo A&R Memorandum and Articles and Globalink Charter
Following is a summary of the material differences between the PubCo A&R Memorandum and Articles to be in effect following the Business Combination and Globalink’s amended and restated certificate of incorporation, as amended:
| ● | The name of the new public entity will be “ALPS Group” as opposed to “Globalink Investment Inc.”; | |
| ● | The authorized share capital of PubCo will be US$50,000 divided into 500,000,000 shares comprising (i) 495,000,000 PubCo ordinary shares of US$0.0001 par value each, and 5,000,000 preferred shares of US$0.0001 par value each, as opposed to Globalink having 500,000,000 authorized shares of common stock and 5,000,000 authorized shares of preferred stock; | |
| ● | PubCo’s corporate existence is of unlimited duration as opposed to Globalink’s corporate existence terminating if a business combination is not consummated by Globalink within a specified period of time; and | |
| ● | PubCo’s constitutional documents do not include the various provisions applicable only to special purpose acquisition corporations that Globalink’s amended and restated certificate of incorporation, as amended, contains. |
Authorized but unissued shares may enable PubCo’s board of directors to render it more difficult or to discourage an attempt to obtain control of PubCo and thereby protect continuity of or entrench its management, which may adversely affect the market price of PubCo’s securities. For example, if, in the due exercise of its fiduciary obligations, for example, PubCo’s board of directors were to determine that a takeover proposal were not in the best interests of PubCo, such shares could be issued by the board of directors without shareholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable PubCo to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. PubCo currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.
A copy of PubCo A&R Memorandum and Articles, as will be in effect upon consummation of the Business Combination, is attached to this proxy statement/prospectus as Annex B. See also the Section titled “Comparison of Corporate Governance and Stockholders’/Shareholder’s Rights” on page 141 of this proxy statement/prospectus.
Required Vote
Approval of the Redomestication Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Globalink common stock as of the record date represented in person or by proxy at the Special Meeting and entitled to vote thereon. Adoption of the Redomestication Merger Proposal is conditioned upon the adoption of the Acquisition Merger Proposal. It is important for you to note that in the event that either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, then Globalink will not consummate the Business Combination.
Recommendation of the Board
After careful consideration, the Globalink Board unanimously determined that the Redomestication Merger forming part of the Business Combination with Alps Holdco is in the best interests of Globalink and its stockholders. On the basis of the foregoing, the Globalink Board has approved and declared advisable the Business Combination with Alps Holdco and unanimously recommends that you vote or give instructions to vote “FOR” adoption of the Redomestication Merger Proposal.
As of the date of this proxy statement/prospectus, a total of 3,445,000 shares of common stock, or approximately 92.6% of the outstanding shares, were subject to the Insider Letter and the Globalink Support Agreements. The approval of the Redomestication Merger Proposal does not require the votes from at least a majority of unaffiliated security holders of Globalink. As such, as the vote to approve the Redomestication Merger Proposal is a majority of the then outstanding shares of common stock present and entitled to vote at the Special Meeting, assuming only the minimum number of shares of common stock to constitute a quorum is present, no public stockholder must vote in favor of the Redomestication Merger Proposal for it to be approved.
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THE ACQUISITION MERGER PROPOSAL (PROPOSAL 2)
Globalink stockholders should read carefully this proxy statement/prospectus in its entirety, including the subsection below titled “The Merger Agreement,” for more detailed information concerning the Business Combination and the terms and conditions of the Merger Agreement. Globalink also urges its stockholders to read carefully the Merger Agreement in its entirety before voting on this Proposal. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.
General Description of the Acquisition Merger
Immediately following and conditional upon the completion of the Redomestication Merger, Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will merge with and into Alps Holdco with Alps Holdco being the surviving company, resulting in Alps Holdco being a wholly owned subsidiary of PubCo.
In consideration of the Acquisition Merger, PubCo will issue 160,000,000 ordinary shares as the Merger Consideration Shares with a deemed price per share US$10.00 to the shareholders of Alps Holdco. At the closing of the Acquisition Merger, the issued and outstanding shares in Alps Holdco held by the former Alps Holdco Shareholders will be cancelled and ceased to exist and will be automatically converted into a right to receive the applicable number of the Merger Consideration Shares, with such number subject to adjustment based on the Conversion Ratio. At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving company, so that Alps Holdco will become a wholly owned subsidiary of PubCo.
Upon the closing of the Business Combination, PubCo board of directors will consist of five directors, all of whom will be designated by Alps Holdco and a majority of whom will be “independent” under Nasdaq’s listing standards. See section titled “Directors and Executive Officers of the Combined Company” for additional information.
According to the PubCo A&R Memorandum and Articles, the authorized share capital of the post-Closing company is US$50,000 divided into 500,000,000 shares comprising (i) 495,000,000 PubCo ordinary shares of US$0.0001 par value each, and 5,000,000 preferred shares of US$0.0001 par value each. After the consummation of the Business Combination, PubCo will be a “foreign private issuer” under the U.S. securities laws and the rules of Nasdaq.
After the Business Combination, assuming there are no redemptions of outstanding shares of Globalink common stock, there is no exercise of the PubCo warrants, and the 4,020,000 PubCo ordinary shares underlying the PIPE Investment are issued to the PIPE Investors, (i) Globalink’s public stockholders and Globalink’s right holders are expected to own approximately 0.8% of the outstanding ordinary shares of Combined Company, (ii) the Sponsor, the Initial Stockholders and PGM are expected to own approximately 2.1% of the outstanding ordinary shares of Combined Company, (iii) the Alps Holdco Shareholders are expected to own approximately 93.8% of the outstanding ordinary shares of Combined Company, (iv) the PIPE Investors are expected to own approximately 2.4% of the outstanding ordinary shares of Combined Company, and (v) IBDC Asia Sdn. Bhd., an advisory firm to Alps, is expected to own approximately 0.9% of the outstanding ordinary shares of Combined Company, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion.
The Merger Agreement
This section describes the material provisions of the Merger Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement and the related agreements. A copy of the Merger Agreement is attached as Annex A hereto, which is incorporated herein by reference. Globalink stockholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination. Unless otherwise defined herein, the capitalized terms used in this section “The Acquisition Merger Proposal (Proposal 2) — The Merger Agreement” are defined in the Merger Agreement.
The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates, including, in some cases, as of the Closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders.
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The Merger Agreement contains representations and warranties that Globalink, on the one hand, and PubCo, Alps Holdco and Merger Sub, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about Globalink or Alps Holdco, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Globalink and Merger Sub, and Alps Holdco and are modified by the disclosure schedules.
Merger Consideration
The aggregate consideration to be paid by Globalink to Alps Holdco Shareholders in the form of shares of PubCo ordinary shares at the Closing will be equal to US$1.6 billion, determined based on an enterprise value of Alps Holdco (the “Merger Consideration”), with an earnout provision permitting Alps Holdco Shareholders to receive up to 48 million additional shares as and when the business meets certain incremental milestones for the consolidated revenue of Globalink and Alps Holdco for five fiscal years following the consummation of the Business Combination.
In addition to the Merger Consideration set forth above payable at the Closing, the Alps Holdco Shareholders will also have a contingent right to receive up to an additional 48 million additional PubCo ordinary shares. Subject to the terms and when the business meets certain incremental milestones for the number of conditions of the Merger Agreement, the Earnout Shares shall be earned and payable as follows:
(i) if, during the Combined Company’s first full fiscal year following the date of Closing, the Revenue exceeds $7,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares;
(ii) if during the Combined Company’s second full fiscal year following the date of Closing, the Revenue exceeds $14,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares;
(iii) if during the Combined Company’s third full fiscal year following the date of Closing, the Revenue exceeds $23,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares;
(iv) if during the Combined Company’s fourth full fiscal year following the date of Closing, the Revenue exceeds $34,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares; and
(v) if during the Combined Company’s fifth full fiscal year following the date of Closing, the Revenue exceeds $56,000,000, the Alps Holdco Shareholders shall be issued an additional 9,600,000 PubCo ordinary shares.
Conversion of Alps Holdco Ordinary Shares
Each Alps Holdco Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any such Alps Holdco Ordinary Shares held in treasury, which will be cancelled, and any dissenting shares) shall be converted into the right to receive a number of PubCo ordinary shares equal to $1.6 billion divided by the number of fully-diluted Alps Holdco Ordinary Shares divided by $10.00 (of which 5% of the Merger Consideration Shares are be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement as the Escrow Shares).
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Directors and Executive Officers of the Combined Company Following the Business Combination
Each current member of the PubCo Board will cease to be a director upon the consummation of the Business Combination. Effective as of the Closing, the board of directors of the Combined Company will initially consist of five members, all of whom will be designated by Alps Holdco.
Conditions to the Closing of the Business Combination
Mutual Conditions
The obligations of all of the parties to consummate the Closing are subject to the satisfaction or written waiver (where permissible) by Globalink and Alps Holdco of all the following conditions:
| (i) | the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the transactions contemplated by the Merger Agreement; | |
| (ii) | the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (if applicable); | |
| (iii) | receipt of any consent, approval or authorization required by any Authority (as such term is defined in the Merger Agreement); | |
| (iv) | there being no action brought by any Authority to enjoin or otherwise restrict the consummation of the Closing; | |
| (v) | Globalink having at least $5,000,001 of net tangible assets immediately prior to, which is expected to be waived, and PubCo having at least $5,000,001 of net tangible assets upon consummation of the Business Combination; | |
| (vi) | approval by the Alps Holdco Shareholders of the Business Combination and related transactions; | |
| (vii) | approval by the stockholders of Globalink of the Business Combination and related transactions; | |
| (viii) | the conditional approval for listing by Nasdaq of the PubCo ordinary shares and PubCo warrants and satisfaction of initial and continued listing requirements; and | |
| (ix) | the Form F-4 becoming effective in accordance with the provisions of the Securities Act. |
Conditions to Obligations of Globalink
The obligation of Globalink to consummate the Closing is subject to the satisfaction, or the waiver in Globalink’s sole and absolute discretion, of all the following further conditions:
(a) Alps Holdco, PubCo and Merger Sub shall have duly performed or complied with, in all material respects, all their respective obligations and covenants hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Alps Holdco, PubCo and Merger Sub at or prior to the Closing Date.
(b) The representations and warranties of Alps Holdco, PubCo and Merger Sub contained in the Merger Agreement (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects at and as of the date of Agreement and as of the Closing Date as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), except, in each case, for any failure of such representations and warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) to be so true and correct that would not in the aggregate have or reasonably be expected to have a Material Adverse Effect in respect of the Alps Holdco and its subsidiaries as a whole.
(c) Since the date of the Merger Agreement, there shall not have occurred any Material Adverse Effect in respect of Alps Holdco and its subsidiaries as a whole which is continuing and uncured.
(d) Globalink shall have received a certificate, dated as of the Closing Date, signed by the chief executive officer or other officer or director of Alps Holdco certifying the accuracy of the provisions of the foregoing paragraphs (a), (b) and (c).
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(e) Globalink shall have received a certificate, dated as of the Closing Date, signed by the secretary or another officer or director of Alps Holdco attaching true, correct and complete copies of (i) Alps Holdco’s memorandum and articles of association as then in force, as filed with and stamped by the Registrar of Companies of the Cayman Islands; (ii) copies of resolutions duly passed by the board of directors of Alps Holdco authorizing the Merger Agreement, the additional agreements to which Alps Holdco is a party and the transactions contemplated thereby and written consent of Alps Holdco Shareholders; and (iii) a certificate of good standing of Alps Holdco, issued as of a recent date (not less than three (3) days before the Closing Date) by the Registrar of Companies of the Cayman Islands.
(f) Globalink shall have received a certificate, dated as of the Closing Date, signed by the secretary or another officer or a director of PubCo attaching true, correct and complete copies of (i) the memorandum and articles of association of PubCo as then in force, as filed with and stamped by the Cayman Registrar; (ii) copies of resolutions duly passed by the PubCo Board authorizing the Merger Agreement, the additional agreements to which PubCo is a party and the transactions contemplated thereby; (iii) the PubCo Shareholder Approval, in each case evidencing the approval of the shareholders of PubCo, and (iv) a certificate of good standing of PubCo, issued as of a recent date (not less than three (3) days before the Closing Date) by the Cayman Registrar.
(g) Globalink shall have received a certificate, dated as of the Closing Date, signed by the secretary or another officer or a director of Merger Sub attaching true, correct and complete copies of (i) the memorandum and articles of association of Merger Sub as then in force, as filed with and stamped by the Cayman Registrar; (ii) copies of resolutions duly passed by the board of directors of Merger Sub authorizing the Merger Agreement, the additional agreements to which Merger Sub is a party and the transactions contemplated thereby; (iii) the Merger Sub Shareholder Approval duly executed by all of the shareholders of Merger Sub, and (iv) a certificate of good standing of Merger Sub, issued as of a recent date (not less than three (3) days before the Closing Date) by the Cayman Registrar.
(h) Each of Alps Holdco and the Alps Holdco Shareholders, as applicable, shall have executed and delivered to Globalink a copy of each additional agreement to which Alps Holdco or such Alps Holdco Shareholder, as applicable, is a party and that was not otherwise executed and delivered prior to the Closing.
(i) The size and composition of the post-Closing Board of Directors of the Combined Company shall have been approved, with effect from the Effective Time, by resolutions of PubCo Board of Directors.
(j) Globalink shall have received a copy of the Escrow Agreement, duly executed by the Seller Representative and the Escrow Agent.
(k) Globalink shall have obtained an opinion from an independent investment bank or other financial advisory firm mutually acceptable to Globalink and Alps as to the fairness from a financial point of view, as of the date of such opinion, of the Merger Consideration Shares to be paid to Alps Holdco Shareholders pursuant to the Merger Agreement.
Conditions to Obligations of Alps Holdco, PubCo and Merger Sub
The obligations of Alps Holdco, PubCo and Merger Sub to consummate the Closing is subject to the satisfaction, or the waiver in Alps Holdco’s sole and absolute discretion, of all of the following further conditions:
(a) Globalink shall have duly performed or complied with, in all material respects, all of its obligations and covenants hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Globalink at or prior to the Closing Date.
(b) The representations and warranties of Globalink contained in the Merger Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the date of the Merger Agreement and as of the Closing Date in all material respects, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects at and as of such earlier date).
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(c) Since the date of the Merger Agreement, there shall not have occurred any material adverse effect in respect of Globalink which is continuing and uncured.
(d) Alps Holdco shall have received a certificate signed by the Chief Executive Officer of Globalink certifying the accuracy of the provisions of the foregoing paragraphs (a), (b) and (c).
(e) Alps Holdco shall have received a certificate, dated as of the Closing Date, signed by the secretary or another officer or a director of PubCo attaching true, correct and complete copies of (i) the memorandum and articles of association of PubCo then in effect, as filed with and (if received prior to the date of such certificate) stamped by the Cayman Registrar; (ii) copies of resolutions duly adopted by the board of directors of Globalink authorizing the Merger Agreement, the additional agreements to which Globalink is a party and the transactions contemplated hereby and thereby and the Globalink Proposals; and (iii) a certificate of good standing of PubCo, certified as of a recent date by the Registrar of Companies in the Cayman Islands.
(g) Each of Globalink, Sponsor or other stockholder of Globalink, as applicable, shall have executed and delivered to Alps Holdco a copy of each additional agreement to which Globalink, Sponsor or such other stockholder of Globalink, as applicable, is a party.
(h) Alps Holdco shall have received a copy of the Escrow Agreement, duly executed by PubCo, Globalink and the Escrow Agent.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) corporate existence and power, (b) authorization to enter into the Merger Agreement and related transactions, (c) governmental authorization, (d) non-contravention, (e) capital structure, (f) corporate records, (g) subsidiaries, (h) consents, (i) financial statements, (j) books and records, (k) internal accounting controls, (l) absence of changes, (m) property and title to assets, (n) litigation, (o) material contracts, (p) licenses and permits, (q) compliance with laws, (r) intellectual property, (s) accounts payable and affiliate loans, (t) employee and employment matters, (u) withholding, (v) employee benefits, (w) real property, (x) tax matters, (y) environmental laws, (z) finder’s fees, (aa) power of attorney, suretyships and bank accounts, (bb) directors and officers, (cc) anti-money laundering laws, (dd) insurance, (ee) related party transactions, (ff) information supplied, (gg) derogation, and (hh) disclosure letter.
The Merger Agreement contains a number of representations and warranties of the parties thereto, many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Merger Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.
The representations and warranties made by Globalink, PubCo, Alps Holdco and Merger Sub are customary for transactions similar to the transactions contemplated by the Merger Agreement.
Certain Surviving Representations and Warranties
Certain representations or warranties made by Alps Holdco in the Merger Agreement shall survive until twelve (12) months after the Closing. Subject to the terms and conditions of the Merger Agreement, and from and after the date of Closing, the Alps Holdco Shareholders agree to indemnify and hold harmless Globalink against and in respect of any and all out-of-pocket loss incurred or sustained by Globalink as a result of or in connection with any breach or inaccuracy of the representations and warranties of Alps Holdco with respect to (a) Corporate Existence and Power, (b) Authorization, (c) Governmental Authorization, (d) Non-Contravention, (e) Capitalization, (f) Subsidiaries, (g) Consents, (h) Financial Statements, (i) Books and Records, (j) Absence of Certain Changes, (k) Properties; Title to the Company’s Assets, (l) Litigation, (m) Licenses and Permits, (n) Compliance with Laws, (o) Real Property, (p) Tax Matters, (q) Finders’ Fees, (r) Anti-Money Laundering Laws, and (s) Related Party Transactions. Except for fraud claims, Globalink shall not assert any claim for indemnification until the aggregate amount of all losses exceeds $1,000,000, in which event the Alps Holdco Shareholders shall be responsible for the aggregate amount of all losses from the first dollar, regardless of such threshold. Except for fraud claims, the maximum aggregate amount of indemnification payments shall not exceed the amount of the Escrow Property in the Escrow Account at such time.
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Subject to the foregoing, the representations and warranties of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Merger Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.
Covenants; Conduct of Business Pending the Business Combination
Globalink and Alps Holdco have each agreed that, except as permitted by the Merger Agreement or the additional agreements or as required by law and the disclosure schedules, during the period commencing on the date of the Merger Agreement and continuing until the Closing Date or earlier termination, each party will (i) conduct its business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices, (ii) duly and timely file all material tax returns required to be filed (or obtain a permitted extension with respect thereto) with the applicable taxing Authorities and pay any and all taxes due and payable during such time period, (iii) duly observe and conform in with all applicable law, including the Exchange Act, and orders, in each case, in all material respects, and (iv) use commercially reasonable efforts to preserve intact its business relationships with employees, clients, suppliers, contract manufacturing organizations, contract research organizations and other third parties. Additionally, neither Alps Holdco nor Globalink shall, or permit its subsidiaries to:
(i) amend, modify or supplement its memorandum or articles of association, certificate of incorporation, or bylaws or other organizational or governing documents except as contemplated hereby, or engage in any reorganization, reclassification, liquidation, dissolution or similar transaction;
(ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any material way or relinquish any material right under, any material contract, agreement, lease, license or other right or asset of such party or its Subsidiaries;
(iii) other than in the ordinary course of business, modify, amend or enter into any contract, agreement, lease, license or commitment, including for capital expenditures, that extends for a term of one year or more and obligates the payment by it of more than $100,000 (individually or in the aggregate);
(iv) make any capital expenditures in excess of $100,000 (individually or in the aggregate);
(v) sell, lease, license or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed herein or in the ordinary course of business consistent with past practices;
(vi) solely in the case of Alps Holdco, sell, lease, license or otherwise dispose of any of any material Alps Holdco owned intellectual property (as defined in the Merger Agreement) outside of the ordinary course of business consistent with past practices;
(vii) solely in the case of Alps Holdco, permit any material registered owned intellectual property to go abandoned or expire for failure to make an annuity or maintenance fee payment, or file any necessary paper or action to maintain such rights;
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(viii) (A) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or other equity securities; or (B) except as contemplated hereby or by any additional agreement, amend any material term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities;
(ix) (A) make any loan, advance or capital contribution in excess of $100,000 to any person; (B) incur any indebtedness in excess of $100,000 including drawings under the lines of credit, if any, other than (1) loans evidenced by promissory notes made to Globalink as working capital advances as described in the Prospectus and (2) intercompany Indebtedness; or (C) repay or satisfy any Indebtedness in excess of $100,000, other than the repayment of Indebtedness in accordance with the terms thereof;
(x) suffer or incur any lien in excess of $100,000, except for Permitted Liens (as defined in the Merger Agreement), on its assets;
(xi) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness in excess of $100,000 owed to it, or write off or make reserves in excess of $250,000 against the same (other than, in the case of Alps Holdco and its subsidiaries, in the ordinary course of business consistent with past practices);
(xii) merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other person; make any material investment in any person; or be acquired by any other person;
(xiii) terminate or allow to lapse any material insurance policy protecting any of its material assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect;
(xiv) adopt any severance, retention or other employee plan in excess of $100,000 in the aggregate, or fail to continue to make timely contributions to each Plan (as defined in the Merger Agreement) in accordance with the terms thereof;
(xv) institute, settle or agree to settle any Action before any Authority, in each case in excess of $100,000 (exclusive of any amounts covered by insurance) or that imposes material injunctive or other material non-monetary relief on it;
(xvi) except as required by IFRS, make any material change in its accounting principles, methods or practices or write down in any material respect the value of its assets;
(xvii) change its principal place of business or jurisdiction of organization;
(xviii) issue, redeem or repurchase any shares, capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than with respect to Alps Holdco and its subsidiaries, the issuance of Alps Holdco Ordinary Shares upon the exercise or conversion of outstanding Alps Holdco convertible securities;
(xix) (A) make, change or revoke any material tax election; (B) change any annual tax accounting periods in any material respect; (C) settle or compromise any material claim, notice, audit report or assessment in respect of taxes of Alps Holdco and its subsidiaries; (D) enter into any tax allocation, tax sharing, tax indemnity or other closing agreement relating to any taxes of Alps Holdco and its subsidiaries; or (E) surrender or forfeit any right to claim a material tax refund;
(xx) enter into any material transaction with or distribute or advance any material assets or property to any of its affiliates (other than its Subsidiaries), other than the payment of salary and benefits in the ordinary course;
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(xxi) other than as required by a Plan, (A) materially increase or change the compensation or benefits of any employee or service provider of Alps Holdco and its subsidiaries other than in the ordinary course of business, (B) accelerate the vesting or payment of any material compensation or benefits of any employee or service provider of Alps Holdco and its subsidiaries, (C) make any loan to any present or former employee or other individual service provider of Alps Holdco and its subsidiaries, other than advancement of expenses in the ordinary course of business consistent with past practices, or (D) enter into, amend or terminate any collective bargaining agreement or other material agreement with a labor union or labor organization;
(xxii) fail to duly observe and conform to any applicable laws and orders in any material respect; or
(xxiii) agree or commit to do any of the foregoing.
The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, confidentiality, cooperation in the preparation of the Form F-4 and Proxy Statement (as defined in the Merger Agreement) required to be filed in connection with the Business Combination and to obtain all requisite approvals of each party’s respective stockholders.
Termination of the Merger Agreement
The Merger Agreement may be terminated at any time prior to the Effective Time as follows:
| (i) | by either Globalink or Alps Holdco if the transactions contemplated by the Merger Agreement are not consummated on or before the Outside Date, provided that, if the SEC has not declared the Form F-4 effective on or prior to the five month anniversary of the Merger Agreement, then the Outside Date will be extended by one additional month, provided further that, the failure to consummate the transactions contemplated by the Merger Agreement by the Outside Date is not due to a material breach by the party seeking to terminate the agreement; | |
| (ii) | by either Globalink or Alps Holdco if any Authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Business Combination, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach was a substantial cause of, or substantially resulted in, such action by the Authority; | |
| (iii) | by mutual written consent of Globalink and Alps Holdco duly authorized by each of their respective board of directors; | |
| (iv) | by Globalink in the event that Alps Holdco does not deliver to Globalink the Final March 31, 2024 Financial Statements on or prior to May 31, 2024 or such other date as mutually agreed upon by Globalink and Alps Holdco in writing; and | |
| (v) | by either Globalink or Alps Holdco if the other party has breached any of its covenants or representations and warranties as set forth in the Merger Agreement such that closing conditions would not be satisfied by the earlier of (A) the Closing Date and (B) 30 days following receipt by the breaching party of a written notice of the breach. |
The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about Globalink, PubCo, Alps Holdco, Merger Sub or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in in the disclosure schedules to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about Globalink, PubCo, Alps Holdco, Merger Sub or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that Globalink makes publicly available in reports, statements and other documents filed with the SEC. Globalink or Alps Holdco investors and shareholders are not third-party beneficiaries under the Merger Agreement.
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Certain Related Agreements
This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. Globalink stockholders and other interested parties are urged to read such Related Agreements in their entirety.
Globalink Support Agreements
Globalink, Alps Holdco, and certain stockholders of Globalink have entered into a Globalink Support Agreement, pursuant to which the stockholders of Globalink that are parties to the Globalink Support Agreements will agree to vote all shares of Globalink common stock beneficially owned by them in favor of the transactions contemplated by the Merger Agreement.
Alps Holdco Support Agreements
Globalink, Alps Holdco and certain shareholder of Alps Holdco have entered into an Alps Holdco Support Agreement, pursuant to which the shareholders of Alps Holdco that are parties to the Alps Holdco Support Agreements will agree to vote all Alps Holdco Ordinary Shares beneficially owned by them in favor of the transactions contemplated by the Merger Agreement.
Subscription Agreements
In connection with the execution of the Merger Agreement, PubCo, Globalink and Alps Holdco entered into the Subscription Agreements with certain accredited investors on June 4, 2024, June 5, 2024 and August 27, 2024, pursuant to which the investors have agreed to purchase, and PubCo has agreed to sell to the PIPE Investors, an aggregate of $40,200,000 worth of PubCo ordinary shares, or 4,020,000 PubCo ordinary shares. The purpose of the sale of the PIPE Securities is to raise additional capital for the business operations of the Combined Company. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.
Lock-up Agreements
The Merger Agreement provides that, prior to the Closing, and effective as of the Closing, certain Alps Holdco Shareholders, the Parent Representative and certain other stockholders of Globalink will enter into the Lock-up Agreements, subject to certain customary exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Lock-up Agreement) with respect to the Lock-Up Shares until (i) (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing.
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Amended and Restated Registration Rights Agreement
At the Closing, PubCo will enter into the Amended and Restated Registration Rights Agreement with certain existing stockholders of Globalink with respect to the PubCo ordinary shares they own at the Closing, and with certain Alps Holdco Shareholders who will own PubCo ordinary shares after the Closing. The Amended and Restated Registration Rights Agreement will require Globalink to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 60 days after the Closing. The Amended and Restated Registration Rights Agreement will also provide certain demand registration rights and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods. PubCo will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.
Escrow Agreement
The parties agreed that at or prior to the Closing, PubCo, Globalink and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”) will enter into the Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to PubCo and Alps Holdco, pursuant to which PubCo shall issue to the Escrow Agent a number of PubCo ordinary shares (with each share valued at $10.00) equal to five percent (5%) of One Point Six Billion Dollars ($1,600,000,000), together with any equity securities paid as dividends or distributions with respect to the Escrow Shares and along with any other dividends, distributions or other income on the Escrow Shares (collectively, “Escrow Property”). The Escrow Property will be held in a segregated escrow account for a period of six (6) months after the Closing Date (“Escrow Expiry Date”) and will serve as the sole and exclusive remedy and payment for indemnification obligations (other than fraud claims), if any, pursuant to the Merger Agreement. The Escrow Property will not be subject to indemnification claims to the extent made after the Escrow Expiry Date; provided, however, with respect to any indemnification claim made on or prior to the Escrow Expiry Date that remains unresolved at the time of the Escrow Expiry Date, all or a portion of the Escrow Property reasonably necessary to satisfy such unresolved claim will remain in the Escrow Account until such claim is resolved. After the Escrow Expiry Date, any remaining Escrow Property not required to satisfy pending or unresolved indemnification claims will be distributed pro rata to the Alps Holdco Shareholders. Once all pending claims are resolved, any remaining Escrow Property will also be distributed pro rata to the Alps Holdco Shareholders. The Alps Holdco Shareholders will remain liable for any indemnification claims made after the Escrow Expiry Date. Except for fraud claims, the maximum aggregate amount of indemnification payments shall not exceed the amount of the Escrow Property in the Escrow Account at such time. As such, assuming that all of the Escrow Property is distributed to the Alps Holdco Shareholders after the Escrow Expiry Date, other than fraud claims, the maximum amount of indemnification payments would be zero given there would no longer be any Escrow Property in the Escrow Account at such time. In such event, the Alps Holdco Shareholders would not have any indemnification liability in practice after the Escrow Expiry Date other than with respect to fraud claims.
Board of Directors and Management Following the Business Combination
The following persons are expected to be elected or appointed by the Board to serve as executive officers and directors following the Business Combination. For biographical information concerning the executive officers and directors following the Business Combination, see “Directors and Executive Officers of the Combined Company.”
Each director will hold office until his or her term expires at the next annual meeting of shareholders in the year following the year of such director’s election or until his or her death, resignation, removal or the earlier termination of his or her term of office.
The following table sets forth the name, age and position of each of the expected directors and executive officers of the Combined Company upon consummation of the Business Combination:
Combined Company
| Name | Age | Position | ||
| Dr. THAM Seng Kong | 55 | Director and Chief Executive Officer | ||
| CHEW Yoke Ling | 53 | Director | ||
| LOW Wei Sim | 29 | Chief Operating Officer | ||
| Professor Manickam RAVICHANDRAN | 57 | Chief Scientific Officer | ||
| Professor POH Chit Laa | 73 | Chief Vaccine Development Officer | ||
| Tan Sri Dato’ Seri Dr. Suleiman bin MOHAMED | 76 | Independent Director | ||
| CHUA Boon Ping | 40 | Independent Director | ||
Intan Ilyani binti Ghazali |
45 | Independent Director |
Alps Holdco
| Name | Age | Position | ||
| Dr. THAM Seng Kong | 55 | Director and Chief Executive Officer | ||
| CHEW Yoke Ling | 53 | Director | ||
| LOW Wei Sim | 29 | Chief Operating Officer | ||
| Professor Manickam RAVICHANDRAN | 57 | Chief Scientific Officer | ||
| Professor POH Chit Laa | 73 | Chief Vaccine Development Officer | ||
| Tan Sri Dato’ Seri Dr. Suleiman bin MOHAMED | 76 | Independent Director | ||
| CHUA Boon Ping | 40 | Independent Director | ||
| Intan Ilyani binti Ghazali | 45 | Independent Director |
Alps is in the process of evaluating and seeking suitable candidates to serve as the Chief Financial Officer of the Combined Company.
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The Sponsor, its Affiliates, and Promoters
GL Sponsor LLC, Globalink’s sponsor, was formed in the State of Delaware as a limited liability company. The Sponsor has no business operations and only serves as a vehicle that holds equity interests in Globalink. In addition to participating in sponsoring Globalink, none of the Sponsor, its affiliate, which includes the Sponsor’s manager and controlling person, Ng Yan Xun, or any of the Sponsor’s promoters, namely Ng Yan Xun, Chan Yew Ping, and Lin Ding Jie, who participated in the founding of the Sponsor and hold a 55%, 22.5%, and 22.5% of the equity interest in the Sponsor, respectively, had any additional experience in organizing special purpose acquisition companies. To Globalink’s knowledge, each of the Sponsor, its affiliate, and its promoters are not involved in other special purpose acquisition companies.
As of the date of this proxy statement/prospectus, Ng Yan Xun is the controlling person of the Sponsor, holding 55% of the Sponsor’s equity interest. Each of Lin Ding Jie and Chan Yew Ping holds 22.5% of the equity interest in the Sponsor.
From the inception of Globalink to about October 2022, Lin Ding Jie, a promoter of the Sponsor, and Sally Lim, the former affiliate of the Sponsor prior to transferring her interests in the Sponsor to Ng Yan Xun in October 2022, participated in and facilitated with the discussions and negotiations between Globalink and the previous target company, Tomorrow Crypto Group Inc., a Nevada corporation (“Tomorrow Crypto”) regarding a proposed business combination transaction, by acting as representatives of Globalink. Globalink entered into a merger agreement with Tomorrow Crypto on August 3, 2022 and the merger agreement was terminated on March 8, 2023.
Other than the foregoing roles taken on by Lin Ding Jie and Sally Lim in Globalink’s negotiations with Tomorrow Crypto, none of the Sponsor, its affiliates, or promoters directly oversees or manages the business operations of Globalink. Since October 2022, Globalink’s management has played an active role in managing and overseeing Globalink’s activities, including but not limited to, engaging in preliminary discussions with potential target companies, including Alps Holdco, negotiating the terms of the Business Combination Agreement and ancillary agreements with Alps Holdco and the Seller Representative, and overseeing Globalink’s other activities including reporting obligations to the SEC. However, Globalink’s management reports updates on the proposed Business Combination and negotiation status to the Sponsor on a regular basis.
Shortly after the formation of Globalink, the Sponsor purchased the Founder Shares for an aggregate purchase price of $25,000, or less than $0.01 per share, and had a total market value of $34.36 million as of December 12, 2024. Subsequently, the Sponsor transferred 40,000 shares of Globalink common stock to Globalink’s directors and officers, and hold an aggregate of 2,835,000 shares of Globalink common stock as of the date of this proxy statement/prospectus. The Sponsor will receive a positive rate of return so long as the market price of the common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company.
Through the Insider Letter, each of the Initial Stockholders and PGM agreed to vote all of the shares of Globalink common stock owned by them in favor of an initial business combination of Globalink, including the Business Combination. Additionally, through a Globalink Support Agreement entered into among Globalink, Alps Holdco, and certain stockholders of Globalink, the stockholders of Globalink that are parties to the Globalink Support Agreements, including each of the Initial Stockholders and PGM, have agreed to vote all shares of Globalink common stock beneficially owned by them in favor of the transactions contemplated by the Merger Agreement.
Through the Insider Letter, the Sponsor has waived its right to redeem any shares of Globalink common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Globalink common stock to Globalink in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to the Founder Shares upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. No agreement, arrangement, or understanding, including any payments, has been made between the Sponsor and any unaffiliated security holder of Globalink regarding the redemption of outstanding shares of Globalink common stock.
The following table illustrates the material terms of any agreement, arrangement, or understanding regarding the restrictions on the ability of the Sponsor and its affiliates to sell shares of Globalink common stock and PubCo ordinary shares:
| Name of Agreement | Date of Agreement | Person(s) subject to the Agreement | Shares subject to the Agreement | Date of Expiry | Exceptions under the Agreement | Terms Resulting in An Earlier Expiration of the Agreement | ||||||
| IPO Escrow Agreement | December 6, 2021 | the Sponsor, Say Leong Lim, Kevin (Zeng Yenn) Chin, Hong Shien Beh, Hui Liang Wong, and Kian Huat Lai | the Founder Shares | Six months after the consummation of an initial business combination by Globalink | None. | 50% of the escrow shares are subject to early release on the date the closing price of the Combined Company Ordinary Shares exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after Globalink’s initial business combination.
If Globalink is being liquidated at any time during the escrow period, the escrow agent shall promptly destroy certificates representing the escrow shares | ||||||
| Lock-up Agreement | To be entered into prior to the Closing | the Sponsor, Say Leong Lim, Kevin (Zeng Yenn) Chin, Hong Shien Beh, Hui Liang Wong, Kian Huat Lai, and certain Alps Holdco Shareholders | the Founder Shares and certain Merger Consideration Shares | (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing | Holders may transfer to its direct or indirect affiliates, by bona fid gift to immediate family, by virtue of the laws of descent and distribution upon death, transfers to PubCo’s officers, directors or their affiliates, transfers as a dividend or distribution to holder’s limited partners, shareholders, members of, or owners of similar equity interests, pledges lock-up shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the holder | The lock-up agreement will not take effect if the closing of an initial business combination does not take place. |
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Interests of Globalink’s Initial Stockholders, Directors and Officers in the Business Combination
When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that Globalink’s directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a stockholder and may be incentivized to complete a business combination on terms less favorable to stockholders rather than liquidating Globalink, including the aggregate amount at risk to the Globalink’s initial stockholders, directors and officers of $25,000, which is the amount paid for the Founder Shares and the private units. These interests include, among other things, the fact that:
| ● | The Initial Stockholders, including the officers and directors of Globalink, have waived their right to redeem any shares of Globalink common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Globalink common stock to Globalink in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to the Founder Shares upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. If an initial business combination, such as the Business Combination, is not completed by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), Globalink will be required to dissolve and liquidate. In such event, the 2,875,000 Founder Shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions through the Insider Letter, in consideration for inducing Chardan, the representative of the underwriters for Globalink’s IPO to proceed with the IPO, and the economic benefit the IPO would confer upon the Initial Stockholders and PGM. The Founder Shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share, and had a total market value of $34.36 million as of December 12, 2024. Accordingly, the Initial Stockholders will receive a positive rate of return so long as the market price of the common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. | |
| ● | The fact that the Initial Stockholders’ Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Initial Stockholders agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Lock-up Agreement) with respect to the Lock-Up Shares until (i) (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing; |
| ● | The exercise of Globalink’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Globalink stockholders’ best interest. Globalink’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Globalink stockholders that they approve the Business Combination. Further, the interests of Globalink’s officers or directors may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Globalink. Public stockholders should take these interests into account in deciding whether to approve the Business Combination. | |
| ● | As of September 30, 2024, Globalink’s officers and directors have incurred an aggregate of $11,798 in out-of-pocket expenses. On each of September 5, 2023, September 29, 2023 and November 7, 2023, an affiliate of the Sponsor advanced $130,000 to the Company, for a total advance of $390,000, for Globalink’s extension payments. Unless Globalink consummates an initial business combination, Globalink’s officers, directors and the Sponsor (including its affiliates) will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. Upon the consummation of an initial business combination, Globalink’s offices, directors, and the Sponsor (including its affiliates) would be entitled to reimbursement for out-of-pocket expenses incurred by them from the Trust Account disbursements after redemption payouts and payments of deferred underwriting discounts. | |
| ● | The fact that, if the Trust Account is liquidated, including in the event Globalink is unable to complete an initial business combination within the required time period, the Sponsor has agreed to be liable to Globalink if and to the extent any claims by a vendor for services rendered or products sold to Globalink, or a prospective target business with which Globalink has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under Globalink’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. | |
| ● | As of the date hereof, the deadline that Globalink has to consummate its initial business combination has been extended for a total of eighteen times, and a total of US$1,950,000 has been deposited into the Trust Account in connection with the previous extensions. In connection with funding the extensions, Globalink has issued an aggregate of US$3.85 million in promissory notes to PGM, which are payable upon the Closing. In the event of a liquidation, PGM has waived its rights to any liquidation distributions through the Insider Letter. PGM is an affiliate of the Sponsor as its 95% equity holder has a familial relationship with the control person of the Sponsor. As a result, the Sponsor has an additional interest in causing Globalink to consummate its initial business combination due to its familial relationship with PGM. | |
| ● | After the Closing, the Sponsor will have the sole authority to handle various matters relating to the Escrow Account and indemnifications under the Merger Agreement. The Sponsor may have a conflict of interest when exercising such authority to handle matters relating to the Escrow Account and indemnifications after Closing, and they may not make decisions in the Globalink stockholders’ best interests. For details, see “Summary of the Proxy Statement/Prospectus—Parties to the Business Combination—Parent Representative.” |
These interests may have influenced Globalink’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.
Upon the consummation of an initial business combination by Globalink, other than the PubCo ordinary shares that the Initial Stockholders are entitled to upon conversion of their shares of Globalink common stock at the completion of the Redomestication Merger, no additional compensation will be awarded to, earned by, or paid to the Sponsor, its affiliates or any promoters for all services rendered or to be rendered to Globalink and its affiliates. The Sponsor is expected to own an equity interest of approximately 1.7% in the Combined Company after the consummation of the Business Combination.
Prior to the consummation of an initial business combination by Globalink, the insider shares can only be transferred by the Initial Stockholders to (1) the Initial Stockholders or their respective affiliates or members, or to Globalink’s officers, directors, advisors and employees, (2) the Initial Stockholder’s affiliates or its members upon its liquidation, (3) to relatives and trusts for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death of an Initial Stockholder, (5) pursuant to a qualified domestic relations order, or (6) by private sales made at prices no greater than the price at which the Insider Shares were originally purchased.
None of the Sponsor and Globalink’s directors and officers hold any interest in, or affiliation with, Alps Holdco. For a description of the fiduciary obligations held by Globalink’s officers and directors to other entities, see “Globalink’s Directors and Executive Officers — Conflict of Interest.”
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Effects of the Business Combination
Effects on Globalink, the Sponsor, and their Respective Affiliates
Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink will be merged with and into PubCo, with PubCo remaining as the surviving publicly traded entity; and (ii) Merger Sub will merge with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo.
As part of the merger of Globalink and PubCo (a) Globalink, the Delaware corporation, shall cease to exist, (b) PubCo shall be the surviving company, (c) the name of the surviving company will be “ALPS Group”, (d) the authorized shares of the surviving company shall change from 500,000,000 shares of Globalink Common Stock and 5,000,000 shares of Globalink preferred stock to 495,000,000 PubCo ordinary shares of US$0.0001 par value each and 5,000,000 PubCo preferred shares of US$0.0001 par value each, (e) provisions specific to the Combined Company’s status as a special purpose acquisition company shall be eliminated making the Combined Company’s corporate existence of unlimited duration, (f) and certain other changes that PubCo Board deems appropriate for a public operating company will be made.
A summary of certain material differences between the amended and restated certificate of incorporation, as amended and currently in effect (the “Globalink Charter”) and the PubCo A&R Memorandum and Articles is presented separately and set forth in the section of this proxy statement/prospectus entitled “Comparison of Corporate Governance and Stockholders’ / Shareholders’ Rights.” A complete copy of the PubCo A&R Memorandum and Articles is attached to the proxy statement/prospectus as Annex B. You are encouraged to read them in their entirety.
The Initial Stockholders, including the Sponsor and the officers and directors of Globalink, have waived their right to redeem any shares of Globalink common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Globalink common stock to Globalink in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to the Founder Shares upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. If an initial business combination, such as the Business Combination, is not completed by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), Globalink will be required to dissolve and liquidate. In such event, the 2,875,000 Founder Shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions through the Insider Letter, in consideration for inducing Chardan, the representative of the underwriters for Globalink’s IPO to proceed with the IPO, and the economic benefit the IPO would confer upon the Initial Stockholders and PGM. The Founder Shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share, and had a total market value of $34.36 million as of December 12, 2024. Accordingly, the Initial Stockholders will receive a positive rate of return so long as the market price of Globalink common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company.
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Effects on Holders of Globalink Public Shares
If Globalink is unable to complete a business combination by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), and is forced to liquidate, the per-share liquidation distribution will be $11.98 based on the balance in the Trust Account as of December 6, 2024. Furthermore, Globalink’s warrants and rights will expire worthless in the event Globalink fails to complete a business combination.
Upon the consummation of the Business Combination, the current equity holdings of the Globalink stockholders shall be exchanged as follows:
| (i) | Each share of Globalink common stock, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of Globalink common stock, PubCo shall issue to its holder (other than Globalink stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo ordinary share, which shall be fully paid; | |
| (ii) | Each Globalink warrant to purchase one-half (1/2) of one share of Globalink common stock issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into one PubCo warrant (or equivalent portion thereof). The PubCo warrants will have substantially the same terms and conditions as set forth in the Globalink warrants; and | |
| (iii) | The holders of Globalink rights (convertible into one-tenth (1/10) of one share of Globalink common stock) issued and outstanding immediately prior to the effective time of the Redomestication Merger will obtain the PubCo right in exchange for the cancellation of each Globalink right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share. |
Upon the consummation of the Business Combination, non-redeeming public stockholders will experience substantial dilution to their interest in PubCo. The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. The maximum contractual redemption scenario represents the maximum contractual redemptions that may occur but which would still allow Globalink to have consolidated net tangible assets of at least $5,000,001 at the consummation of the Business Combination. The standalone requirement of 5,000,001 of Globalink net tangible assets is expected to be waived by the parties. In an effort to illustrate the extent of such dilution, the table below assumes that no Earnout Shares are issued.
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.9 | % | 160,000,000 | 93.9 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.2 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.6 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | |||||||||||||||||||||||||
| Total Shares | 170,549,511 | 100 | % | 170,480,133 | 100 | % | 170,410,755 | 100 | % | 170,341,377 | 100 | % | 170,272,000 | 100 | % | |||||||||||||||||||||||||
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Ownership of the Combined Company after the Business Combination
Upon consummation of the Business Combination (assuming, among other things, that no additional public stockholders exercise redemption rights in connection with the Closing and the other assumptions described under the section with the heading “Frequently Used Terms — Share Calculations and Ownership Percentages”), (i) Globalink’s public stockholders and Globalink’s right holders are expected to own approximately 0.8% of the outstanding ordinary shares of Combined Company, (ii) the Sponsor, the Initial Stockholders and PGM, an affiliate of the Sponsor, are expected to own approximately 2.1% of the outstanding ordinary shares of Combined Company, (iii) the Alps Holdco Shareholders are expected to own approximately 93.8% of the outstanding ordinary shares of Combined Company, (iv) the PIPE Investors are expected to own approximately 2.4% of the outstanding ordinary shares of Combined Company, assuming the PIPE Investors will hold 4,020,000 PubCo ordinary shares, and (v) IBDC Asia Sdn. Bhd., an advisory firm to Alps, is expected to own approximately 0.9% of the outstanding ordinary shares of Combined Company, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion.
These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) the PIPE Investment is consummated in accordance with its terms for aggregate proceeds of $40,200,000, (ii) no additional public stockholders exercise their redemption rights in connection with the Business Combination, and (iii) 160,000,000 ordinary shares of Combined Company are issued to former Alps Holdco Shareholders in accordance with the Merger Agreement, with no Earnout Shares are issued. If actual facts are different from these assumptions, the percentage ownership retained by the Globalink stockholders and Alps Holdco Shareholders in the Combined Company, and associated voting power, will be different.
PubCo A&R Memorandum and Articles
Pursuant to the Merger Agreement, conditional upon approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal, and upon the Closing, the PubCo will adopt the PubCo A&R Memorandum and Articles. We currently also expect that upon the Closing, PubCo’s memorandum and articles of association will be amended and restated promptly to:
| ● | reflect necessary changes and to be consistent with the PubCo A&R Memorandum and Articles; and | |
| ● | make certain other changes that our board of directors deems appropriate for a public operating company. |
Name and Headquarters of the Combined Company
The name of the Combined Company will be ALPS Group or such other name as determined by the Combined Company Board, and the headquarters of the Combined Company will be located at Kuala Lumpur, Malaysia.
Background of the Business Combination
Globalink is a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. The proposed Business Combination was the result of an extensive search for potential transactions utilizing the network of Globalink’s management team, the Board and Globalink’s advisors.
Prior to the consummation of the IPO, neither Globalink, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target regarding a business combination with Globalink.
After the completion of the IPO, Globalink assessed and analyzed multiple prospective business combination targets and opportunities based on strength of business model, management team and growth prospects, among other factors. Representatives of Globalink contacted, and were contacted by, a number of individuals and entities with respect to potential business combination opportunities. Globalink evaluated, conducted preliminary due diligence based on publicly available information and other market research and engaged in various levels of discussions with, a number of different potential business combination targets. In connection with such evaluation, preliminary due diligence and discussions, Globalink entered into discussions or negotiations with representatives of more than 30 potential business combination targets. After reviewing and considering these opportunities, Globalink management determined that Alps offered the most compelling business combination opportunity, and Globalink entered into a letter of intent with Alps on October 23, 2023.
Alongside the outreach and pre-letter of intent discussions with Alps, Globalink also met and conducted discussions with representatives of, and commenced preliminary due diligence on, several other potential target opportunities. In particular, Globalink entered into a merger agreement with Tomorrow Crypto on August 3, 2022 regarding the business combination between Globalink and Tomorrow Crypto. The merger agreement was subsequently terminated on March 8, 2023 by Globalink. The Globalink Board decided to terminate the proposed business combination with Tomorrow Crypto primarily due to concerns over low Bitcoin trading prices at that time and the tightening regulatory environment that cryptocurrency industry players face and the associated uncertainties and unpredictability of such companies’ business prospects.
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Other major targets which Globalink met and conducted discussions with include: (i) an electric vehicle brand and manufacturing company based in Indonesia; (ii) an Australian copper mining company; (iii) a Japan headquartered blood diagnostic company that employs self-test kits and interactive I.T. technologies to provide consulting services; (iv) a new generation e-commerce business in Japan that empowers social media influencers to build independent businesses; and (v) a beauty and cosmetics company with original equipment manufacturer (“OEM”) and house brands targeting Japanese consumers. Globalink entered into non-binding and non-exclusive letters of intent with each of the five target companies referred to above, and Globalink ultimately decided to abandon each of such other potential target opportunities because of various reasons. Globalink terminated discussions with the Australia copper mining company in March 2023 because the potential target company could not reach an agreement with Globalink as to the distribution of money left in the Trust Account after redemption upon the consummation of an initial business combination. Globalink terminated discussions with the Indonesian electric vehicle brand in May 2023 because the Globalink Board was of the opinion that the electric vehicle market was highly competitive, and the success of an electric vehicle brand requires high investment and a long period of time to achieve profitability, and involves significant technological uncertainties, and the Globalink Board decided that the potential target was not an ideal target to conduct business combination with. The Globalink Board terminated negotiations with the Japanese blood diagnostic company and the Japanese e-commerce company in July 2023 and December 2023, respectively, because both potential targets did not have the capacity to secure financings for a substantial PIPE investment to be closed simultaneously with the closing of the Business Combination. The Globalink Board terminated negotiations with the Japanese beauty and cosmetics company in June 2023 because the potential target identified another special purpose acquisition company that better suited their needs.
On August 18, 2023, a business advisor, IBDC Asia Sdn. (IBDC”) arranged a meeting with Globalink’s Chairman of the Board of Directors and Chief Executive Officer, Mr. Say Leong Lim, regarding a potential De-SPAC transaction between Globalink and Alps. IBDC is a common business acquaintance of the Chief Executive Officers of both Globalink and Alps, and is not affiliated with either Globalink or Alps. IBDC briefed Mr. Lim on the profile and background of Alps and Alps’ plans to seek a public listing in the U.S. for its growth. Since the beginning of 2023, Alps had been preparing for a traditional initial public offering and listing on Nasdaq. No specific merger terms were discussed during this meeting, Mr. Say Leong Lim informed IBDC about Globalink’s objectives and timeline to consummate a business combination and expressed interest in exploring De-SPAC transaction and suggested to schedule a meeting between senior management teams of Alps and Globalink.
On September 19, 2023, Mr. Lim and representatives of Alps, including Dr. Tham Seng Kong, the founder and CEO of Alps, held a meeting to discuss a potential De-SPAC transaction between Globalink and Alps. In the meeting, Mr. Lim introduced Globalink and the concept of a De-SPAC transaction, indicating the criteria of Globalink’s target selections and expectations. In turn, Dr. Tham shared Alps’ strategic plans, including the reasons for considering a De-SPAC transaction as an option to go public and become listed on Nasdaq. Dr. Tham explained that the key objective of Alps is to have a publicly listed platform for growth, expansion, working capital and to increase investor confidence in their business. The listing will also enhance Alps’ international visibility, shareholder liquidity, and overall corporate governance. Both parties agreed that mutual interest are aligned, and Alps and Globalink would create a good partnership. Therefore, the Alps team expressed interest in exploring a De-SPAC transaction as an alternative to a traditional IPO for several strategic reasons, particularly considering the presence of PIPE investors.
The Alps management team conducted an evaluation of the proposed business combination and the advantages and disadvantages of a De-SPAC transaction. Alps management are of the view that a De-SPAC transaction offered more flexibility and favorable terms compared to a traditional IPO, particularly in terms of speed to market, valuation and investment conditions.
A De-SPAC transaction is typically faster than a traditional IPO. The timelier speed to market would allow Alps to accelerate its development plans, including advancing multiple product candidates and preparing for commercialization if any of these candidates are approved. For a De-SPAC, the transaction and valuation is agreed upon during negotiations with the SPAC. This provides greater pricing certainty for Alps.
Alps emphasized that listing on Bursa Exchange or the Singapore Exchange would confine Alps to a more regional presence, while Nasdaq provides a global platform. Alps chose Nasdaq to align with its ambition to become a global company and leverage the international visibility and opportunities that come with it.
Overall, Alps viewed the De-SPAC transaction as a strategically advantageous and efficient pathway to becoming a publicly traded company while securing the necessary capital to support its development objectives.
On September 25, 2023, Mr. Lim of Globalink, Mr. Kelvin Chin, the Chief Financial Officer of Globalink, visited Alps to view its office and facilities. Representatives of Alps, including Dr. Tham, had further questions about the differences between a traditional initial public offering and a De-SPAC transaction, particularly in regards to timing, dilution, raising additional capital, and due diligence. During the discussion, the representatives of Alps highlighted to the Globalink representatives the growth potential of the Southeast Asian market and Alps’ plan and strategies to grow its business and expand its operations post-Closing. The Alps representatives asked the Globalink representatives whether any mechanism could capture Alps’ growth potential which can be reflected in the terms of the Merger Agreement. Both parties explored the idea of using earn-out shares as a performance indicator and incentive for Alps in achieving revenue or share price milestones. Both parties also discussed how Globalink’s existing management team can support the De-SPAC process. Globalink indicated to Alps that an Insider Letter was already in place, and Globalink Support Agreement would be in place to demonstrate the Initial Stockholders’ commitment. In conclusion, Alps requested the execution of a non-disclosure agreement and a draft of letter of intent. During the same meeting, Globalink and Alps discussed the expected pre-money valuation, with Alps indicating an expected range of $1.5-1.7 billion.
On October 10, 2023, Globalink informed Alps that Chardan is the M&A and capital markets advisor to Globalink, and Hunter Taubman Fischer and Li LLC is the U.S. securities legal counsel of Globalink. Further discussions took place between Globalink and Alps regarding the proposed business combination and U.S. capital market outlook.
On October 23, 2023, Globalink and Alps entered into a confidentiality agreement and executed a non-binding letter of intent. Alps subsequently provided Globalink with access to an online data room and certain other information for purposes of GLLI conducting a business, legal and financial due diligence. This non-binding letter of intent included a $1.5 billion pre-money valuation, which was subject to due diligence reviews and board approvals. Representatives of Globalink performed a high-level due diligence on Alps and participated in phone calls and working sessions with representatives of Alps regarding diligence and other commercial and legal matters.
On November 8, 2023, representatives of Alps, including Dr. Tham, hosted meeting with representatives of Globalink at Alps’ office in Kuala Lumpur, including Mr. Lim and Mr. Kelvin Chin, discussing updates on Alps’ business, operations, the competitive environment, future growth opportunities, and Alps’ commitment to the environment, social and governance. Globalink was also introduced to Alps’ Malaysian legal counsel, Darryl, Edward & Co. It was noted in the meeting that the last private fund raise of Alps in September 2023 totaled US$2.5 million, at a valuation of US$1.0 billion. Dr. Tham informed the Globalink team that several potential investors had expressed verbal interest in investing in Alps at a valuation of US$1.6 billion. Alps committed to Globalink that the PIPE investment will be secured after a definitive business combination agreement is finalized. Consequently, both parties mutually agreed to increase the valuation of Alps from the initial valuation of US$1.5 billion in the letter of intent to US$1.6 billion in recognition of the PIPE commitments.
On November 13, 2023, Globalink and Alps had an online meeting to discuss the status of the due diligence and PCAOB audit as well as the timeline, investment highlights and mitigating factors of the potential De-SPAC transaction.
On November 16, 2023, the parties met and discussed cashflows, net assets, revenues, investor presentation, data room updates, potential earnouts and the composition of board, which consists of five seats, with one seat to be appointed by Globalink. During discussions, Globalink representatives acknowledged Alps’ growth potential and proposed including an earn-out provision in the Merger Agreement. Alps suggested the earn-out constitute 50% of the total merger consideration, based on a US$1.6 billion valuation, with milestones set over eight years following the Closing. Globalink countered with a proposal for the earn-out to represent 20% of the total merger consideration, with milestones over four years. Ultimately, both parties agreed on an earn-out of 30%, with milestones over five years, deeming this timeframe sufficient for Alps to implement its growth strategies post-Closing. Both parties agreed that revenue of the Combined Company would serve as the key performance indicator as it can represent the growth rate of a life science company reasonably accurately, and Globalink reviewed Alps’ historical revenues of the fiscal years ended March 31, 2022 and 2023. The Alps representatives proposed revenue milestones of US$5 million, US$10 million, US$16 million, US$23 million and US$31 million for the five years after the Closing. The Globalink representatives countered with higher targets of US$7 million, US$14 million, US$23 million, US$34 million and US$56 million, respectively. The Alps representatives accepted Globalink’s proposal, and both parties reached an agreement as to the size of the earn-out and the applicable milestones.
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On November 23, 2023, Globalink and Alps discussed potential engagement of Investor Relations and Public Relations for the business combination.
On December 14, 2023, representatives of Globalink, including Mr. Say Leong Lim and Mr. Kelvin Chin, met with representatives of Alps, including Dr. Tham, to further discuss business, legal and financial due diligence matters. The Globalink team also went through the terms of the proposed non-binding letter of intent, including a revised valuation of $1.6 billion. Globalink team held an online meeting with Chardan providing an update on progress and status.
On January 5, 2024, Alps informed Globalink on the capital and targeted PIPE capital raise with A and B teams assigned to identify potential local and foreign investors. Team A was primarily focusing on investments from ultra-high net worth individuals, while Team B is focusing on potential investments from institutions and corporations. Team A, led by Alps, identified several potential PIPE investors who were not affiliated with Globalink, the Sponsor, Alps, or Alps’ affiliates. Globalink and Alps reached a preliminary agreement to the material terms and conditions governing the PIPE Investment, with the form of subscription agreement to be finalized by Globalink’s outside legal counsel, Hunter Taubman Fischer and Li LLC. A copy of the draft Business Combination Agreement and Alps’ Teaser Deck will be provided to the potential investors to evaluate the investment opportunity. Alps’ Teaser Deck includes certain information about Alps, including its corporate history, business model and operations, its growth strategies and visions, research and development team and projects, and introduction of its board of directors. Mr. Lim of Globalink met with Dr. Tham of Alps in person to have follow-up discussions on business, legal and financial due diligence matters.
On January 19, 2024, Hunter Taubman Fischer and Li LLC circulated a draft of the Merger Agreement to the team for review and finalization. The draft of the Merger Agreement included terms relating to the set-up of an escrow account, holding certain percentage of Merger Consideration Shares as the sole source of payment for the obligations of the Alps Holdco Shareholders for their indemnification obligations under the Merger Agreement, for the relevant parties’ consideration and discussions. Over the next few days, representatives of Globalink and its counsel and advisors liaised and discussed the draft Merger Agreement with Alps and its outside counsel and advisor, and held a number of phone calls and working sessions regarding diligence and other commercial and legal matters and agreed on various outstanding terms with respect to the De-SPAC transaction, including, among others, (i) closing conditions; (ii) transaction structure; (iii) valuation; (iv) financial reporting periods; (v) corporate governance matters; (vi) break-up fee arrangements; and (vii) representations, warranties, approvals and covenants to be provided by the parties under the Merger Agreement. Representatives of Globalink and Alps also considered the inclusion of an escrow account and determined it was reasonable to both parties. As of the date of this proxy statement/prospectus, no draft escrow agreement has been circulated and negotiated among Globalink, Alps and the escrow agent.
On January 23, 2024, the Globalink team, including its directors Beh Hong Shien, Lai Kian Huat, Agnes Wong, and management team, Say Leong Lim and Kelvin Chin, held an internal meeting to discuss and review the following items such as (i) the target’s business, growth potential of the industry, and the plan of expanding into Southeast Asia and Middle East markets; (ii) the target’s management team; (iii) due diligence results; (iv) the form, terms and conditions of the Merger Agreement, including all exhibits and schedules attached thereto and the transactions contemplated therein (including the Business Combination); (v) risks and mitigants; and (vi) the target’s valuation based on internal assessment using Alps’ forecasted discounted cashflow, price/revenue multiples, peer comparison, the special listing requirements of biotechnology companies under Regulation 18a of Hong Kong Stock Exchange, and the amount of PIPE Investment.
Regulation 18a of the Hong Kong Stock Exchange sets out additional listing conditions and disclosure requirements for biotech companies that seek to list publicly but are unable to satisfy the typical IPO profit, revenue/cashflow/market capital requirements. Under the regulation, a biotech company needs to meet certain key criteria, including the following:
| ● | developed at least one core product beyond the concept stage or if the applicant has not completed any clinical trials, the Hong Kong Stock Exchange will evaluate the reason why and whether any substantive research and development and other work equivalent to the completion of one clinical trial has been performed; | |
| ● | has been undertaking research and development activities since at least 12 months prior to proposed listing; | |
| ● | funds raised from listing is for research and development to bring core product(s) to commercialization; | |
| ● | the company has either registered patents, patent application(s) and/or intellectual property in relation to its core products or joint developments; and | |
| ● | have a sophisticated investor invested in the company at least six months before the proposed listing and will stay through the IPO, with a 1% or more equity interest if at a valuation of HKD8 billion or above. |
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Globalink’s chief financial officer prepared the forecasted discounted cashflow projection, which was presented by Globalink’s chief executive officer and chief financial officer to the Globalink Board on January 23, 2024 in Kuala Lumpur, Malaysia. The forecasted discounted cashflow was prepared based on existing sources of revenue. The Globalink Board reviewed the presentation from Globalink’s chief executive officer and chief financial officer, followed by a Q&A and discussion session with the Globalink’s management. Alps’ forecasted discounted cashflow and price/revenue multiples tables are as follows:
A. Forecasted Discounted Cashflow (Rate of Discount – 14.00%)
| INCOME | EXPENSES | CASH OUTFLOW | NET CASH | DISCOUNTED CASH FLOW | ||||||||||||||||||||||||
| YEAR FOLLOWING CLOSING | CASH INFLOW | FIXED | VARIABLE | FIXED + VARIABLE | INFLOW LESS OUTFLOW | PRESENT VALUE | CUMULATIVE PRESENT VALUE | |||||||||||||||||||||
| 1 | USD | 13,629,636.00 | USD | 2,846,994.96 | USD | 7,087,410.72 | USD | 9,934,405.68 | USD | 3,695,230.32 | USD | 3,241,430.11 | USD | 3,241,430.11 | ||||||||||||||
| 2 | USD | 23,032,764.00 | USD | 2,846,994.96 | USD | 11,977,037.28 | USD | 14,824,032.24 | USD | 8,208,731.76 | USD | 6,316,352.54 | USD | 9,557,782.64 | ||||||||||||||
| 3 | USD | 39,246,092.00 | USD | 3,910,824.69 | USD | 21,192,889.68 | USD | 25,103,714.37 | USD | 14,142,377.63 | USD | 9,545,702.07 | USD | 19,103,484.72 | ||||||||||||||
| 4 | USD | 67,401,124.00 | USD | 3,910,824.69 | USD | 36,396,606.96 | USD | 40,307,431.65 | USD | 27,093,692.35 | USD | 16,041,640.88 | USD | 35,145,125.60 | ||||||||||||||
| 5 | USD | 116,613,743.00 | USD | 3,910,824.69 | USD | 62,971,421.22 | USD | 66,882,245.91 | USD | 49,731,497.09 | USD | 25,828,981.22 | USD | 60,974,106.82 | ||||||||||||||
The above table was prepared by Alps accounting and business development personnel for Globalink’s information and its review of Alps’ projected growth and performance. Alps used the estimated management accounts for the year ended March 31, 2024 as the base for the forecasts. Percentages of revenue and costs averages are from Alps’ historical financial statements for the fiscal years ended March 31, 2021, 2022 and 2023. Key assumptions of the projected financial results are as follows:
| i. | the forecasts are for the Malaysian market only (except for viii below which is targeted into the Indonesian market); | |
| ii. | discount rate of 14%; | |
| iii. | foreign exchange rate at USD1 to Malaysian Ringgit of 4.70; | |
| iv. | 83% increase p.a for sales of wellness products and services; | |
| v. | 66% increase p.a for sales of aesthetics and cosmetic products and services; | |
| vi. | 57% increase p.a for hair implants and transplant; | |
| vii. | 59% increase p.a for DNA and mRNA testing services; | |
| viii. | 50% increase p.a for blood diagnostic lab test services; | |
| ix. | where historical trend or data is unavailable, revenues are forecasted based on number of patients multiplied by the average costs of products/services; | |
| x. | variable costs are 52% of income for years 1 and 2 and 54% of income in Year 3, 4 and 5 following Closing respectively; | |
| xi. | fixed costs are USD1,889,548 with stepped increase of USD957,447 in Year 1 following Closing and USD1,063,830 in Year 3 following Closing; | |
| xii. | Alps has funds to execute its growth strategies; | |
| xiii. | As at March 31, 2024, Alps has discontinued Covid-19 screening services. Therefore, growth projections do not rely on these COVID-19 PCR testing services; | |
| xiv. | Alps’ NK Cell, Car-T and Mesenchymal Stem Cells treatments are able to treat certain targeted non communicable diseases such as pancreatic, prostate, lung, cervical, breast and colorectal cancers, non-Hodgkin’s lymphoma, kidney failure, lung disease, stroke and diabetes; | |
| xv. | For the NK Cell segment, projected revenue for Year 1 following Closing, is calculated based on an estimated total customer base of 22,348 patients, representing higher-income individuals with greater disposable income, with an assumed penetration rate of 1.6% and an anticipated price per treatment of USD11,500. Future revenue for this segment is projected to grow at an annual rate of 83.0% based on Alps’ estimate. As at March 31, 2024, Alps has not commenced operation for NK Cells segment; | |
| xvi. | For the Car-T segment, projected revenue is based on an estimated customer base of 1,940 patients, assuming a penetration rate of 1.6% and a projected price per treatment of USD46,250. Revenue for this segment is expected to grow at an annual rate of 83.0% in subsequent periods based on Alps’ estimate. As at March 31, 2024, Alps has not commenced operation for Car-T segment; | |
| xvii. | In arriving at the market that Alps can capture and service for NK Cell, Car-T and Mesenchymal Stem Cells treatments, the market size i.e potential number of patients in Malaysia affected with such identified conditions were identified. Alps has targeted the top 20 percentile patients by income profile, representing higher-income individuals with greater disposable income. Applying a conservative penetration rate of 8%, Alps projects a market capture rate of approximately 1.6%. This strategic focus aims to align Alps’ services with individuals more likely to afford advanced treatments; | |
| xviii. | Alps surveyed via calls and market surveys of other companies that provided similar products and services in order to gauge the ongoing market rates and the estimated costs of treatments; | |
| xix. | Alps expects its blood testing lab services to be a stable and growing revenue source due to the collaborations and partnerships that Alps intends to execute and further, the applicability of these services across various patient segments and its role in early diagnosis, regular monitoring, and post-treatment follow-ups. For this segment, projected revenue for Year 1 following Closing, is based on an anticipated volume of 182,500 tests, with an estimated price per test of USD24. Alps’ anticipates that revenue for this segment will grow at an annual rate of 50.0% thereafter. As at March 31, 2024, Alps has not commenced operation for blood testing services; | |
| xx. | Alps’ assumes that its NK Cell, Car-T and Mesenchymal Stem Cells treatments can be utilized in the Malaysian market under compassionate use, pending regulatory approval; and | |
| xxi. | the respective projected revenues from NK Cell, Car-T, Mesenchymal Stem Cells treatments and blood testing services have been determined based on Alps’ management assessment of the current market outlook and future strategic business plans. |
A higher discount rate will result in a lower present value of future cash flows, and vice versa. The 14% discount rate represents the opportunity costs of capital, reflecting the rate of return to compensate for the time value of money with the expected rate of inflation in Malaysia at 2.0% and the risks profile associated with Alps’ business.
The revenue growth rates took into consideration the trends and outlook of the markets that Alps operates in and Alps’ competitive position. Forecasted cost increases considered potential changes in material, labor and operating costs and also the impact of operational improvements or efficiency. The rates represent historical performances of Alps’ past growth trends and expectations provided by Alps’ management. In addition, the revenue growth is prudently in line with selected annual industry revenue averages of 117%.
The financial forecast reflects numerous estimates and assumptions with respect to the general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Alps’ business, all of which are difficult to predict and many of which are beyond Alps’ and Globalink’s control.
There are factors that may impact the assumptions, including:
| 1. | Economic conditions: macroeconomic trends, such as inflation and interest rates, and industry-specific economic factors that can impact demand, pricing, and costs. | |
| 2. | Market conditions: competitive landscape, including the actions of competitors and their impact on market share, pricing, and profitability, and changes in consumer preferences and behavior. | |
| 3. | Company-specific factors: revenue drivers, such as sales volume, pricing, and customer base, and cost structure, including labor, materials, and overhead expenses; investments in new products, services, or technologies; and management strategies and decision-making. | |
| 4. | Financial factors: access to financing and tax implications, including changes in tax rates or regulations. | |
| 5. | Regulatory and legal environment: changes in industry regulations, government policies, or laws that can impact the business, and compliance requirements and associated costs. | |
| 6. | Risks and uncertainties: potential disruptions, such as supply chain issues, technological changes, or geopolitical events, and exposure to foreign exchange fluctuations. |
The Company has relied on the following Alps’ historical revenue to come into conclusion with the above projections: -
| USD unless otherwise specified | FY’2021 ($) | FY’2022 ($) | FY’2023 ($) | FY’2024 ($) | Year 1 following Closing ($) | |||||||||||||||
| Wellness and others | ||||||||||||||||||||
| ● MSC Cells | 173,434 | 396,128 | 790,692 | 959,706 | 1,756,262 | |||||||||||||||
| ● NK Cells (1) | 0 | 0 | 0 | 0 | 4,112,032 | |||||||||||||||
| ● CAR-T Cells (2) | 0 | 0 | 0 | 0 | 1,435,600 | |||||||||||||||
| Cosmetic surgery and others | 8,529 | 104,697 | 120,612 | 261,400 | 433,924 | |||||||||||||||
| Hair transplant | 22,159 | 332,743 | 493,454 | 817,398 | 1,283,315 | |||||||||||||||
| DNA testing and mRNA testing | 178,600 | 131,615 | 82,545 | 131,134 | 208,502 | |||||||||||||||
| Blood Diagnostics (3) | 0 | 0 | 0 | 0 | 4,440,000 | |||||||||||||||
| COVID-19 screening services (4) | 1,400,000 | 1,700,000 | 1,100,000 | 0 | 0 | |||||||||||||||
| Total | 13,629,635 | |||||||||||||||||||
| (1) | As at the date of March 31, 2024, Alps has not commenced operation for NK Cells treatment. The projected revenue for the Year 1 following Closing is based on a publicly available information and information from certain data sources. These sources provided the following number of patients: 1,0891, 2,1462, 5,1393, 1,7404, 8,4185 and 3,8166. The aggregated estimate indicates a patient’s number of approximately 22,348 and, with an assumed penetration rate of 1.6%, and an estimated price of $11,500 averaged from market enquiries for each treatment, totaling a total revenue of $4,112,000. | |
| (2) | As at the date of March 31, 2024, Alps has not commenced operation for Car-T Cells treatment. The projected revenue for Year 1 following Closing is based on an estimated patient’s number of approximately 1,9407, assuming a penetration rate of 1.6% and an estimated price of $46,250 for each treatment, totaling a total revenue of 1,436,000. The source of reference is made with reference to other 3rd party providers in similar scale and size with Alps. | |
| (3) | As at the date of March 31, 2024, Alps has not commenced operation for blood testing services. The projected revenue for Year 1 following Closing is based on an estimated patient’s number of 182,500 equivalent to 100% of Alps’ potential partner’s Indonesian market share, at an estimated price of $24 for each product and/or service, totaling a total revenue of $4,440,000. The source of reference is based on Alps’ potential partner’s market shares in the Indonesian market. Alps intends to collaborate with the potential partner to jointly operate the potential Indonesian partner’s existing laboratory business. | |
| (4) | As at the date of March 31, 2024, Alps has discontinued Covid-19 screening services. Therefore, Covid-19 screening services is not considered in Year 1 following Closing. |
For the computation of average historical growth rates above, Alps’ management has adopted the actual revenue figures in Ringgit Malaysia (RM), which is the functional currency. This reflects the actual historical transaction currencies and operating environment, where USD was previously used as the presentation currency.
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In determining the future growth rates, Alps’ management has focused on certain products and services that have demonstrated a track record of substantial contributions. These products and services are anticipated to exhibit promising growth prospects in the future: -
Average Historical Growth Rate p.a. | FY’2021 | FY’2022 | FY’2023 | FY’2024 | ||||||||||||||||
| Wellness and others | 83.0 | % | N/A | 128.4 | % | 99.6 | % | 21.4 | % | |||||||||||
| Cosmetic surgery and others (1) | 66.0 | % | N/A | 1,127.5 | % | 15.2 | % | 116.7 | % | |||||||||||
| Hair transplant (2) | 57.0 | % | N/A | 1,401.6 | % | 48.3 | % | 65.6 | % | |||||||||||
| DNA testing and mRNA testing (3) | 59.0 | % | N/A | -26.3 | % | -37.3 | % | 59.0 | % | |||||||||||
| (1) | The growth rate for cosmetic surgery and others in FY’2022 is not considered in the computation of the average historical growth rate. | |
| (2) | The growth rate for hair transplant in FY’2022 is not considered in the computation of the average historical growth rate. | |
| (3) | The computation of the average historical growth rate for DNA testing and mRNA testing is based solely on the fiscal years 2023 and 2024. |
Alps’ management is of the opinion that CAR-T cells, NK cells and blood diagnostic services demonstrate a positive current market outlook and potential future business opportunities. The management’s assessment of these products and services is based on the following grounds: -
CAR-T Cell
| ● | CAR-T cell therapy have demonstrated its application in treating patients with select liquid tumors in the relapsed and refractory stage, and CAR-T are increasingly being investigated for solid tumors and other hematologic cancers. | |
| ● | The industry faces a viral-vector capacity constraint and a limited number of third-party suppliers. There is massive value for efficient gene-transfer tools that enable rapid modification of T-Cells with CARs (such as transposon, CRISPR, among other). | |
| ● | Allogenic CAR-T cell therapies can provide several significant advantages in manufacturing, including reduced costs of goods sold; a simplified supply chain and avoidance of issues with autologous CAR-T cells in harvesting, long vein-to-vein time and T-cell dysfunction. | |
| ● | There are growing efforts to explore combination therapies involving CAR-T with other treatments, such as checkpoint inhibitors, monoclonal antibodies, or targeted therapies. | |
| ● | Compared with inpatient reimbursement, treatment in outpatient facilities can increase number of patients who would benefit from CAR-T and improve economics for Alps. | |
| ● | Currently, CAR T therapies use centralized manufacturing sites that serve multiple clinical centers, presenting logistical challenges. Alps’ bench to bedside treatment of CAR-T cells, that is, manufacturing on-site at the facilities could massively increase capacity and reduce vein-to-vein time and costs. |
NK Cells
| ● | NK cell therapies are gaining attention as an effective form of immunotherapy, complementing T-cell therapies like CAR-T. | |
| ● | Innovations in genetic engineering are enhancing the efficacy and persistence of NK cells. Techniques such as CRISPR are being used to modify NK cells, allowing them to better target specific cancer antigens and evade tumor immune suppression. | |
| ● | A significant number of clinical trials are underway to evaluate the safety and efficacy of NK cell therapies across various types of cancers, including hematological malignancies and solid tumors. Positive early results are contributing to optimism about their future. | |
| ● | Development of scalable manufacturing processes for NK cells, such as large-scale expansion and cryopreservation techniques, is crucial for commercial viability and accessibility of these therapies. | |
| ● | The efficacy of next generation CAR-NK cells has been explored for several solid tumors, including ovarian and breast cancers, as well as glioblastoma. | |
| ● | NK cell therapies are anticipated to become an integral part of standard cancer treatment protocols, especially as combination therapies demonstrate synergies with existing modalities. |
Blood Diagnostics
| ● | Blood diagnostics shows potentials in adopting data-dependent products such as such as next-generation sequencing, companion diagnostics, and microfluidics. | |
| ● | A significant trend in the industry is the adoption of point-of-care testing, which facilitates immediate diagnostic results. | |
| ● | Diagnostic workflows are being enhanced through the application of AI and machine learning, which enable sophisticated data analysis, thereby improving Alps’ economics of dispensing blood testing services. | |
| ● | Blood diagnostics is able to identify genetic mutations or biomarkers that inform individualized treatment plans for cancer, cardiovascular diseases, and infectious diseases. | |
| ● | Blood diagnostics market is projected to experience substantial growth, driven by the increasing prevalence of chronic diseases, technological advancements, and the demands of an aging population. | |
| ● | Diagnostic labs are expanding their offerings by developing comprehensive test panels to simultaneously screen for multiple diseases. | |
| ● | The integration of telemedicine with blood diagnostics is gaining momentum, enabling remote monitoring and home-based testing options to meet evolving patient needs. | |
| ● | Growing awareness of health disparities is encouraging the development of equitable access to blood diagnostics, particularly in underserved communities, through innovative outreach and testing initiatives. |
Based on the above outlook, Alps’ management intends focus on its future strategic business plans that includes: -
| ● | improve operational agility and equipment utilization to manufacturing-site capacity for individual pipelines, introducing the ability to run multiple products in fewer lines, and thereby improving Alps’ readiness to respond quickly to the needs of a volatile market. | |
| ● | undertaking the right partnerships or collaboration decisions to expand capacity, which may encompass leveraging on shared technologies, asset deployment, or capital-expenditure efficiency. | |
| ● | improving manufacturing efficiency and supply chain to manage inventory, distribution logic, and the complexities of the cold chain network. | |
| ● | considering a presence and market awareness in emerging markets and the associated cost, regulatory and market-access implication with great care. | |
| ● | building or acquiring strong, competitive regional network with the right suppliers, manufacturing plants and distribution capabilities to balance cost, service and patient acceptance. | |
| ● | promote sustainable practices and reduce operating costs by methodically adopting lean practices and improving process technology. |
Alps’ revenue forecasts are grounded in the abovementioned current market outlook and future business plan. These revenue forecasts are underpinned by an analysis of its (1) future market size and growth potential, (2) patient demographics and potential penetration into emerging markets, (3) existing and potential partnerships, collaboration, and distribution networks, and (4) ongoing availability of financial resources.
The specific information estimates and assumption for this projection included in this proxy statement/prospectus were prepared at the request of and disclosed to Globalink as part of its overall evaluation of Alps. These projections were provided to the Globalink Board for consideration and evaluation purposes. Alps does not warrant the accuracy, reliability, appropriateness, or completeness of the projections, whether to Globalink or to any other party. Neither Alps’ management nor its representatives, advisors, or affiliates make any representations regarding the actual future performance of Alps compared to the projections provided. Additionally, Alps does not plan to reference these projections in its future periodic reports filed under the Exchange Act.
The financial projections are forward looking statements that are inherently subject significant uncertainties and contingencies, many of which are beyond Alps’ and Globalink’s control. The various risks and uncertainties include those set forth in “Risk Factors,” “Globalink’s Management’s Discussion and Analysis of Financial Condition and Results of Operation of Alps” and “Cautionary Note Regarding Forward-Looking Statements.” As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. Alps has affirmed to Globalink that its forecasts reflect the views of the management and board of directors of Alps about its future performance as of the date of this proxy statement/prospectus.
B. Peer Price/Revenue Multiples
| Company Code | Market Cap ($MM) | Revenue | Net Earnings | Market Cap / Revenue | ||||||||||
| ABCL (NSDQ) | 1.66B | 38,025,000.00 | -146,398,000.00 | 43.66 | ||||||||||
| ACAD (NSDQ) | 5.14B | 726,437,000.00 | -61,286,000.00 | 7.08 | ||||||||||
| AGIO (NSDQ) | 1.24B | 26,823,000.00 | -352,088,000.00 | 46.23 | ||||||||||
| ACCD (NSDQ) | 671.92M | 414,292,000.00 | -459,650,000.00 | 1.62 | ||||||||||
| ALNY (NSDQ) | 24.02B | 1,828,292,000.00 | -440,242,000.00 | 13.14 | ||||||||||
| FOLD (NSDQ) | 4.16B | 399,356,000.00 | -151,584,000.00 | 10.42 | ||||||||||
| BHVN (NYSE) | 3.43B | 0.00 | -408,168,000.00 | - | ||||||||||
| AMLX (NSDQ) | 993.86M | 380,786,000.00 | 49,271,000.00 | 2.61 | ||||||||||
| WOCK (NSE) | 732.96M | 322,817,118.00 | -68,070,452.00 | 2.27 | ||||||||||
| STAR.NS (NSE) | 715.92M | 449,141,630.00 | -24,675,235.00 | 1.59 | ||||||||||
| OBIO TECHNOLOGY (SSE) | 814.80 M | 28,882,794.00 | -18,042,608.00 | 28.21 | ||||||||||
| *the Highest & The Lowest was removed to get the average | ||||||||||||||
| Average | 2.09B | 259,713,212.44 | -179,557,340.00 | 15.79 | ||||||||||
| ALPS | 1.60 B | 3,594,828.00 | -729,862.00 | 445.08 | ||||||||||
| Conversion of currency as of December 2023 AVG | ||||||||||||||
| USD | HKD | CNY | INR | MYR | ||||||||||
| 1 | 0.13 | 0.14 | 0.012 | 0.21 | ||||||||||
| Legend | Market Cap | Date | Revenue/ Net Earnings 2023 | |||
| AbCellera Biologics Inc. (ABCL) | https://finance.yahoo.com/quote/ABCL/key-statistics/ | 12/31/2023 | https://www.marketscreener.com/quote/stock/ABCELLERA-BIOLOGICS-INC-116373768/finances-income-statement/ | |||
| ACADIA Pharmaceuticals Inc. (ACAD) | https://finance.yahoo.com/quote/ACAD/key-statistics/ | 12/31/2023 | https://www.marketscreener.com/quote/stock/ACADIA-PHARMACEUTICALS-IN-8222/finances-income-statement/ | |||
| Agios Pharmaceuticals, Inc. (AGIO) | https://finance.yahoo.com/quote/AGIO?.tsrc=fin-srch | 12/31/2023 | https://www.marketscreener.com/quote/stock/AGIOS-PHARMACEUTICALS-INC-13709228/finances-income-statement/ | |||
| Accolade, Inc. (ACCD) | https://finance.yahoo.com/quote/ACCD/key-statistics/ | 11/30/2023 | https://www.marketscreener.com/quote/stock/ACCOLADE-INC-109224285/finances-income-statement/ | |||
| Alnylam Pharmaceuticals, Inc. (ALNY) | https://finance.yahoo.com/quote/ALNY/key-statistics/ | 12/31/2023 | https://www.marketscreener.com/quote/stock/ALNYLAM--I-8322/finances-income-statement/ | |||
| Amicus Therapeutics, Inc. (FOLD) | https://finance.yahoo.com/quote/FOLD/key-statistics/ | 12/31/2023 | https://www.marketscreener.com/quote/stock/AMICUS-THERAPEUTICS-INC-40449562/finances-income-statement/ | |||
| Biohaven Ltd. (BHVN) | Biohaven Ltd. (BHVN) Valuation Measures & Financial Statistics | 12/31/2023 | https://www.marketscreener.com/quote/stock/BIOHAVEN-LTD-144171176/finances-income-statement/ | |||
| Amylyx Pharmaceuticals, Inc. (AMLX) | https://finance.yahoo.com/quote/AMLX/key-statistics/ | 12/31/2023 | https://www.marketscreener.com/quote/stock/AMYLYX-PHARMACEUTICALS-IN-131408793/finances-income-statement// | |||
| Wockhardt Limited (WOCKPHARMA.NS) | https://finance.yahoo.com/quote/WOCKPHARMA.NS/key-statistics/ | 12/31/2023 | https://www.marketscreener.com/quote/stock/WOCKHARDT-LIMITED-9059063/finances-income-statement/ | |||
| Strides Pharma Science Limited (STAR.NS) | https://finance.yahoo.com/quote/STAR.NS/financials | 12/31/2023 | https://www.marketscreener.com/quote/stock/STRIDES-PHARMA-SCIENCE-LI-9743222/finances-income-statement/ | |||
| Obio Technology (Shanghai) Corp., Ltd. (688238.SS) | https://finance.yahoo.com/quote/688238.SS/key-statistics/ | 12/31/2023 | https://www.marketscreener.com/quote/stock/OBIO-TECHNOLOGY-SHANGHAI--142488012/finances-income-statement/ |
1 Galen Centre for Health and Social Policy. (n.d.). Early detection: Key to outcome of pancreatic cancer treatment. Retrieved from https://ova.galencentre.org/early-detection-key-to-outcome-of-pancreatic-cancer-treatment/#:~:text=The
2 New Normal, Same Cancer. (n.d.). Early detection of prostate cancer. Retrieved from https://newnormalsamecancer.org/early-detection/prostate-cancer/
3 National Center for Biotechnology Information. (n.d.). Lung cancer insights. Retrieved from https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10938108/
4 The Star. (2024, January 14). Statistics on cervical cancer in Malaysia alarming. Retrieved from https://www.thestar.com.my/news/nation/2024/01/14/statistics-on-cervical-cancer-in-malaysia-alarming#:~:text=PETALING%20JAYA%3A%20Cervical%20cancer%20is,Global%20Cancer%20Observatory%20(GCO)
5 New Straits Times. (2023, October 10). Breast cancer rise among Asian women. Retrieved from https://www.nst.com.my/lifestyle/heal/2023/10/964762/health-breast-cancer-rise-among-asian-women
6 Academia.edu. (n.d.). Characterization of multiple omics signatures in relation to dietary patterns for in silico personalized colon cancer risk stratification study: Study protocol for a case-control study and the challenges faced during the COVID-19 pandemic. Retrieved from https://www.academia.edu/86340672/Characterization_of_Multiple_Omics_Signatures_in_Relation_to_Dietary_Pattern_for_in_Silico_Personalised_Colon_Cancer_Risk_Stratification_Study_Protocol_for_a_Case_control_Study_and_the_Challenges_Faced_During_the_COVID_19_Pandemic
7 Novotech CRO. (2021). Non-Hodgkin lymphoma landscape in Asia-Pacific. Retrieved from https://novotech-cro.com/sites/default/files/2021-02/NHL%20Landscape%20in%20Asia-Pacific_2021.pdf.
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Despite Alps’ market cap/revenue ratio appears to be significantly higher than the peer companies listed above, the board of directors and the management of Alps recognize the fact that the Alps’ Market Cap/Revenue ratio is premised on the size of current business in Malaysia only and did not factor in any growth and expansion plans of the potential Southeast Asian markets that are approximately 20 times larger in terms of market size compared to that of Malaysia.
Alps selected the peer companies based on the following criteria:
| 1. | Industry Classification. Peer companies should operate within the same industry or sector. This helps ensure that the comparison is relevant, as companies in the same industry typically face similar market conditions, regulatory environments, and competitive dynamics. | |
| 2. | Geographic Focus. Peer companies should operate in the same geographic region and/or potential capital markets may be more relevant for comparison. | |
| 3. | Growth Stage. Peer companies should be at similar stages in their business life cycle (startup, growth, maturity, or decline) can lead to more accurate comparisons. | |
| 4. | Technology and Innovation. Where technology or pipelines plays a crucial role, peer companies should be ones that leverage similar technologies or have comparable levels of investment in research and development can yield more relevant comparisons. | |
| 5. | Customer Segmentation. If the peer companies serve similar customer bases or market segments, this can enhance the validity of the comparison. |
The board of directors and management of Alps used the above to serve as a guide and reference in order to have a better insight on the business and industry potentials as below.
| 1. | Valuation Benchmarking: The Market Cap/Revenue ratio can help assess whether a company is overvalued or undervalued relative to its peers. A significantly higher Market Cap/Revenue ratio may indicate that the market expects stronger growth or has greater confidence in that company’s future, while a lower ratio may suggest the opposite. | |
| 2. | Growth Potential Assessment: Companies with higher Market Cap/Revenue ratios may have stronger growth expectations from investors, indicating that they are anticipated to capture more market share or innovate effectively. This is particularly relevant in industries where future growth is pivotal, like technology and biotechnology. | |
| 3. | Comparative Analysis Across Different Firm Sizes: The Market Cap/Revenue ratio allows for comparisons between both large and small firms within the same industry, providing insights into how smaller or new companies are valued compared to established players, which can indicate market trends or investor preferences. | |
| 4. | Non-Profitability Indicator: In situations where traditional profitability metrics (like P/E ratios) may not apply—as seen in nascent or growth-oriented companies—the Market Cap/Revenue ratio becomes an alternative way to gauge market expectations for future earnings based on current revenues. | |
| 5. | Guiding Business Decisions: Understanding relative Market Cap/Revenue ratios can help in constructing a portfolio that balances risk and potential returns, serving either as a screening tool as part of growth strategies. |
While the Market Cap/Revenue ratio alone should not and does not dictate investment decisions, it offers valuable insights into company valuations, market perceptions, and industry dynamics. Employing it in conjunction with other financial metrics and qualitative assessments can enhance the overall analysis and aid in making more informed business decisions. The management and board of directors of Globalink relied moderately on it in considering the peer price/revenue multiples, noting the following potential limitations:
| 1. | Different Business Models: Companies in the same industry may have vastly different business models, leading to differences in revenue generation and expenditure. | |
| 2. | Growth Rates: Companies may be at different stages of growth. High-growth companies may have lower immediate profits but higher sales, while mature companies might generate less revenue growth. | |
| 3. | Capital Structure and Debt Levels: This means that two companies may have similar Market Cap/Revenue ratios while having very different risk profiles. | |
| 4. | Market Sentiment and Speculation: Market capitalization can be heavily influenced by market sentiment, speculation, and trends, which may not reflect the underlying financial health of the company. | |
| 5. | Timing Issues: Revenue can fluctuate due to seasonality or one-time events (e.g., a big contract or product launch), so momentary spikes or dips in revenue can distort the Market Cap/Revenue ratio at any given time. | |
| 6. | Different Accounting Policies: Companies may employ different accounting practices, which can influence reported revenues. | |
| 7. | Market Capitalization Volatility: Stock prices can be volatile, leading to significant fluctuations in market capitalization, while revenues tend to be more stable. This volatility can cause the Market Cap/Revenue ratio to vary widely over short periods. |
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During the meeting, the Globalink Board also reviewed and compared certain information related to the following selected publicly traded biotechnology companies with operations similar to Alps for its analysis based on its experience and professional judgment (which companies are referred to as the “selected public companies”). Although none of the selected public companies is directly comparable to Alps, the companies listed below were chosen by Globalink because, among other reasons, they are publicly traded early-stage biotechnology companies with certain operational, business or financial characteristics that, for purposes of Globalink’s analysis, may be considered similar to those of Alps.
Although none of the selected public companies are directly comparable to Alps, they were selected as they share characteristics, such as:
| 1. | Industry Classification: Companies operating in the same industry or sector, which face similar market conditions, regulatory environments, and competitive dynamics. |
| 2. | Geographic Focus: Companies that operate in the same geographic region and/or similar potential capital markets. |
| 3. | Growth Stage: Companies at comparable stages in their business life cycle (e.g., startup, growth, maturity, or decline) were selected for more accurate comparisons. |
| 4. | Technology and Innovation: Companies leveraging similar technologies or pipelines or have comparable levels of investment in research and development to yield more relevant comparisons. |
| 5. | Customer Segmentation: Companies serve similar customer bases or market segments, this could enhance the validity of the comparison. |
Considering the relatively limited number of comparable business in the industry operating in the same geographical location and potential capital markets, Globalink selected as comparable companies some business with smaller market capitalization, such as WOCK, and STAR.NS which operate in India.
However, because none of the selected public companies is identical or directly comparable to Alps, Globalink believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Due to the early-stage status and the large number of product candidates in Alps’ pipelines as compared to the selected public companies, Globalink is of the view that the selected public company analysis is not a suitable approach to assess the valuation of Alps. As a result, Globalink did not conduct comprehensive valuation on Alps using the selected public companies analysis. The selected public company analysis was performed by Globalink only to review certain key data and inputs necessary to estimate Alps’ performance outlook relative to the industry. Accordingly, Globalink also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of Alps and the selected public companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.
Using publicly available information obtained from SEC filings and other publicly available data sources from January 5, 2024 to January 10, 2024, Globalink reviewed, for each selected public company, such selected public company’s market capitalization, which is referred to, with respect to the selected public companies, as “Market Value.” The rationale for including each of the selected public companies are listed in the following table:
| Company | Listing | Rationale | ||
| AbCellera Biologics Inc | U.S. | AbCellera operates a biotechnology platform similar to Alps, emphasizing early-stage biotech innovations.
| ||
| Acadia Pharmaceuticals Inc | U.S. | Acadia incurs ongoing losses, providing a relevant comparison to Alps’ financial position.
| ||
| Agios Pharmaceuticals Inc | U.S. | Agios is in a high-growth biotech company with early-stage revenue and significant losses, closely mirroring Alps’ financial structure and growth outlook.
| ||
| Accolade Inc | U.S. | Accolade is in a more mature revenue streams, giving Alps a more balanced outlook on revenue growth within biotech.
| ||
| Alnylam Pharmaceuticals Inc. | U.S. |
|
Alnylam is closely aligned with Alps’ focus on developing mRNA as its modality, demonstrating the market potential in the mRNA-based therapies.
| |
| Amicus Therapeutics Inc | U.S. | While Amicus primarily operates in developed markets, its biotechnology focus and reliance on significant R&D investment make it relevant for comparison with Alps.
| ||
| Biohaven Ltd | U.S. | Biohaven has yet to generate any revenue but its market cap is supported by future revenue potential rather than current earnings.
| ||
| Wockhardt Ltd | India | Wockhardt is based in India and serves multiple emerging markets. This geographic focus is similar to Alps’ operational environment in Malaysia and potential expansion within Southeast Asia
| ||
| Strides Pharma Science Ltd | India | Strides serves a diverse customer base, including hospitals, clinics, and direct consumers, which parallels Alps’ customer segmentation. Alps, with a focus on diagnostics and wellness, shares a customer-driven approach with Strides, catering to healthcare providers and end-users. | ||
| Obio Technology (Shanghai) Corp Ltd | Shanghai | Obio offer diagnostic products and services to Asian market, directly comparable to Alps’ offerings, especially in genetic testing and diagnostics. |
There was no publicly available transaction that was directly comparable in terms of the uniqueness of Alps’ business model, its user base and core assets as well as its stage of development; thus, Globalink is of the view that the selected public company analysis is not a suitable approach to assess the valuation of Alps. In applying the market approach, different value measures or market multiples of the comparable companies are calculated and analyzed to induce a series of multiples that are considered representative of the industry average. Three commonly used price multiples are (i) Price-to-earnings (“P/E”) ratio; (ii) Market Cap-to-Revenue ratio; and (iii) Price-to-book value (“P/B”) ratio. The pre-requisite for the P/E ratio is being profit-making. However, Alps’ business is in its investment period with high growth potential but it is not yet profitable. Likewise, as a biotech platform, Alps’ fair value does not correlate closely with its book value, making the P/B ratio less relevant. Consequently, the Market Cap/Revenue ratio was selected as the most suitable metric for this analysis. Globalink has considered the following factors to use and rely on Market Cap/Revenue ratio:
| 1. | Valuation Benchmarking: the Market Cap/Revenue ratio can help assess whether a company is overvalued or undervalued relative to its peers. A significantly higher Market Cap/Revenue ratio may indicate that the market expects stronger growth or has greater confidence in that company’s future, while a lower ratio may suggest the opposite. |
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| 2. | Growth Potential Assessment: companies with higher Market Cap/Revenue ratios may have stronger growth expectations from investors, indicating that they are anticipated to capture more market share or innovate effectively. This is particularly relevant in industries where future growth is pivotal, like technology and biotechnology. |
| 3. | Comparative Analysis Across Different Firm Sizes: the Market Cap/Revenue ratio allows for comparisons between both large and small firms within the same industry, providing insights into how smaller or new companies are valued compared to established players, which can indicate market trends or investor preferences. |
| 4. | Non-Profitability Indicator: in situations where traditional profitability metrics (like P/E ratios) may not apply—as seen in nascent or growth-oriented companies—the Market Cap/Revenue ratio becomes an alternative way to gauge market expectations for future earnings based on current revenues. |
| 5. | Guiding Business Decisions: understanding relative Market Cap/Revenue ratios can help in constructing a portfolio that balances risk and potential returns, serving either as a screening tool as part of growth strategies. |
Globalink noted that the Market Cap/Revenue ratio alone should not and does not dictate investment decisions, it offers valuable insights into company valuations, market perceptions, and industry dynamics. Employing it in conjunction with other financial metrics and qualitative assessments can enhance the overall analysis and aid in making more informed business decisions. The Globalink Board relied moderately on it noting the following potential limitations:
| 1. | Different Business Models: companies in the same industry may have vastly different business models, leading to differences in revenue generation and expenditure. |
| 2. | Growth Rates: companies may be at different stages of growth. High-growth companies may have lower immediate profits but higher sales, while mature companies might generate less revenue growth. |
| 3. | Capital Structure and Debt Levels: this means that two companies may have similar Market Cap/Revenue ratios while having very different risk profiles. |
| 4. | Market Sentiment and Speculation: market capitalization can be heavily influenced by market sentiment, speculation, and trends, which may not reflect the underlying financial health of the company. |
| 5. | Timing Issues: revenue can fluctuate due to seasonality or one-time events (e.g., a big contract or product launch), so momentary spikes or dips in revenue can distort the Market Cap/Revenue ratio at any given time. |
| 6. | Different Accounting Policies: companies may employ different accounting practices, which can influence reported revenues. |
| 7. | Market Capitalization Volatility: stock prices can be volatile, leading to significant fluctuations in market capitalization, while revenues tend to be more stable. This volatility can cause the Market Cap/Revenue ratio to vary widely over short periods. |
Globalink analyzed the selected public companies based on their similarity to Alps, primarily in terms of certain quantitative and qualitative factors, including, but not limited to the total number of pipelines in development, the development stage of such pipelines, the estimated commercialization year and the estimated patient population size, based on consensus equity research analyst estimates, public filings and Globalink’s experience and professional judgment. Taking into account such quantitative and qualitative factors, Globalink observed the illustrative market value range of the selected public companies of $235 million to $5,034 million, the average market value of the selected companies of $1,723 million and the market value of Alps of $1,600 million.
The Globalink Board also noted that Alps and the Seller Representative verbally committed to securing PIPE Investment of an aggregate amount of US$40.2 million or more, which the Globalink Board considered to be the primary basis for the pre-money valuation of Alps of approximately $1.6 billion.
The Globalink’s board also considered various uncertainties, risks, and other potentially negative factors concerning the business combination, including but not limited to, the following:
| ● | Insufficient Funding Risks. The risk that Alps requires substantial additional funding to advance the development of its biotech product candidates, the costs associated with being a publicly listed company, combined with the capital-intensive nature of clinical development and expanding manufacturing capabilities, require ongoing investments. Failing to secure the PIPE Investment at Closing will hinder Alps’ long-term strategic plans and objectives. | |
| ● | Clinical-Stage Company Development Risks. The risk that Alps is a proof-of-concept and preclinical-stage company that has yet to commercialize its product candidates. Product development may be delayed due to difficulties in patient enrolment. Running multiple clinical trials is expensive and complex, especially for cell-based products. | |
| ● | Other Business and Regulatory Risks. The risk that the future financial performance of Alps may not meet the Globalink Board’s expectations due to factors both in and outside of Alps’ control, including change of policies by the Malaysian regulatory authorities regarding compassionate use of stem cell therapies. |
The Board was also informed that there were no discussions between Globalink’s management with Alps about continuing employment or involvement for any persons affiliated with Globalink before the Business Combination. There is no pre-existing relationship between Globalink, the Sponsor, and target and its affiliates, on one hand, and selected PIPE investors, on the other hand, and that there would not be a placement agent involved in the PIPE Investment. The above enabled the Board to make an informed business decision as recommended by Globalink’s management to support the business combination as it was concluded that the advantages of the proposed business outweigh potentially negative effects and it is in line with Globalink’s objective. The Board also agreed to engage an independent financial valuator to issue a fair value report.
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On January 28, 2024, GLLI and the Alps team including Dr. Tham finalized and agreed on remaining terms and conditions of the Merger Agreement and ancillary agreements. Towards the end, additional deliberations were focused on key risks factors that could negatively impact Alps’ operations and performance, including Alps’ services and product quality, sales targets, pricing strategy, costs and expenses overruns, expected return of PIPE Investment, clinical trials results, marketing strategies, industry competition, and governmental regulations. During the meeting, both parties considered and discussed the composition of board of the Combined Company again. Alps proposed that Alps shall appoint all five directors of the Combined Company, and Globalink accepted the proposal.
On January 30, 2024, the parties entered into the Merger Agreement.
After entering into the Merger Agreement, the Alps team began reaching out to potential investors for PIPE Investment on a larger scale to discuss the investment opportunities, and presented potential investors with its Teaser Deck to facilitate discussions. For potential investors who indicated interest, the Alps team would schedule video conferences or face-to-face meetings with the potential investors and bring them over the wall for more in-depth discussions. Following video conferences or face-to-face meetings, the Alps team held pitching sessions and entered into non-disclosure agreement with potential investors before providing them with an investor deck. Those potential investors who remain interested asked questions to the Alps team and negotiated the terms of the PIPE Investment. During this process, the Alps team were in constant communications with a PIPE Investor (“Investor One”), who the Alps team initially approached in November 2023 and later entered into a Subscription Agreement.
In April 2024, the Globalink team, Alps team and their counsels agreed to amend the Merger Agreement, to change the merger structure of the Business Combination to include two mergers, namely the Redomestication Merger and the Acquisition Merger, for the purposes of setting up a foreign incorporated company as the PubCo, and allowing the Combined Company to qualify for the foreign private issuer status after the Closing.
On May 6, 2024, representative of Alps, Dr. Tham Seng Kong, met the other PIPE Investor (“Investor Two”) at the Royal Selangor Golf Club in Kuala Lumpur, Malaysia, who was introduced by a common friend, and the representative of Alps introduced Alps and its business to the PIPE Investors, and shared with the PIPE Investors copies of public news of Alps and Globalink and the teaser.
On May 17, 2024, the Alps team received the identification information from Investor One.
On May 20, 2024, the parties amended and restated the Merger Agreement.
On June 4, 2024, the Alps team had a phone call with Investor Two to finalize the subscription details and the investment amount. Subsequently, Investor Two sent over his personal profile to us and passport for identification purposes. On the same day, Alps Holdco, Globalink, PubCo and Investor Two entered into a Subscription Agreement.
On June 5, 2024, Alps Holdco, Globalink, PubCo and Investor One entered into a Subscription Agreement.
On July 17, 2024, a PIPE Investor (“Investor Three”) conducted a site visit at Alps, during which the Alps team presented and shared its Teaser Deck, the Business Combination, and shared recent public news about Alps to the Investor Three. The Investor Three has subsequently entered into a Subscription Agreement on August 27, 2024.
Finder’s Fee to IBDC Asia Sdn. Bhd.
IBDC Asia Sdn. Bhd. (“IBDC”) is a private company incorporated in Malaysia in 2005 and provides business advisory services and business searching and matching services, including identifying special purpose acquisition companies for target companies seeking local or overseas listings.
Mr. Ler Leong Keh, a director of IBDC Asia, and Mr. Benny Tan, an Associate Director of IBDC, are acquainted with both of Mr. Say Leong Lim, Globalink’s Chief Executive Officer, and Dr. Tham Seng Kong, the Seller Representative, through previous business projects and connections in Malaysia. IBDC approached Mr. Say Leong Lim on behalf of Alps for a proposed business combination in August 2023, before IBDC was officially engaged by Alps. On August 18, 2023, IBDC arranged a meeting with Globalink’s Chairman of the Board of Directors and Chief Executive Officer, Mr. Say Leong Lim, regarding a potential De-SPAC transaction between Globalink and Alps. See “—Background of the Business Combination.”
After receiving indication from Globalink that Globalink was willing to explore a business combination with Alps, Alps officially engaged IBDC as its financial advisor in October 2023. The market rate in Malaysia for similar advisory and business searching and matching services is approximately 3% of the deal size. However, due to the potentially high valuation of Alps, the success fees payable to IBDC was negotiated and agreed at 0.5%, plus another 0.5% if the business combination agreement includes an earnout provision to reward future performance by Alps.
In October 2023, Globalink and Alps entered into a non-binding and non-exclusive letter of intent and started engaging in more thorough and official discussions. In January 2024, Globalink and Alps entered into the original Business Combination Agreement, which provided for an earn-out provision. As such, in accordance with the terms of engagement between Alps and IBDC, IBDC would be entitled to a fee of 1% of the Merger Consideration at the consummation of the Business Combination.
Board’s Discussion of Valuation and Reasons for the Approval of the Business Combination
In reaching its decision with respect to the Business Combination, the Board considered views of Globalink’s management regarding the opportunity represented by the proposed transaction and evaluated the investor presentation provided by Alps. Globalink’s management discussed its diligence to the Board, which included:
| ● | review of Alps’ financial results; | |
| ● | review of Alps’ financial projections model; | |
| ● | review of Alps’ descriptions of its business operations; | |
| ● | review of financial data of public companies that are comparable to Alps; | |
| ● | review of Alps’ capitalization table; | |
| ● | review of Alps’ corporate records, material agreements, employee agreements, tax, litigations and other business-relevant materials; | |
| ● | discussions with Alps’ management; and | |
| ● | on-site inspection of Alps’ operational facilities. |
The Board reviewed and analyzed the financial statements of Alps for the last three fiscal years, and the financial projections prepared by Alps for the upcoming five years following Closing. The financial projections were prepared for the information and review by the Board. The Board reviewed the historic results and projected results, and the underlying assumptions of the projections, which were based on historical performance of Alps and the performance of peer or competitor companies. However, the Board believes that the financial projections may have contained estimates and assumptions that susceptible to changes and uncertainties, and did not put much weight in considering the financial projections of Alps in determining the valuation of Alps nor in the decision of recommending the Business Combination for stockholders’ approval.
The Board supported the decision to enter into the Merger Agreement based on the Board’s evaluation of the above other due diligence by Globalink’s management and the investor presentation, and on the following qualitative and quantitative evaluations regarding Alps:
Business model
The Board reviewed the business model of Alps and believes that Alps adopts a business model that generates revenue through multiple revenue streams with relatively low overhead costs. The Board placed a moderate significant weighting on this factor.
Product Pipeline
Alps has the right to use certain patents and has developed several product pipelines with commercial potential and opportunities for future success in regional and international markets. The Board placed a moderate significant weighting on this factor.
Industry trends
| ● | Advances in biotechnology: Rapid advancements in biotechnology, such as gene editing technologies like clustered regularly interspaced palindromic repeats (CRISPR-Cas9), have unlocked new possibilities in drug discovery, disease treatment, and personalized medicine. These biotechnological breakthroughs offer tremendous potential for innovation and growth within the industry. | |
| ● | Growing demand for personalized medicine: Personalized medicine, which tailors treatment plans based on an individual’s genetic makeup, is gaining popularity. This trend provides opportunities for biotech companies to develop targeted therapies, companion diagnostics, and genetic testing services to meet the demand for more precise and effective healthcare solutions. | |
| ● | Focus on rare diseases and orphan drugs: The biotech industry has shifted focus towards rare diseases, also known as orphan diseases, which affect a small percentage of the population. Governments and regulatory bodies have implemented incentives and streamlined approval processes to encourage the development of orphan drugs, making it an attractive area for biotech companies to invest in. | |
| ● | Increased investment in biotech startups: Venture capital firms, pharmaceutical companies, and government entities are increasingly investing in biotech startups. This influx of funding has created a supportive environment for innovative ideas and technologies to be developed, leading to a vibrant ecosystem of entrepreneurial ventures within the industry. |
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| ● | Convergence of biology and digital technology: The convergence of biology with digital technology, such as artificial intelligence (AI), big data analytics, and machine learning, is transforming the biotech and life sciences landscape. These digital technologies enable faster and more accurate drug discovery, clinical trials, and patient care, improving overall efficiency and outcomes. | |
| ● | Rising global healthcare expenditure: With the global population aging and the increasing prevalence of chronic diseases, healthcare expenditure is on the rise. Biotech and life sciences companies are well-positioned to benefit from this trend by developing innovative therapies and solutions that address the evolving healthcare needs of the population. |
These positive trends create an optimistic outlook for the biotech and life sciences industry, presenting numerous opportunities for growth, innovation, and impact. The Board placed a high significance weighing on this factor.
For sources of the above statements and conclusions on the future trends in the biotechnology industry, please refer to the notes below.
Notes:
| 1. | Explore Emerging Biotech Trends in 2024 for Life Science Professionals. https://www.mrlcg.com/resources/blog/emerging-biotech-trends/ | |
| 2. | The Future of Biotech: Innovations and Trends in Science and Research. https://www.healthtechzone.com/topics/healthcare/articles/2024/06/21/459929-future-biotech-innovations-trends-science-research.htm. | |
| 3. | The Global Biotechnology Industry Outlook – 2024. https://www.marketsandmarkets.com/blog/HC/The-Global-Biotechnology-Industry-Outlook-2024 | |
| 4. | The Future of Biotech. https://www.dni.gov/index.php/gt2040-home/gt2040-deeper-looks/future-of-biotech | |
| 5. | Biotechnology Market Size, Share, and Trends 2024 to 2033. https://www.precedenceresearch.com/biotechnology-market | |
| 6. | Biotechnology Market Size & Trends. https://www.grandviewresearch.com/industry-analysis/biotechnology-market | |
| 7. | Biotechnology Industry Statistics: Market Data Report 2024. https://worldmetrics.org/biotechnology-industry-statistics/ |
Management team
The management team of Alps is composed of seasoned professionals with extensive experience and a track record of achievements in the field.
At the helm is Dr. Tham Seng Kong, a visionary and accomplished leader with a Bachelor of Medicine from Xiamen University, Doctor of Medicine (MD) Integrated Chinese & Western Clinical Medicine (Oncology) from Guangzhou University of Chinese Medicine (GUCM) and a Ph.D. in Clinical Discipline of Chinese and Western Medicine GUCM He also obtained his Masters of Business Administration from University of Pennsylvania, United States. With his deep scientific expertise and keen business acumen, he has successfully spearheaded multiple R&D projects and breakthrough therapies to market. Driven by an unwavering passion for improving patient lives, Dr. Tham possesses the ability to inspire and motivate the entire team at Alps.
Supporting Dr. Tham is Lisa Teoh @ Teoh Lee Eng, a seasoned executive with more than 20 years of experience in finance and operations. As the chief operating officer of Alps, she brings a strong operational acumen to Alps. Ms. Teoh is a registered civil engineer with professional institutions in Malaysia and is an ASEAN Chartered Professional Engineer. She earned her Master’s Degree in Engineering Science (Civil) (M.Eng) in 1996 as well as a Master of Philosophy from the University of Oxford, United Kingdom in 1997. Ms. Teoh later obtained her Master of Business Entrepreneur Management in 2018 and Doctor of Business Administration in 2020 from the Institute of Entrepreneurship Malaysia.
Leading the research and development efforts is Professor Manickam Ravichandran, a renowned expert in molecular biology and vaccine discovery. He obtained his M.Sc.-Medical Microbiology from Christian Medical College, Vellore and was awarded his Ph.D. in Biotechnology from Anna University in Chennai, India. He has a track record of developing innovative therapeutic candidates and leading clinical trials. He was previously appointed as the former Vice-Chancellor of AIMST University, Malaysia. Professor Manickam Ravichandran ‘s strategic thinking and scientific expertise are instrumental in guiding Alps’ research and development pipeline.
Leading another pipeline in vaccine development is Alps’ Chief Vaccine Development Officer, Professor Chit Laa Poh. Professor Poh obtained her Ph.D. in Medical Microbiology and Bacteriology from Monash University (Australia) and completed postdoctoral training at Pasteur Institute, Cambridge University, and University College London. Professor Poh served as the Inaugural Dean of the Faculty of Science and Technology from 2012 to 2014 and currently holds the position of Distinguished Professor and Head of the Centre for Virus and Vaccine Research (CVVR) at Sunway University, Malaysia.
The commercialization strategy and marketing efforts are overseen by Ms. Chew Yoke Ling, a seasoned marketing professional with a deep understanding of the biotech market landscape. With her market research expertise and customer-centric approach, she ensures the effective positioning and successful commercial launch of Alps’ products.
The Board placed a moderate significance weighing on this factor.
Reason for Alps to engage in the De-SPAC Transaction
Alps has expressed its interest in exploring a De-SPAC transaction as an alternative to a traditional IPO for several strategic reasons, particularly considering the presence of PIPE investors.
The management team of Alps has conducted an evaluation of the proposed business combination and the advantages and disadvantages of a De-SPAC transaction. They have determined that a De-SPAC provides greater flexibility and more favorable terms than a traditional IPO, particularly regarding speed to market, valuation, and investment conditions.
As compared to a traditional IPO, a De-SPAC transaction typically allows for a quicker transition to being a publicly traded entity. Alps believes that this accelerated timeline will enable Alps to fast-track its development plans, including advancing multiple product candidates and preparing for commercialization, contingent upon approval. Furthermore, in a De-SPAC, the transaction terms and valuation are negotiated directly with the SPAC, offering enhanced pricing certainty for Alps.
Alps emphasized that listing on Bursa Exchange or the Singapore Exchange would keep Alps to a more regional presence, while Nasdaq provides a global platform. Alps chose Nasdaq to align with its ambition to become a global company and leverage the international visibility and opportunities that come with it.
Overall, Alps considers the De-SPAC transaction to be a strategically advantageous and efficient method for going public, ensuring the necessary capital to support its development goals while achieving a faster market entry.
Competition
Alps provides commercialized services and products in Malaysia. Alps has a group of skilled, multilingual employee able to contribute to the company’s success. Out of the total employees of Alps, 66% or more has a bachelor’s degree or above and has an average working experience of 19 years each, and is comprised of individuals with diverse backgrounds and ethnicities, including Malay, Chinese, Indian and other ethnic backgrounds. This allows Alps to develop and communicate with customers from different backgrounds. Alps’ labor force also contributes to a low burn rate relative to many typical biotech companies. In addition, Alps operates in Malaysia, a market that provides a competitive advantage in terms of labor costs. For instance, the annual salary for a research scientist at Alps ranges from approximately USD 8,156 to USD 14,154, depending on experience and specialization. This is considerably lower than the salary range for similar positions in the United States, where salaries range from approximately USD 57,000 to USD 129,000 annually, depending on experience and specialization. Alps’ skilled, multilingual and cost-effective labor force gains the company a competitive advantage in its pipeline developments.
For the fiscal years ended March 31, 2024 and 2023, the burn rates of Alps were approximately US$1,490,000 and US$224,000, respectively. Burn rates are largely driven by research and development expenses. For instance, Moderna spent US$4.85 billion on research and development in 2023, Biogen incurred US$2.46 billion in research and development expenses in 2023, and Novartis incurred US$11.37 billion in research and development expenses. Burn rates for biotechnology companies can vary widely from tens of millions to over $100 million per quarter, depending on their stage of development and level of commercial operations. For clarity, the companies referenced above are significantly larger than Alps, with significantly larger research and development plans and costs. The Board placed a high significance weighing on this factor.
For sources of the above statements relating to Alps’ low burn rate relative to typical biotech companies, please refer to notes below:
Notes:
| 1. | The top pharmaceutical companies by R&D expenditure. https://www.pharmaceutical-technology.com/features/the-top-pharmaceutical-companies-by-rd-expenditure/ |
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Significant growth potential
Southeast Asia is a dynamic region that offers numerous advantages for businesses seeking growth and expansion. With a rapidly growing economy, a large consumer base, and a strategic location, Southeast Asia has become an attractive destination for both established corporations and emerging startups.
The region has experienced robust economic growth in recent years, fueled by factors such as urbanization, rising middle-class population, and increased foreign investment. This growth has created a thriving market with vast potential for businesses to tap into. Southeast Asia boasts a large and diverse consumer base. With a population of over 650 million people, the region offers businesses access to a vast market of potential customers. The middle class is expanding rapidly, leading to increased purchasing power and demand for products and services across various sectors. Additionally, with an increasingly aging population, Alps expects to observe increasing demand for its products and services.
Southeast Asia is also strategically located, serving as a gateway to the larger Asian market. Its proximity to China, India, and other emerging economies provides businesses with opportunities for regional integration and access to global supply chains.
Another advantage of Southeast Asia is its investment-friendly policies and business environment. Many countries in the region have implemented reforms to attract foreign investment, such as tax incentives, streamlined regulations, and improved infrastructure. This business-friendly ecosystem facilitates entry and expansion for companies seeking to establish a presence or invest in Southeast Asia. The region offers a large pool of young, educated, and motivated workers who are capable of driving innovation and productivity. With competitive labor costs compared to other regions, businesses can achieve greater cost efficiency and maintain competitiveness.
Additionally, Southeast Asia is a hub for innovation and entrepreneurship. The region has witnessed a burgeoning startup ecosystem, supported by incubators, accelerators, and venture capital investment. This vibrant startup culture fosters innovation, encourages collaboration, and provides opportunities for partnerships and synergies with local businesses.
The Board placed a high significance weighing on this factor.
For sources of the above statements and conclusions on the growth potential of Southeast Asia, please refer to the notes below.
Notes:
| 1. | The rise of the middle class and economic growth in ASEAN. https://documents.worldbank.org/en/publication/documents-reports/documentdetail/426681495130074444/the-rise-of-the-middle-class-and-economic-growth-in-asean | |
| 2. | A 3D view of Southeast Asia: demographics, digitisation and dynamism. https://www.business.hsbc.com/en-gb/insights/growing-my-business/a-3d-view-of-southeast-asia#:~:text=Southeast%20Asia%20is%20also%20home,5%25%20annually%20through%20to%202030.&text=This%20increase%20in%20purchasing%20power,foreign%20direct%20investment%20(FDI) | |
| 3. | Total population of the ASEAN countries from 2019 to 2029. https://www.statista.com/statistics/796222/total-population-of-the-asean-countries/ | |
| 4. | International Monetary Fund – Population. https://www.imf.org/external/datamapper/LP@WEO/VNM/IDN/PHL/MMR/MYS/KHM/LAO/THA/SGP/BRN/AUS | |
| 5. | Aging Southeast Asia grapples with weak social safety nets. https://asia.nikkei.com/Spotlight/Datawatch/Aging-Southeast-Asia-grapples-with-weak-social-safety-nets |
Management team’s reasons for engaging in De-SPAC Transaction
The decision to engage in a De-SPAC transaction as an alternative to IPO was influenced by several strategic reasons, particularly the presence of PIPE investors. The Alps management team conducted an evaluation of the proposed business combination, determining that a De-SPAC transaction provides more flexibility and favorable terms compared to a traditional IPO in terms of valuation and investment conditions. A key advantage was the shorter timeline of a De-SPAC transaction. Alps believed that this expedited process could allow Alps to finalize a definitive business combination agreement more quickly than traditional IPO. Alps believes that the ability to secure predictable capital combined with the efficiency of the De-SPAC process, would enable Alps to accelerate its development plans, including advancing multiple product candidates and preparing for commercialization if any of these candidates are approved.
Availability and terms of PIPE Investment
The Board also considered the availability and terms of the PIPE Investment prior to approving the Business Combination. Noting that PIPE Investment in the amount of approximately US$40.2 million from local investors from Malaysia would become available in connection with the Business Combination, the Board negotiated the terms of the PIPE Investment with Alps, and mutually agreed that the PIPE Investment would be used for PubCo’s working capital after the Business Combination. The Board determined that the terms of the PIPE Investment are fair and reasonable to Globalink. The determination was made unanimously in May 2024.
Prior to making such determination, the Globalink Board engaged in discussions and consultations with its management, financial and legal advisors of both Globalink and Alps Holdco, and reviewed the terms of the PIPE Investment. The Globalink Board considered matters such as (i) whether the terms of the PIPE subscription agreements are similar to the typical PIPE transactions entered into by other special purpose acquisition companies in connection with a De-SPAC transaction, and whether there are any usual terms not commonly observed, (ii) the potential investors’ profile, including each investor’s net worth and reputation, (iii) purpose of such investors’ investment and utilization, including whether they intend to hold PubCo’s shares for long-term investment, and (iv) the amount of the financing and the timing such financing proceeds are expected to be available. The Board also considered the US$1.6 billion valuation for the PIPE Investment as part of its determination that the PIPE Investment are fair and reasonable to Globalink, and the Board was of the view that the US$1.6 billion valuation was fair and reasonable, because such valuation was also accepted by the PIPE Investors who are independent third parties to Globalink and Alps, and compared this valuation with the market value range of selected public biotech companies of US$235 million to $5,039 million, with an average market value of US$1.723 billion, which were discussed in greater detail under “—Background of the Business Combination.” Based on all the factors discussed, the Board determined that the terms of the PIPE Investment are fair and reasonable to Globalink.
The Board placed a high significance weighing on this factor.
Valuation and Globalink Board’s Decision to Recommend the Business Combination
The Globalink Board considered the valuation and Merger Consideration in favor of recommending the approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal to its stockholders. In reaching the valuation of Alps Holdco, the Globalink Board considered (i) the verbal commitment of Seller Representative and Alps Holdco during the negotiation stage of securing PIPE Investment of an aggregate amount of US$40.2 million or more, (ii) the financing completed by Alps in September 2023, of US$2.5 million, and (iii) the other factors disclosed under “—Board’s Discussion of Valuation and Reasons for the Approval of the Business Combination.” The Globalink Board believed that the valuation of Alps Holdco and the Merger Consideration to be paid to Alps Holdco Shareholders are fair and reasonable to holders of Globalink common stock.
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Fairness Opinion
The Globalink Board considered obtaining a final fairness opinion as to the Merger Consideration paid to Alps Holdco Shareholders, and has considered Baker Tilly, a financial advisory, tax and assurance services firm, and Morison Advisory Sdn. Bhd., a financial advisory services firm based in Malaysia and a member firm of Morison Global, for a fairness opinion. Neither firm declined or were otherwise unable or unwilling to provide a fairness opinion to the Globalink Board. On February 2, 2024, after considering the qualifications, past project experience, and indicative fees of both firms, Globalink engaged Morison Advisory Sdn. Bhd. to provide a fairness opinion. Morison Advisory Sdn. Bhd. is a recognized professional services firm in Malaysia and specializes in financial advisory services in Malaysia. During the past two years, there has been no relationship between Morison Advisory Sdn. Bhd., its affiliates, and/or unaffiliated representatives, on one hand, and Globalink, the Sponsor, and/or their respective affiliates, on the other hand, and no such material relationship is being contemplated.
The Globalink Board instructed Morison Advisory Sdn. Bhd. to prepare an opinion assessing the fairness of the Merger Consideration to be paid by Globalink to the Alps Holdco Shareholders in connection with the Business Combination, and instructed Morison Advisory Sdn. Bhd. to produce the opinion on an expedited basis. No other instructions were provided by Globalink or the Sponsor to Morison Advisory Sdn. Bhd. in connection with the draft fairness opinion, nor did Globalink or the Sponsor impose any limitation on the scope of the investigation. The Globalink Board received a draft of fairness opinion from Morison Advisory Sdn. Bhd. in June 2024. After a thorough review and internal discussions, the Globalink Board decided not to rely on the fairness opinion for determining the valuation of Alps Holdco, as the Globalink Board believed that the valuation methods adopted by Morison Advisory Sdn. Bhd., the income approach using Discounted Cash Flow (“DCF”) method, was reliant upon underlying key assumptions susceptible to material changes and uncertainties. The Globalink Board did not put much weight in considering the draft fairness opinion in determining the valuation of Alps Holdco. Instead, the Globalink Board primarily considered (i) the verbal commitment of Seller Representative and Alps Holdco during the negotiation stage of securing PIPE Investment of an aggregate amount of US$40.2 million or more, (ii) the financing completed by Alps in September 2023, of US$2.5 million, and (iii) the other factors disclosed under “—Board’s Discussion of Valuation and Reasons for the Approval of the Business Combination.” The Globalink Board intends to waive the fairness opinion as a closing condition of the Business Combination.
Even though the Globalink Board will not obtain a final version of the fairness opinion and intends to waive the fairness opinion as a closing condition of the Business Combination, as compensation for the services of Morison Advisory Sdn. Bhd. in connection with the rendering of its draft opinion to the Globalink Board, Globalink agreed to pay Morison Advisory Sdn. Bhd. an aggregate fee of US$35,000.
The Globalink Board determined the amount of consideration to be paid to Alps Holdco’s securityholders and the US$1.6 billion valuation of Alps Holdco, without first seeking the recommendation of Morison Advisory Sdn. Bhd.
Draft Opinion of Morison Advisory Sdn. Bhd. to the Globalink Board
Globalink has engaged Morison Advisory Sdn. Bhd. as an independent financial advisor to the Globalink Board, specifically to provide to the Globalink Board an opinion as to the fairness, from a financial point of view, to holders of shares of Globalink common stock of the Merger Consideration to be paid by Globalink in the Business Combination. In June 2024, Morison Advisory Sdn. Bhd. delivered a draft written opinion to the Globalink Board (solely in their capacity as members of the Globalink Board) that, as of the date of such opinion and subject to and based on the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Morison Advisory Sdn. Bhd., the Merger Consideration to be paid by Globalink in the Business Combination was fair, from a financial point of view, to holders of shares of Globalink common stock. The full text of Morison Advisory Sdn. Bhd.’s draft written opinion, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Morison Advisory Sdn. Bhd., is attached as Annex J to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. For purposes of Morison Advisory Sdn. Bhd.’s analyses and opinion, Morison Advisory Sdn. Bhd. did not take into account the aggregate proceeds from the PIPE Investment and any issuance of Earnout Shares in connection with the Business Combination. The description of Morison Advisory Sdn. Bhd.’s draft opinion set forth herein is qualified in its entirety by reference to the full text of Morison Advisory Sdn. Bhd.’s draft opinion.
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Morison Advisory Sdn. Bhd.’s draft opinion was furnished for the use and benefit of the Globalink Board (in its capacity as such) in connection with its evaluation of the Merger Consideration from a financial point of view and did not address any other terms, aspects or implications of the Business Combination or any related transactions, the underlying business decision of Globalink to effect or enter into the Business Combination or any related transactions, the relative merits of the Business Combination or any related transactions as compared to any alternative strategy or transaction or the effect of any other transaction. Morison Advisory Sdn. Bhd.’s draft opinion was not a recommendation as to how the Globalink Board, and is not a recommendation as to how any stockholder, should vote or act with respect to any matters relating to the Business Combination or any related transactions, including without limitation, whether stockholders of Globalink should redeem their shares in connection with the Business Combination, or whether to proceed with the Business Combination or any related transaction.
In connection with its draft opinion, Morison Advisory Sdn. Bhd. made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Morison Advisory Sdn. Bhd. also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Morison Advisory Sdn. Bhd.’s procedures, investigations and financial analysis with respect to the preparation of its draft opinion included, but were not limited to, the items summarized below:
| ● | a draft of registration statement on Form F-4 prepared by PubCo in connection with the Business Combination; | |
| ● | Alps Holdco’s presentation deck dated May 2024; | |
| ● | financial projections of Alps Holdco comprising projected forecast income statements for ten (10) financial years (the “Financial Forecast”); | |
| ● | contacts and agreements entered into by Alps Holdco and its subsidiaries; | |
| ● | representation and explanation by the management and directors of Alps Holdco (the “Target Management”); and | |
| ● | other publicly available information in connection with the fairness opinion. |
Financial Analysis
Set forth below under this heading “—Financial Analyses” is a summary of the material financial analyses performed by Morison Advisory Sdn. Bhd. in connection with the delivery of Morison Advisory Sdn. Bhd.’s draft opinion to the Globalink Board. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Morison Advisory Sdn. Bhd. The financial analyses summarized below include information presented in tabular format. In order for Morison Advisory Sdn. Bhd.’s financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Morison Advisory Sdn. Bhd. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Morison Advisory Sdn. Bhd.’s financial analyses. Future results may differ from those described and such differences may be material.
Discounted Cash Flow Analysis (Income Approach)
A discounted cash flow analysis is a valuation technique that provides an estimation of the value of a business based on the cash flows that such business is projected to generate. A discounted cash flow analysis begins with an estimation of the annual cash flows that the subject business is expected to generate over a discrete projection period. The estimated cash flows for each of the years in the discrete projection period are then discounted to their present value equivalents using a rate of return appropriate for the risk of achieving the projected cash flows. Morison Advisory Sdn. Bhd. believes that the discounted cash flow method is an appropriate valuation method as Alps Holdco was still early-stage as of March 31, 2024, or the Valuation Date, and historical earnings are loss-making with substantial uncertainties over Alps Holdco’s future cash flow. The discounted cash flow method provides a more comprehensive assessment of Alps Holdco’s value by taking into consideration its business model, growth prospects, and risk profile.
Morison Advisory Sdn. Bhd. performed discounted cash flow analyses for Alps Holdco based on Alps Holdco’s financial projections for the ten (10) years commencing upon consummation of the Business Combination.
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Financial Forecast
| Year following Closing (USD) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 | ||||||||||||||||||||||||||||||
| Total Revenue | 13,629,636 | 23,032,764 | 39,246,092 | 67,401,124 | 116,613,743 | 203,145,196 | 356,108,468 | 627,790,302 | 1,112,354,442 | 1,979,781,088 | ||||||||||||||||||||||||||||||
| Growth (%) | 69.0 | % | 70.4 | % | 71.7 | % | 73.0 | % | 74.2 | % | 75.3 | % | 76.3 | % | 77.2 | % | 78.0 | % | ||||||||||||||||||||||
| Cost of Sales | 7,087,411 | 11,977,037 | 21,192,890 | 36,396,607 | 62,971,421 | 113,761,310 | 199,420,742 | 364,118,375 | 645,165,576 | 1,148,273,031 | ||||||||||||||||||||||||||||||
| Gross Profit | 6,542,225 | 11,055,727 | 18,053,202 | 31,004,517 | 53,642,322 | 89,383,887 | 156,687,726 | 263,671,927 | 467,188,866 | 831,508,057 | ||||||||||||||||||||||||||||||
| GP Margin | 48.0 | % | 48.0 | % | 46.0 | % | 46.0 | % | 46.0 | % | 44.0 | % | 44.0 | % | 42.0 | % | 42.0 | % | 42.0 | % | ||||||||||||||||||||
| Operating Expenses | 2,340,426 | 2,340,426 | 3,404,255 | 3,404,255 | 3,404,255 | 4,680,851 | 4,680,851 | 6,382,979 | 11,702,128 | 23,404,255 | ||||||||||||||||||||||||||||||
| EBITDA | 4,201,800 | 8,715,302 | 14,648,947 | 27,600,262 | 50,238,066 | 84,703,036 | 152,006,875 | 257,288,948 | 455,486,738 | 808,103,801 | ||||||||||||||||||||||||||||||
| EBITDA Margin | 30.8 | % | 37.8 | % | 37.3 | % | 40.9 | % | 43.1 | % | 41.7 | % | 42.7 | % | 41.0 | % | 40.9 | % | 40.8 | % | ||||||||||||||||||||
| Depreciation and Amortisation | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| EBIT | 4,201,800 | 8,715,302 | 14,648,947 | 27,600,262 | 50,238,066 | 84,703,036 | 152,006,875 | 257,288,948 | 455,486,738 | 808,103,801 | ||||||||||||||||||||||||||||||
| EBIT Margin | 30.8 | % | 37.8 | % | 37.3 | % | 40.9 | % | 43.1 | % | 41.7 | % | 42.7 | % | 41.0 | % | 40.9 | % | 40.8 | % | ||||||||||||||||||||
| Finance Costs | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Net Operating Profit Before Tax | 4,201,800 | 8,715,302 | 14,648,947 | 27,600,262 | 50,238,066 | 84,703,036 | 152,006,875 | 257,288,948 | 455,486,738 | 808,103,801 | ||||||||||||||||||||||||||||||
| PBT Margin | 30.8 | % | 37.8 | % | 37.3 | % | 40.9 | % | 43.1 | % | 41.7 | % | 42.7 | % | 41.0 | % | 40.9 | % | 40.8 | % | ||||||||||||||||||||
| Income Tax | 1,008,432 | 2,091,672 | 3,515,747 | 6,624,063 | 12,057,136 | 20,328,729 | 36,481,650 | 61,749,348 | 109,316,817 | 193,944,912 | ||||||||||||||||||||||||||||||
| Net Operating Profit After Tax | 3,193,368 | 6,623,629 | 11,133,200 | 20,976,199 | 38,180,930 | 64,374,307 | 115,525,225 | 195,539,600 | 346,169,921 | 614,158,889 | ||||||||||||||||||||||||||||||
| PAT Margin | 23.4 | % | 28.8 | % | 28.4 | % | 31.1 | % | 32.7 | % | 31.7 | % | 32.4 | % | 31.1 | % | 31.1 | % | 31.0 | % | ||||||||||||||||||||
| Year following Closing (USD) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 | ||||||||||||||||||||||||||||||
| EBITDA | 4,201,800 | 8,715,302 | 14,648,947 | 27,600,262 | 50,238,066 | 84,703,036 | 152,006,875 | 257,288,948 | 455,486,738 | 808,103,801 | ||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||
| Less: Income Tax Expense | (1,008,432 | ) | (2,091,672 | ) | (3,515,747 | ) | (6,624,063 | ) | (12,057,136 | ) | (20,328,729 | ) | (36,481,650 | ) | (61,749,348 | ) | (109,316,817 | ) | (193,944,912 | ) | ||||||||||||||||||||
| Less: Incremental Net Working Capital | (1,127,256 | ) | (1,650,549 | ) | (2,138,293 | ) | (3,739,483 | ) | (6,536,459 | ) | (11,719,003 | ) | (20,576,031 | ) | (37,418,085 | ) | (65,565,228 | ) | (117,073,743 | ) | ||||||||||||||||||||
| Net Available Cash Flow | 2,066,111 | 4,973,080 | 8,994,906 | 17,236,716 | 31,644,472 | 52,655,304 | 94,949,194 | 158,121,515 | 280,604,693 | 497,085,147 | ||||||||||||||||||||||||||||||
| PV Factor @ 14.0% | 0.937 | 0.822 | 0.721 | 0.632 | 0.555 | 0.486 | 0.427 | 0.374 | 0.328 | 0.288 | ||||||||||||||||||||||||||||||
| PV Factor of Cash Flows | 1,935,091 | 4,085,716 | 6,482,381 | 10,896,513 | 17,547,935 | 25,613,294 | 40,514,432 | 59,184,037 | 92,130,556 | 143,164,288 | ||||||||||||||||||||||||||||||
| PV Factor @ 15.0% | 0.933 | 0.811 | 0.705 | 0.613 | 0.533 | 0.464 | 0.403 | 0.351 | 0.305 | 0.265 | ||||||||||||||||||||||||||||||
| PV Factor of Cash Flows | 1,926,659 | 4,032,540 | 6,342,377 | 10,568,469 | 16,871,650 | 24,412,036 | 38,278,536 | 55,431,568 | 85,538,826 | 131,765,375 | ||||||||||||||||||||||||||||||
The financial projections that Morison Advisory Sdn. Bhd.’s opinion were based on were prepared by Alps’ finance and business development team, analyzing Alps’ future growth potential and financial performance. The projections period covered the ten (10) years commencing upon consummation of the Business Combination.
The projections were primarily driven by historical track records achieved during the fiscal years ended March 31, 2021, 2022, 2023 and 2024 as well as future market outlooks based on current and future business plans. The financial projections are subject to material uncertainties and risks, as previous performances are not guarantees of future performance and are subject to inherent risks, uncertainties and other factors that could cause actual results to differ materially from the future results expressed or implied. These include but limited to factors such as regulatory approval processes in various jurisdictions, market acceptance, development and commercialization of technologies. Given the inherent risks associated with the bio-technology industry, actual outcomes may materially differ from the forecasts presented.
The following tables represents the revenue track records and annualized historical revenue growth rates achieved for the fiscal years ended March 31, 2021, 2022, 2023, and 2024. For the avoidance of doubt, the revenue figures set out below have been converted from RM to USD at the exchange rate of USD 1.00 to RM 4.70, being the applicable rate at the time of the projections preparation as determined by Alps’ management, as RM was the currency in which the transaction was denominated. Thus, the revenue figures below do not align to the reported audited revenue figures which are disclosed based on actual exchange rates effective as at respective reporting periods.
| USD unless otherwise specified | FY’2021 (Audited) | FY’2022 (Audited) | FY’2023 (Audited) | FY’2024 (Unaudited) | ||||||||||||
| Wellness and others | 173,434 | 396,128 | 790,692 | 959,706 | ||||||||||||
| Cosmetic surgery and others | 8,529 | 104,697 | 120,612 | 261,400 | ||||||||||||
| Hair transplant | 22,158 | 332,743 | 493,454 | 817,398 | ||||||||||||
| DNA testing and mRNA testing | 178,600 | 131,615 | 82,545 | 131,134 | ||||||||||||
| Aesthetic | 104,295 | 65,805 | 165,963 | 16,729 | ||||||||||||
| Therapeutic products | 306,822 | 221,638 | 139,502 | 165,323 | ||||||||||||
| Clinical trial | n.a. | 213,059 | 478,424 | 2,468 | ||||||||||||
| Covid-19 screening | 1,411,843 | 1,684,517 | 1,061,496 | 157,876 | ||||||||||||
| Others | 93,503 | 81,778 | 72,070 | 123,249 | ||||||||||||
| Total Revenue | 2,299,184 | 3,231,980 | 3,404,758 | 2,635,283 | ||||||||||||
In determining the future growth rates, Alps management have considered products and services with track record of significant contributions and anticipated to have strong growth prospects in the future.
Average Historical Growth Rate p.a. | FY’2021 | FY’2022 | FY’2023 | FY’2024 | ||||||||||||||||
| Wellness and others | 83.0 | % | n.a. | 128.4 | % | 99.6 | % | 21.4 | % | |||||||||||
| Cosmetic surgery and others | 66.0 | % | n.a. | 1,127.5 | % | 15.2 | % | 116.7 | % | |||||||||||
| Hair transplant | 57.0 | % | n.a. | 1,401.6 | % | 48.3 | % | 65.6 | % | |||||||||||
| DNA testing and mRNA testing | 59.0 | % | n.a. | -26.3 | % | -37.3 | % | 59.0 | % | |||||||||||
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Based on discussions with Alps’ management, overall revenue projections of existing products and services are anchored in historical performance, utilizing the most recent data as of the fiscal year ended March 31, 2024, as the foundational baseline except for products and services not yet launched as of March 31, 2024. Revenue projections are forecasted to grow at a constant annual rate aligned with the average historical growth rate, as outlined in the table above.
In respect of revenue streams originating from the NK Cell, Car-T and blood testing segments where Alps has yet commence the operations as of March 31, 2024, the respective projected revenues have been determined based on Alps’ management assessment of the current market outlook and future strategic business plans.
For the NK Cell segment, projected revenue for the fiscal year ending March 31, 2025, is calculated based on an estimated total customer base of 22,348 patients, with an assumed penetration rate of 1.6% and an anticipated price per treatment of USD11,500. Future revenue for this segment is projected to grow at an annual rate of 83.0% based on management estimate. Similarly, for the Car-T segment, projected revenue is based on an estimated customer base of 1,940 patients, assuming a penetration rate of 1.6% and a projected price per treatment of USD46,250. Revenue for this segment is expected to grow at an annual rate of 83.0% in subsequent periods based on Alps’ management estimate.
For the blood testing segment, projected revenue for the fiscal year ending March 31, 2025, is based on an anticipated volume of 182,500 tests, with an estimated price per test of USD24. Alps’ management anticipates and estimates that revenue for this segment will grow at an annual rate of 50.0% thereafter.
The revenue breakdown is presented in the following table:
| USD unless otherwise specified | Annual Growth Rate p.a. | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 | |||||||||||||||||||||||||||||||||
| Wellness and others | ||||||||||||||||||||||||||||||||||||||||||||
| Mesenchymal Stem Cells | 83.0 | % | 1,756,262 | 3,213,960 | 5,881,548 | 10,763,232 | 19,696,715 | 36,044,988 | 65,962,328 | 120,711,060 | 220,901,240 | 404,249,268 | ||||||||||||||||||||||||||||||||
| NK Cell | 83.0 | % | 4,112,032 | 7,525,019 | 13,770,784 | 25,200,535 | 46,116,978 | 84,394,070 | 154,441,148 | 282,627,300 | 517,207,959 | 946,490,565 | ||||||||||||||||||||||||||||||||
| Car-T | 83.0 | % | 1,435,600 | 2,627,148 | 4,807,681 | 8,798,056 | 16,100,443 | 29,463,811 | 53,918,773 | 98,671,355 | 180,568,580 | 330,440,501 | ||||||||||||||||||||||||||||||||
| Cosmetic surgery and others | 66.0 | % | 433,924 | 720,314 | 1,195,722 | 1,984,898 | 3,294,930 | 5,469,584 | 9,079,510 | 15,071,986 | 25,019,497 | 41,532,365 | ||||||||||||||||||||||||||||||||
| Hair transplant | 57.0 | % | 1,283,315 | 2,014,805 | 3,163,244 | 4,966,293 | 7,797,079 | 12,241,415 | 19,219,021 | 30,173,863 | 47,372,964 | 74,375,554 | ||||||||||||||||||||||||||||||||
| DNA testing and mRNA testing | 59.0 | % | 208,502 | 331,518 | 527,114 | 838,111 | 1,332,597 | 2,118,830 | 3,368,939 | 5,356,613 | 8,517,015 | 13,542,053 | ||||||||||||||||||||||||||||||||
| Blood testing | 50.0 | % | 4,400,000 | 6,600,000 | 9,900,000 | 14,850,000 | 22,275,000 | 33,412,500 | 50,118,750 | 75,178,125 | 112,767,188 | 169,150,781 | ||||||||||||||||||||||||||||||||
| 13,629,636 | 23,032,764 | 39,246,092 | 67,401,124 | 116,613,743 | 203,145,196 | 356,108,468 | 627,790,302 | 1,112,354,442 | 1,979,781,088 | |||||||||||||||||||||||||||||||||||
The revenue growth rates assumptions as per the table above was based on the historical track record of Alps during the fiscal years ended March 31, 2021, 2022, 2023 and 2024 as well as expectations provided by Alps’ management. Per our discussion with Alps’ management, the projected revenue growth is consistent with selected peer companies annualized revenue growth rate averages of approximately 117%.
Additionally, the revenue growth rates took into consideration the trends and outlook of the markets that Alps operates in and Alps’ competitive position. Alps relies on historical data and industry benchmarks to project revenue milestones. It is important to note that the revenue trajectory is based on key regulatory approval milestones being achieved, where these timelines are preliminary and may be subject to changes beyond the control of Alps. Various factors, including but not limited to regulatory review periods, patient recruitment, trial execution, and unforeseen circumstances during the development process, could potentially impact these timelines.
For avoidance of doubt, Alps’ management has explicitly excluded revenue contribution from products pipeline which are still in proof of concept and pre-clinical stages except for NK Cell, Mesenchymal Stem Cells and Car-T but only included those products and services with operational history.
In terms of the operating expenses, the Alps management has projected the variable costs as a percentage of revenue based on historical operating metrics and factoring future growth rates as the operations scale as follows:
| USD unless otherwise specified | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 | ||||||||||||||||||||||||||||||
| Variable expenses | 7,087,411 | 11,977,037 | 21,192,890 | 36,396,607 | 62,971,421 | 113,761,310 | 199,420,742 | 364,118,375 | 645,165,576 | 1,148,273,031 | ||||||||||||||||||||||||||||||
| As a percentage of total revenue | 52.0 | % | 52.0 | % | 54.0 | % | 54.0 | % | 54.0 | % | 56.0 | % | 56.0 | % | 58.0 | % | 58.0 | % | 58.0 | % | ||||||||||||||||||||
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With respect to the fixed expenses, the Alps management has projected the base fixed expense as of fiscal year 2025 with estimated step-up increase over the projection periods due to expected increase in administrative, staff costs, rental and other expenses as follows:
| USD unless otherwise specified | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 | ||||||||||||||||||||||||||||||
| Fixed expenses | 2,340,426 | 2,340,426 | 3,404,255 | 3,404,255 | 3,404,255 | 4,680,851 | 4,680,851 | 6,382,979 | 11,702,128 | 23,404,255 | ||||||||||||||||||||||||||||||
Alps’ business is still in an early stage development biotechnology research, medical and wellness company with significant pipelines in pre-clinical testing phase, and if its business grows slower than Alp’s management expectations or current pipeline pre-clinical candidates fail to secure relevant regulatory approvals or experienced extended delays than beyond management expectation or fail to secure the necessary funding requirements in continuing the research and development, Alps’ business, financial condition, results of operations and prospects could be materially and adversely affected.
Morison Advisory Sdn. Bhd. strongly cautioned that these key assumptions are heavily dependent on a number of factors but not limited to:
| 1. | Economic conditions: broader macroeconomic factors, such as inflation, interest rate fluctuations, and general economic downturns, can significantly influence demand for biotechnology solutions, impact pricing strategies and operational costs. | |
| 2. | Market conditions: the competitive landscape within the emerging biotech sector is rapidly evolving, with actions by competitors affecting market share, pricing and profitability. Additionally, shifts in consumer preferences for healthcare and biotechnology solutions, alongside technological advancements, can affect the commercial viability of products. | |
| 3. | Company-specific factors: key drivers of revenue, such as patient volume, service pricing, and a diversified customer base, are crucial for financial stability. Cost structure, including labor, materials, and operational overhead, alongside significant investments in new biotechnology products, services, or platforms, can create financial strain. Early-stage clinical trials pose high uncertainty and setbacks could severely impact future revenue potential. | |
| 4. | Financial factors: access to financing remains a critical risk, especially for early-stage biotech companies that are heavily reliant on external funding needed for research and clinical trials. Any constraints in raising capital could delay or halt R&D activities and clinical trials. | |
| 5. | Regulatory and legal environment: the biotechnology sector is highly regulated and changes in industry regulations, government healthcare policies or intellectual property laws may introduce new compliance hurdles. Delays in regulatory approvals or unexpected shifts in legal requirements for clinical trials and certifications could impede product development milestone and increase development costs. | |
| 6. | Risks and uncertainties: disruptions such as supply chain issues or emerging technological innovations that may render current research development obsolete. Early clinical trials, face significant risks in R&D outcomes. Uncertain efficacy, unforeseen side effects or slow progress in technological advancements could delay the path to commercialisation or pathways to monetisation | |
| 7. | Intellectual Property Risks: protecting patents and proprietary assets are critical in the biotech industry as patent infringement could compromise the competitive edge, market entry or raise legal disputes. | |
| 8. | Talent Acquisition and Retention: ability to attract and retain skilled scientists, researchers, and management personnel is crucial as shortage of sufficient skilled talent or high employee turnover may jeopardise and adversely impact clinical trial progress. |
However, Morison Advisory Sdn. Bhd. understands that the management and board of directors of Alps have reviewed the forecasts and Alps has affirmed to Globalink that the forecasts represents the views of the management and board of directors of Alps about its future performance as of the date of this proxy statement/prospectus.
DCF Valuation
| USD mil unless otherwise specified | Low Case | High Case | ||
| Present Value of Discrete Cash Flow | 375.1 mil | 401.5 mil | ||
| Present Value of Terminal Value | 1,068.3 mil | 1,243.6 mil | ||
| Indicative Enterprise Value | 1,443.4 mil | 1,645.2 mil | ||
| Add: Surplus Cash and Bank Balances | 0.5 mil | 0.5 mil | ||
| Less: Amount due to Directors | 3.5 mil | 3.5 mil | ||
| Less: Loans and Borrowings | 0.5 mil | 0.5 mil | ||
| Indicative Equity Value | 1,439.8 mil | 1,641.5 mil |
Discounted Cash Flow Analysis
Morison Advisory Sdn. Bhd. determined the Enterprise Value (“EV”) by computing the net present value (“NPV”) of the free cash flow as of the Valuation Date. Based on the free cash flow, the indicative equity value of Alps Holdco as of March 31, 2024 ranges from USD1.4 billion to USD1.6 billion.
Globalink Board’s assessment of the pre-money valuation of Alps of approximately $1.6 billion based on the verbal commitment by Alps and the Seller Representative for PIPE Investment of an aggregate amount of US$40.2 million or more is within range of the computed indicative equity value of Alps Holdco as of March 31, 2024 ranges from USD1.4 billion to USD1.6 billion.
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The key consideration in Morison Advisory Sdn. Bhd.’s valuation include:
| ● | nil terminal growth rate justified by the nature of the business as a loss-making biotech company. This conservative approach acknowledges the inherent risks and uncertainties associated with the biotech sector, particularly for companies that are currently incurring losses due to substantial investments in research and development; | |
| ● | Morison Advisory Sdn. Bhd. applied discount rates ranging from 14.0% to 15.0%, reflecting Alps Holdco’s current development phase and its associated risk profile. See below section for the computation of WACC; | |
| ● | although Target Management has not projected capital expenditures, Morison Advisory Sdn. Bhd. assumed that Target Management will replace and maintain its property, plant and equipment starting from the terminal year onwards; | |
| ● | the networking capital projections are based on the turnover days of trade receivables and trade payables; and | |
| ● | Morison Advisory Sdn. Bhd. considered and applied mid-point discounting as it believed that this was a better reflection of the cash flows received than end period discounting. |
The discount rate used in the DCF analysis is derived from the Alps Holdco’s WACC. The WACC reflects the cost of equity and debt financing, adjusted for Alps Holdco’s capital structure and risk profile.
WACC Computation (discount rates range between 14.0% and 15.0%)
| Key Parameters | Low Case | High Case | Source of Information and Comments | |||||||
| Malaysia Risk Free Rate | 4.1 | % | 4.1 | % | 20-Year MGS rate. Source: Bank Negara Malaysia (“BNM”) | |||||
| Equity Risk Premium | 6.4 | % | 6.4 | % | Source: Damodaran Jan 2024 | |||||
| Unlevered Beta | 0.44 | 0.44 | Unlevered Equity Beta = Levered Equity Beta / [1 + (1-Tax Rate) × Debt-to-Equity] | |||||||
| Relevered Equity Beta | 0.48 | 0.48 | Levered Equity Beta = Unlevered Equity Beta × [1 + (1-Tax Rate) × Debt-to-Equity] | |||||||
| Preliminary Cost of Equity | 7.1 | % | 7.1 | % | Calculated | |||||
| Size Premium | 5.0 | % | 5.0 | % | Estimated | |||||
| Company-Specific Risk | 3.0 | % | 4.0 | % | Estimated | |||||
| Cost of Equity Capital | 15.1 | % | 16.1 | % | Calculated | |||||
| Subject’s Estimated Pre-Tax Cost of Debt Capital | 6.5 | % | 7.9 | % | Based on A- to BBB rated corporate bonds in Malaysia. Source: BNM | |||||
| Tax Rate | 24.0 | % | 24.0 | % | Corporate tax rate of the subject company | |||||
| After-Tax Cost of Debt | 5.0 | % | 6.0 | % | Calculated | |||||
| Debt to Capital | 11.4 | % | 11.4 | % | Based on the median debt structure of the comparable companies | |||||
| Equity to Capital | 88.6 | % | 88.6 | % | Based on the median debt structure of the comparable companies | |||||
| WACC Computation | 14.0 | % | 15.0 | % | Calculated | |||||
Selected Public Comparable Companies
In validating the key assumptions and projections to the valuation, Morison Advisory Sdn. Bhd. reviewed publicly listed comparable companies globally that are principally involved in the provision of biotech research, medical and wellness services. These companies serve as benchmarks for assessing Alps Holdco’s growth prospects, profitability and risk factors. While the comparable companies provide valuable insights, they can differ from Alps Holdco in terms of business activities, scale of operations, geographical presence, historical track record, financial performance, capital structure, and other factors.
Morison Advisory Sdn. Bhd. reviewed certain financial information for 13 selected public companies (the “selected public companies”) with operations in the biotech industry. The selected public companies were as follow:
| ● | Stoke Therapeutic s, Inc. (Nasdaq: STOK) | ● | Accolade, Inc. (Nasdaq: ACCD) | |
| ● | Precigen, Inc. (Nasdaq: PGEN) | ● | Amicus Therapeutics, Inc. (Nasdaq: FOLD) | |
| ● | AbCellera Biologics Inc. (Nasdaq: ABCL) | ● | Wockhardt Limited (NSEI: WOCKPHARMA) | |
| ● | Hualan Biological Engineering Inc. (SZSE: 002007) | ● | Strides Pharma Science Limited (NSEI: STAR) | |
| ● | HLB bioStep Co.,Ltd. (KOSDAQ: A278650) | ● | SD Biosensor, Inc. (KOSE: A137310) | |
| ● | Acadia Pharmaceuticals Inc. (Nasdaq: ACAD) | ● | Obio Technology (Shanghai) Corp., Ltd. (SHSE: 688238) | |
| ● | Agios Pharmaceuticals, Inc. (Nasdaq: AGIO) |
Unaffiliated Representative
Globalink’s independent directors have not retained an unaffiliated representative to act solely on behalf of unaffiliated security holders of Globalink for purposes of negotiating the terms of the Business Combination and/or preparing a report concerning the approval of the Business Combination.
Satisfaction of 80% Test
It is a requirement under the Nasdaq Rules that the business or assets acquired in Globalink’s initial business combination have a fair market value equal to at least 80% of Globalink’s assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for such initial business combination. As of January 30, 2024, the date of the execution of the Merger Agreement, the fair value of marketable securities held in the Trust Account was approximately $28.8 million and 80% thereof represents approximately $23.1 million. In reaching its conclusion that the Business Combination meets the 80% asset test, the Board reviewed the pre-money valuation of Alps of approximately $1.6 billion. In determining whether the pro forma total enterprise value described above represents the fair market value of Alps, the Board considered all of the factors described in this section and the section of this proxy statement/prospectus entitled “The Acquisition Merger Proposal (Proposal 2) — The Merger Agreement” and that the pre-money valuation of approximately $2.08 billion (including earnout, $1.6 billion excluding earnout) was determined as a result of arm’s length negotiations. As a result, the Board concluded that the fair market value of the equity acquired was significantly in excess of 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account).
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Interests of Certain Persons in the Business Combination
In considering the recommendation of the Board to approve the Merger Agreement, Globalink stockholders should be aware that certain Globalink executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Globalink stockholders generally, including:
| ● | The Initial Stockholders, including the officers and directors of Globalink, have waived their right to redeem any shares of Globalink common stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Globalink common stock to Globalink in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to the Founder Shares upon the liquidation of the Trust Account if Globalink is unable to consummate a business combination. If an initial business combination, such as the Business Combination, is not completed by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), Globalink will be required to dissolve and liquidate. In such event, the 2,875,000 Founder Shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions through the Insider Letter, in consideration for inducing Chardan, the representative of the underwriters for Globalink’s IPO to proceed with the IPO, and the economic benefit the IPO would confer upon the Initial Stockholders and PGM. The Founder Shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share, and had a total market value of $34.36 million as of December 12, 2024. Accordingly, the Initial Stockholders will receive a positive rate of return so long as the market price of the common stock is at least $0.01 per share, even if public stockholders experience a negative rate of return in the Combined Company. | |
| ● | The fact that the Initial Stockholders’ Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Initial Stockholders agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Lock-up Agreement) with respect to the Lock-Up Shares until (i) (w) with respect to one hundred percent (100%) of the Lock-Up Shares, the date from the Closing until the last date that is six (6) months after the date of the Closing, (x) with respect to ninety percent (90%) of the Lock-Up Shares, the 1st day of the 7th month from the Closing until the date that is nine (9) months after the date of the Closing, (y) with respect to seventy percent (70%) of the Lock-Up Shares, the 1st day of the 10th month from the Closing until the date that is twelve (12) months after the date of the Closing, (z) with respect to forty percent (40%) of the Lock-Up Shares, the 1st day of the 13th month from the Closing until the date that is fifteen (15) months after the date of the Closing, or (ii) if sooner, the date after the Closing on which Globalink consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Globalink’s stockholders having the right to exchange their equity holdings in Globalink for cash, securities or other property. For the avoidance of doubt, no Lock-up Shares shall be subject to the terms in the Lock-up Agreement from and after the date that is fifteen (15) months after the date of the Closing; |
| ● | The exercise of Globalink’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Globalink stockholders’ best interest. Globalink’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Globalink stockholders that they approve the Business Combination. Further, the interests of Globalink’s officers or directors may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Globalink. Public stockholders should take these interests into account in deciding whether to approve the Business Combination. |
| ● | As of September 30, 2024, Globalink’s officers and directors have incurred an aggregate of $11,798 in out-of-pocket expenses. On each of September 5, 2023, September 29, 2023 and November 7, 2023, an affiliate of the Sponsor advanced $130,000 to the Company, for a total advance of $390,000, for Globalink’s extension payments. Unless Globalink consummates an initial business combination, Globalink’s officers, directors and the Sponsor (including its affiliates) will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. Upon the consummation of an initial business combination, Globalink’s offices, directors, and the Sponsor (including its affiliates) would be entitled to reimbursement for out-of-pocket expenses incurred by them from the Trust Account disbursements after redemption payouts and payments of deferred underwriting discounts. | |
| ● | The fact that, if the Trust Account is liquidated, including in the event Globalink is unable to complete an initial business combination within the required time period, the Sponsor has agreed to be liable to Globalink if and to the extent any claims by a vendor for services rendered or products sold to Globalink, or a prospective target business with which Globalink has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under Globalink’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. | |
| ● | As of the date hereof, the deadline that Globalink has to consummate its initial business combination has been extended for a total of eighteen times, and a total of US$1,950,000 has been deposited into the Trust Account in connection with the previous extensions. In connection with funding the extensions, Globalink has issued an aggregate of US$3.85 million in promissory notes to PGM, which are payable upon the Closing. In the event of a liquidation, PGM has waived its rights to any liquidation distributions through the Insider Letter. PGM is an affiliate of the Sponsor as its 95% equity holder has a familial relationship with the control person of the Sponsor. As a result, the Sponsor has an additional interest in causing Globalink to consummate its initial business combination due to its familial relationship with PGM. | |
| ● | After the Closing, the Sponsor will have the sole authority to handle various matters relating to the Escrow Account and indemnifications under the Merger Agreement. The Sponsor may have a conflict of interest when exercising such authority to handle matters relating to the Escrow Account and indemnifications after Closing, and they may not make decisions in the Globalink stockholders’ best interests. For details, see “Summary of the Proxy Statement/Prospectus—Parties to the Business Combination—Parent Representative.” |
These interests may have influenced Globalink’ directors in making their recommendation that you vote in favor of the approval of the Business Combination.
Upon the consummation of an initial business combination by Globalink, other than the PubCo ordinary shares that the Initial Stockholders are entitled to upon conversion of their shares of Globalink common stock at the completion of the Redomestication Merger, no additional compensation will be awarded to, earned by, or paid to the Sponsor, its affiliates or any promoters for all services rendered or to be rendered to Globalink and its affiliates. The Sponsor is expected to own an equity interest of approximately 1.7% in the Combined Company after the consummation of the Business Combination.
Prior to the consummation of an initial business combination by Globalink, the insider shares can only be transferred by the Initial Stockholders to (1) the Initial Stockholders or their respective affiliates or members, or to Globalink’s officers, directors, advisors and employees, (2) the Initial Stockholder’s affiliates or its members upon its liquidation, (3) to relatives and trusts for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death of an Initial Stockholder, (5) pursuant to a qualified domestic relations order, or (6) by private sales made at prices no greater than the price at which the Insider Shares were originally purchased.
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Appraisal Rights
Appraisal rights are not available to security holders of Globalink in connection with the proposed Business Combination.
Total Ordinary Shares Outstanding upon Consummation of the Business Combination
It is anticipated that, upon the Closing of the Business Combination, Globalink’s public stockholders and Globalink’s right holders (other than the PIPE Investors) will retain an ownership interest of approximately 0.8% in the Combined Company, the PIPE Investors will own approximately 2.4% of the Combined Company, assuming that the PIPE Investors will hold 4,020,000 PubCo ordinary shares, the Sponsor and directors and officers of Globalink will retain an ownership interest of approximately 1.7% in the Combined Company, PGM, an affiliate of the Sponsor, will retain an ownership interest of approximately 0.4% in the Combined Company, IBDC Asia Sdn. Bhd., an advisory firm to Alps, will own approximately 0.9% in the Combined Company, representing finder’s fees payable in PubCo ordinary shares with value equal to 1% of the aggregate consideration for the Business Combination of US$1.6 billion, and the Alps Holdco Shareholders will own approximately 93.8% in the Combined Company. The ownership percentages with respect to the Combined Company does not take into account (i) the redemption level of any shares by the Globalink’s public stockholders other than the five scenarios described below or (ii) the Earnout Shares.
The following summarizes the pro forma ownership of ordinary shares as of December 6, 2024, including ordinary shares underlying units, of the Combined Company following the Business Combination and the PIPE Investment under the no redemption, 25% redemptions, 50% redemption, 75% redemption and maximum contractual redemption scenarios, assuming that no Earnout Shares are issued.
Assuming Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.8 | % | 160,000,000 | 93.9 | % | 160,000,000 | 93.9 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.2 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | 2,875,000 | 1.7 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.6 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | 1,150,000 | 0.7 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | 4,020,000 | 2.4 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | 627,000 | 0.4 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | 1,600,000 | 0.9 | % | |||||||||||||||||||||||||
| Total Shares | 170,549,511 | 100 | % | 170,480,133 | 100 | % | 170,410,755 | 100 | % | 170,341,377 | 100 | % | 170,272,000 | 100 | % | |||||||||||||||||||||||||
The table below illustrates the potential dilutive impact, excluding the exercise of warrants, to the holders of securities across five different redemption scenarios based on the assumptions described above, except that these scenarios assume the Combined Company has achieved all revenue milestones and the maximum number of Earnout Shares (48,000,000) are issued according to the earnout arrangement:
Assuming No Redemptions | Assuming 25% Redemptions | Assuming 50% Redemptions | Assuming 75% Redemptions | Assuming Maximum Contractual Redemptions | ||||||||||||||||||||||||||||||||||||
Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | |||||||||||||||||||||||||||||||
| Alps Holdco Shareholders | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.2 | % | 208,000,000 | 95.3 | % | 208,000,000 | 95.3 | % | |||||||||||||||||||||||||
| Globalink Public Shareholders | 277,511 | 0.1 | % | 208,133 | 0.1 | % | 138,755 | 0.1 | % | 69,377 | 0.0 | % | 0 | 0.0 | % | |||||||||||||||||||||||||
| Initial Stockholders | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | 2,875,000 | 1.3 | % | |||||||||||||||||||||||||
| Globalink Public Rights Holders | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | 1,150,000 | 0.5 | % | |||||||||||||||||||||||||
| PIPE Investors | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | 4,020,000 | 1.9 | % | |||||||||||||||||||||||||
| PGM | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | 627,000 | 0.3 | % | |||||||||||||||||||||||||
| IBDC Asia Sdn. Bhd. | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | 1,600,000 | 0.7 | % | |||||||||||||||||||||||||
| Total Shares | 218,549,511 | 100 | % | 218,480,133 | 100 | % | 218,410,755 | 100 | % | 218,341,377 | 100 | % | 218,272,000 | 100 | % | |||||||||||||||||||||||||
All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “maximum contractual redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information and Notes.”
Anticipated Accounting Treatment
The Business Combination will be accounted for as a “capital reorganization,” with no goodwill or other intangible assets recorded, in accordance with IFRS. A capital reorganization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Alps Holdco in many respects. However, Globalink does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization.
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This determination was primarily based on the assumption that Alps Holdco shareholders will hold the largest minority of the voting power of PubCo, Alps Holdco operations will substantially comprise the ongoing operations of PubCo, Alps Holdco designees are expected to comprise a majority of the governing body of PubCo, and Alps Holdco’s senior management will comprise the senior management of PubCo.
Under this method of accounting, Globalink will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Alps Holdco will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Alps Holdco (i.e., a capital transaction involving the issuance of shares by PubCo for the shares of Alps Holdco). Accordingly, the consolidated assets, liabilities and results of operations of Alps will become the historic financial statements of the Combined Company, and Globalink’s assets, liabilities and results of operations will be consolidated with Alps’ beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Alps Holdco in future reports. The net assets of Globalink will be recognized at carrying value, with no goodwill or other intangible assets recorded.
The deemed costs of the shares issued by PubCo, which represents the fair value of the shares that Alps Holdco would have had to issue for the ratio of ownership interest in PubCo to be the same as if the Business Combination had taken the legal form of Alps Holdco acquiring shares of Globalink, in excess of the net assets of Globalink will be accounted for as stock-based compensation under IFRS 2 Share-Based Payment.
Redemption Rights
Pursuant to Globalink Charter, a holder of shares of Globalink common stock has the right to redeem such shares for cash equal to its pro rata share of the Trust Account (net of taxes payable) in connection with a business combination.
If you are a public stockholder and you seek to have your shares redeemed, you must submit your request in writing that Globalink redeem your shares of Globalink common stock for cash no later than , Eastern Time on , 2025 (at least two business days before the Special Meeting). The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of shares of common stock to be redeemed and must be sent to Continental at the following address:
Continental
Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
You may tender the shares of Globalink common stock for which you are electing redemption by two (2) business days before the Special Meeting by either:
| ● | delivering certificates representing shares of Globalink common stock to Continental, or | |
| ● | delivering the shares of Globalink common stock electronically through the DWAC system. |
Globalink stockholders will be entitled to redeem their shares of Globalink common stock for a full pro rata share of the Trust Account (anticipated to be no less than approximately $10.98 per share based on the balance in the Trust Account as of December 6, 2024) net of taxes payable.
Any corrected or changed written demand of redemption rights must be received by Continental two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two (2) business days prior to the vote at the Special Meeting.
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Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of shares of Globalink common stock as of the Record Date. Any public stockholder who holds shares of Globalink common stock on or before , 2025 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.
In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Globalink’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case, two (2) business days before the Special Meeting.
If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is Globalink’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. Globalink does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical certificate. Stockholders who request physical certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Globalink anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.
If properly demanded by Globalink’s public stockholders, Globalink will redeem each share of Globalink common stock into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of December 6, 2024, this would amount to approximately $11.98 per share. If you exercise your redemption rights, you will be exchanging your shares of Globalink common stock for cash and will no longer own the shares.
Holders of outstanding units must separate the underlying shares of Globalink common stock, warrants and rights prior to exercising redemption rights with respect to the shares of Globalink common stock. If the units are registered in a holder’s own name, the holder must deliver the certificate for its units to Continental with written instructions to separate the units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the shares of Globalink common stock from the units.
If a broker, dealer, commercial bank, trust company or other nominee holds the units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of units to be separated and the nominee holding such units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of shares of Globalink common stock, warrants and rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the shares of Globalink common stock from the units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their shares of Globalink common stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.
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Notwithstanding the foregoing, a holder of the shares of Globalink common stock, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding shares of Globalink common stock.
If too many public stockholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.
Vote Required for Approval
Along with the approval of the Nasdaq Proposals, and the Adjournment Proposal, the approval of this Acquisition Merger Proposal is a condition to the consummation of the Business Combination. If this Acquisition Merger Proposal is not approved, the Business Combination will not take place. Approval of this Acquisition Merger Proposal is also a condition to the Redomestication Merger Proposal, the Nasdaq Proposals. If the Redomestication Merger Proposal is not approved, this Acquisition Merger Proposal will have no effect and the Business Combination will not occur.
This Acquisition Merger Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if holders of at least a majority of the shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting vote “FOR” the Acquisition Merger Proposal.
Pursuant to the Insider Letter and the Globalink Support Agreement, the Initial Stockholders and PGM holding an aggregate of 3,445,000 shares (or approximately 92.6% of the outstanding shares) of common stock have agreed to vote their respective shares of common stock (including shares included in the private units) in favor of each of the Proposals. The approval of the Acquisition Merger Proposal does not require the votes from at least a majority of unaffiliated security holders of Globalink. As a result, no shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the Special Meeting. In addition, as the vote to approve the Acquisition Merger Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of shares to constitute a quorum is present, no stockholder must vote in favor of the Acquisition Merger Proposal for it to be approved.
Board Recommendation
The Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the Globalink stockholders and unanimously recommends that the Globalink stockholders adopt the Merger Agreement and approve the Business Combination. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.
THE BOARD UNANIMOUSLY RECOMMENDS THAT GLOBALINK STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION.
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COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’/SHAREHOLDERS’ RIGHTS
General
Globalink is incorporated under the laws of the State of Delaware and the rights of Globalink stockholders are governed by the laws of the State of Delaware, including the DGCL, Globalink Charter and Globalink’s current bylaws. As a result of the Business Combination, the rights of Combined Company shareholders are governed by the laws of the Cayman Islands, including the Companies Act, and the PubCo A&R Memorandum and Articles.
Set forth below is a summary comparison of material differences between the rights of Globalink stockholders under Globalink Charter and Globalink’s current bylaws, the rights of the shareholders of Alps Life Sciences Inc (“Target”) and the rights of Combined Company’s shareholders under the forms of the PubCo A&R Memorandum and Articles. The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each of Globalink’s, Target’s or Combined Company’s governing documents. This summary is qualified in its entirety by reference to the full text of Globalink Charter and Globalink’s current bylaws, the Target’s memorandum and articles of association and the form of the PubCo A&R Memorandum and Articles, which is attached as Annex B to the registration statement of which this proxy statement/prospectus forms a part, as well as the relevant provisions of the Companies Act.
| Provision | Globalink | Target | The Combined Company | |||
| Title of Organizing Documents | Certificate of Incorporation and Amended and Restated Bylaws | Memorandum and Articles of Association
|
Amended and Restated Memorandum and Articles of Association
| |||
| Authorized Capital Stock | Under the Globalink Charter, the authorized capital stock of Globalink consists of 505,000,000 shares, consisting of 500,000,000 ordinary shares, par value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share. | The authorized share capital of Target is US$5,000 divided into 500,000,000 ordinary shares of US$0.00001 par value each. | The authorized share capital of the Combined Company will be US$50,000 divided into 500,000,000 shares comprising (i) 495,000,000 ordinary shares of US$0.0001 par value each, and (ii) 5,000,000 preferred shares of US$0.0001 par value each. | |||
| Number of Directors | Under the Current Bylaws, the Board shall consist of one or more members. The number of directors shall be fixed by the Board and may thereafter be changed from time to time by resolution of the Board. | The board of directors of the Target shall be a minimum of one person and a maximum of ten persons. | The board of directors of the Combined Company shall consist of not less than one person. Unless otherwise fixed by ordinary resolution of the shareholders, the maximum number of directors shall be unlimited. | |||
| Classification and Election of the Board of Directors | Under the Globalink Charter, the Globalink board of directors is divided into three classes, Class I, Class II and Class III. The Current Bylaws provide that only one class of directors will be elected in each year and each class will serve a three-year term. Class II directors will initially serve until the second annual meeting of stockholders; Class III directors will initially serve until the third annual meeting of stockholders; and Class I directors will initially serve until the fourth annual meeting of stockholders. Directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election in each case, or until such director’s earlier death, disqualification, resignation, removal or death. | There is only one class of directors.
A director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.
A director’s office shall be terminated forthwith if:
|
The PubCo directors shall be divided into two classes: Class A and Class B. An executive director shall be a Class A director and an independent director shall be a Class B director. Any Director that is not an independent director but is non-executive shall also be a Class B director. Upon the adoption of the PubCo A&R Memorandum and Articles, the existing directors shall by resolution classify themselves as Class A or Class B as applicable.
Subject always to the applicable law and the rules of the applicable stock exchange, the Class A directors shall hold office until such director resigns, is removed from office, or otherwise vacates the office. There shall be no requirement for any Class A directors to retire or be re-elected at any annual general meeting of the company or upon any specified event. A Class A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
An appointment of a Class B director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Class B director, if any; but no such term shall be implied in the absence of express provision. Each Class B director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the board. |
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| Amendment to Organizing Documents | Under the Globalink Charter, the Globalink Charter may be amended by Globalink in the manner prescribed by the DGCL. Any such amendment requires a majority vote of the Globalink stockholders, voting as a class. | Pursuant to the Companies Act, Target may at any time and from time to time by special resolution (as defined by the Companies Act) change or amend its memorandum and articles of association in whole or in part. | Pursuant to the Companies Act, PubCo may at any time and from time to time by special resolution (as defined by the Companies Act) change or amend the PubCo A&R Memorandum and Articles in whole or in part. | |||
| Special Meeting of Members | The Current Bylaws provide that Special Meetings of stockholders may be called only by a majority vote of the Board, by the Chief Executive Officer or by the Chairman of the Board. | The directors may call a general meeting at any time. If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more members who together hold at least 10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors. | A majority of all the directors or all of the Class A directors may call a general meeting at any time. | |||
| Member Action by Written Consent | The Globalink Charter is silent on the ability for Globalink stockholders to take actions by written consent. Accordingly, Globalink stockholders may take action by written consent in lieu of a formal meeting as prescribed by the DGCL. | Members of the Target are entitled to take action by written consent in lieu of a formal meeting upon meeting certain notice and document delivery conditions. | Members of the Combined Company will be entitled to take action by written consent in lieu of a formal meeting upon meeting certain notice and document delivery conditions. | |||
| Limitation of Liability of Directors and Officers | The Globalink Charter provides that only directors of Globalink are exculpated from liability for breach of duty of care in certain actions, except for liability for breach of duty of loyalty, acts or omissions not in good faith, or that involve intentional misconduct or a knowing violation of law, unlawful payment of dividend or unlawful stock purchase or redemption, or any transaction in which the director derived an improper personal benefit. | The Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the indemnified person’s own fraud or dishonesty or against the consequences of committing a crime. | The Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the indemnified person’s own fraud or dishonesty or against the consequences of committing a crime. |
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| Indemnification of Directors, Officers, Employees and Agents | The Globalink Charter provides that all persons whom it may indemnify, to the full extent permitted by Section 145 of the DGCL, shall be indemnified by Globalink in a civil, criminal, administrative or investigative action or suit | The Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the indemnified person’s own fraud or dishonesty or against the consequences of committing a crime.
The Target’s memorandum and articles of association provide that, to the extent permitted by law, the Target shall indemnify each existing or former secretary, director (including alternate director), and other officer of the Target (including an investment adviser or an administrator or liquidator) and their personal representatives against:
(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former secretary or officer in or about the conduct of the Target’s business or affairs or in the execution or discharge of the existing or former secretary’s or officer’s duties, powers, authorities or discretions; and
(b) without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Target or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.
No such existing or former secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.
To the extent permitted by law, the Target may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former secretary or officer of the Target in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding article on condition that the secretary or officer must repay the amount paid by the Target to the extent that it is ultimately found not liable to indemnify the secretary or that officer for those legal costs. |
The Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the indemnified person’s own fraud or dishonesty or against the consequences of committing a crime.
The proposed PubCo A&R Memorandum and Articles provide that, to the extent permitted by law, the PubCo shall indemnify each existing or former secretary, director (including alternate director) and any other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:
(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of the Pubco’s business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and
(b) without limitation to (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the PubCo or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.
No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, willful default, willful neglect or fraud.
To the extent permitted by law, the PubCo may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or officer in respect of any matter identified in above on condition that the director (including alternate director), secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the secretary or that officer for those legal costs. |
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| Liquidation / Winding Up | Globalink Charter provides that if Globalink is unable to complete an initial business combination by January 9, 2025 9, 2024 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), Globalink will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish Globalink stockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Globalink’s remaining holders of common stock and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Globalink’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | If the Target is wound up, the shareholders may, subject to the articles and any other sanction required by the Companies Act, pass a special resolution allowing the liquidator to do either or both of the following: (a) to divide in specie among the shareholders the whole or any part of the assets of the Target and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; (b) to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up. The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on the Target’s behalf without the sanction of a resolution passed at a general meeting. |
If the PubCo is wound up, the shareholders may, subject to the articles and any other sanction required by the Companies Act, pass a special resolution allowing the liquidator to do either or both of the following: (i) to divide in specie among the shareholders the whole or any part of the assets of the PubCo and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and (ii) to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up. The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on the Pubco’s behalf without the sanction of a resolution passed at a general meeting | |||
| Supermajority Voting Provisions | The Current Bylaws provides that the Current Bylaws may be altered, amended, supplemented or repealed or new bylaws may be adopted (a) at any regular or Special Meeting of stockholders at which a quorum is present or represented, by the affirmative vote of the holders of 66-2/3% of the shares entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by a resolution adopted by a majority of the whole Board any regular or Special Meeting of the Board. The Globalink stockholders shall have authority to change or repeal any bylaws adopted by the directors, subject to compliance with the provisions of the Current Bylaws. | For the protection of shareholders, certain matters must be approved by special resolution of the shareholders as a matter of Cayman Islands law, including alteration of the memorandum or articles of association, appointment of inspectors to examine company affairs, reduction of share capital (subject, in relevant circumstances, to court approval), change of name, authorization of a plan of merger or transfer by way of continuation to another jurisdiction or consolidation or voluntary winding up of the company.
The Companies Act requires that a special resolution be passed by a majority of at least two-thirds or such higher percentage as set forth in the memorandum and articles of association, of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or by unanimous written consent of shareholders entitled to vote at a general meeting.
The Companies Act defines “special resolutions” only. A company’s memorandum and articles of association can therefore tailor the definition of “ordinary resolutions” as a whole, or with respect to specific provisions. |
For the protection of shareholders, certain matters must be approved by special resolution of the shareholders as a matter of Cayman Islands law, including alteration of the memorandum or articles of association, appointment of inspectors to examine company affairs, reduction of share capital (subject, in relevant circumstances, to court approval), change of name, authorization of a plan of merger or transfer by way of continuation to another jurisdiction or consolidation or voluntary winding up of the company.
The Companies Act requires that a special resolution be passed by a majority of at least two-thirds or such higher percentage as set forth in the memorandum and articles of association, of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or by unanimous written consent of shareholders entitled to vote at a general meeting.
The Companies Act defines “special resolutions” only. A company’s memorandum and articles of association can therefore tailor the definition of “ordinary resolutions” as a whole, or with respect to specific provisions.
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| Duties of directors | Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its stockholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the stockholders. | As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with the Target’s articles of association, as amended and restated from time to time. The Target has the right to seek damages where certain duties owed by any directors are breached. | As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with the PubCo’s amended articles of association, as amended and restated from time to time. The PubCo has the right to seek damages where certain duties owed by any directors are breached. | |||
| Interested Directors | Under Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit. | Except
as expressly permitted in the Target’s articles of association, a director may not
have a direct or indirect interest or duty which conflicts or may possibly conflict with
the interests of the Target. If, notwithstanding the foregoing prohibition, a director discloses
to his fellow directors the nature and extent of any material interest or duty in accordance
with the notification provisions set forth in the articles of association, he may: (a) be
a party to, or otherwise interested in, any transaction or arrangement with the Target or
in which the Target is or may otherwise be interested; (b) be interested in another body
corporate promoted by the Target or in which the Target is otherwise interested. In particular,
the director may be a director, secretary or officer of, or employed by, or be a party to
any transaction or arrangement with, or otherwise interested in, that other body corporate.
A director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to the Articles. The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted. |
Interested director transactions are governed by the terms of a company’s memorandum and articles of association.
Pursuant to PubCo A&R Memorandum and Articles, a director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the rules of any applicable stock exchange and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.
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| Voting for Directors | Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
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Pursuant to Target’s memorandum and articles of association, directors may be appointed by way of ordinary resolutions or by the directors.
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Pursuant to PubCo A&R Memorandum and Articles, directors may be appointed by way of ordinary resolutions or by the directors. | |||
| Director Removal | Pursuant to the Globalink Charter and the Current Bylaws, directors may be removed with cause by the affirmative vote of holders of 66-2/3% of the voting power of all then outstanding shares entitled to vote generally in the election of directors, voting as a single class.
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Directors may be removed by way of ordinary resolutions. | Directors may be removed by way of ordinary resolutions. | |||
| Cumulative Voting | No cumulative voting for the election of directors unless so provided in the certificate of incorporation. | There are no prohibitions in relation to cumulative voting under the Companies Act but the Target’s memorandum and articles of association do not provide for cumulative voting.
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There are no prohibitions in relation to cumulative voting under the Companies Act but the PubCo A&R Memorandum and Articles do not provide for cumulative voting.
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| Directors’ Powers Regarding Bylaws | The Globalink Charter grants the directors the power to adopt, amend or repeal bylaws without seeking a vote of the stockholders. | The memorandum and articles of association of Target may only be amended, in whole or in part, by a special resolution of the shareholders.
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The memorandum and articles of association of PubCo may only be amended, in whole or in part, by a special resolution of the shareholders.
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| Forum Selection | Subject to certain conditions, the Globalink Charter provides that the Delaware Court of Chancery shall serve as the sole and exclusive forum for derivative actions brought on behalf of Globalink, breach of fiduciary claims asserted against current or former officers, directors, employees or agents, claims arising out of the DGCL, Globalink Charter or Current Bylaws, or other actions against Globalink, or current and former directors, officers, employees governed by the internal affairs doctrine. | There is no forum selection provision. | There is no forum selection provision. |
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THE NASDAQ PROPOSALS (PROPOSALS 3)
Overview
Assuming the Redomestication Merger Proposal and the Acquisition Merger Proposal are approved, Globalink stockholders are also being asked to approve separate proposals approving the issuance of:
| (A) | up to 208,000,000 PubCo ordinary shares pursuant to the Merger Agreement (including the ordinary shares issuable pursuant to that certain earnout provisions in the Merger Agreement), and | |
| (B) | up to 4,020,000 PubCo ordinary shares to the PIPE Investors. |
Why Globalink Needs Stockholder Approval
Globalink is seeking stockholder approval for the Nasdaq Proposals in order to comply with Nasdaq Listing Rule 5635.
Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if, due to the present or potential issuance of shares of common stock, including shares issued pursuant to an earnout provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash, (a) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (b) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.
Under Nasdaq Listing Rule 5635(b), stockholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.
Currently, 3,722,511 shares of Globalink common stock are outstanding. Globalink anticipates that (i) the number of PubCo ordinary shares to be issued to Alps Holdco Shareholders pursuant to the Merger Agreement, and (ii) the number of ordinary shares of the Combined Company issuable to the PIPE Investors in the PIPE Investment will each be in excess of 20% of the number of shares of Globalink common stock outstanding before the Closing. We expect the issuances will result in a change in control of Globalink. Accordingly, Globalink is required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rule 5635(a), (b) and (d).
Effect of the Proposals on Current Stockholders
The issuance of PubCo ordinary shares to Alps Holdco Shareholders pursuant to the Merger Agreement, and to the PIPE Investors pursuant to the PIPE Investment would result in further dilution to Globalink’s current stockholders in connection with the consummation of the Business Combination and would result in Globalink’s current stockholders holding a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Combined Company. In addition, the resale of the PubCo ordinary shares to be issued to Alps Holdco Shareholders and the PIPE Investors could cause the market price of the PubCo ordinary shares to decline. However, the issuance of these shares is contemplated by the Merger Agreement and the Subscription Agreements. Accordingly, if the Nasdaq Proposals are not approved, Globalink cannot consummate the Business Combination.
Vote Required for Approval
The approval of each of the Nasdaq Proposals requires the affirmative vote of a majority of the votes cast by the Globalink stockholders present by virtual attendance or represented by proxy and entitled to vote thereon at the Special Meeting, assuming that a quorum is present. Abstentions and broker non-votes will have no effect on the approval of these Proposals.
The Nasdaq Proposals will not be submitted if either the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved. Approval of the Nasdaq Proposals may be necessary to enable Globalink to meet its obligations under the Merger Agreement.
Board Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT GLOBALINK STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE NASDAQ PROPOSALS.
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THE ADJOURNMENT PROPOSAL (PROPOSAL 4)
The Adjournment Proposal, if adopted, will approve the chairman’s adjournment of the Special Meeting to a later date to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Globalink stockholders in the event, based on the tabulated votes, there are not sufficient votes received at the time of the Special Meeting to approve the other Proposals.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by Globalink stockholders, the chairman will not adjourn the Special Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes received at the time of the Special Meeting to approve the Redomestication Merger Proposal, the Acquisition Merger Proposal, or the Nasdaq Proposals.
Required Vote
This Adjournment Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting vote “FOR” the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.
Board Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a brief discussion of the material U.S. federal income tax consequences (i) of the exercise of redemption rights by U.S. Holders and Non-U.S. Holders (defined below) of Globalink common stock, (ii) of the Business Combination to U.S. Holders of Globalink common stock, (iii) Redomestication Merger, (iv) the Business Combination to Globalink and PubCo, (v) of ownership and disposition of PubCo securities, and (vi) of PubCo’s passive foreign investment company status. Subject to the limitations and qualifications set forth herein, the discussion of (a) the exercise of redemption rights by U.S. Holders and Non-U.S. Holders of Globalink common stock, (b) the tax consequences of the Business Combination to U.S. Holders of Globalink common stock, and (c) tax consequences of the Business Combination to Globalink is the opinion of Hunter Taubman Fischer & Li LLC.
This discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a holder as a result of the Business Combination. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.
No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.
U.S. Federal Income Tax Consequences to U.S. Holders of Alps Life Sciences Inc Excluded
Alps Holdco does not have any U.S. holders. Given that Alps Holdco is a non-U.S. entity with no U.S. holders, Alps Holdco does not foresee any material U.S. federal income tax consequences of the Business Combination (including the Redomestication Merger and the Acquisition Merger) to its pre-merger shareholders. Discussions on the “U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Alps Life Sciences Inc’s Shares” are excluded they are not relevant to Alps Holdco as shareholders of Alps Holdco are not subject to U.S. federal income taxes.
This summary is limited to considerations relevant to holders that hold common stock or PubCo ordinary shares as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:
| ● | banks or other financial institutions, underwriters, or insurance companies; | |
| ● | traders in securities who elect to apply a mark-to-market method of accounting; | |
| ● | real estate investment trusts and regulated investment companies; | |
| ● | tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; | |
| ● | expatriates or former long-term residents of the United States; | |
| ● | subchapter S corporations, partnerships or other pass-through entities or investors in such entities; | |
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| ● | dealers or traders in securities, commodities or currencies; | |
| ● | grantor trusts; | |
| ● | persons subject to the alternative minimum tax; | |
| ● | U.S. persons whose “functional currency” is not the U.S. dollar; | |
| ● | persons who received shares of Globalink common stock or PubCo ordinary shares through the issuance of restricted stock under an equity incentive plan or through a tax-qualified retirement plan or otherwise as compensation; | |
| ● | persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding shares of Globalink common stock or PubCo ordinary shares (excluding treasury shares); | |
| ● | holders holding Globalink common stock or PubCo ordinary shares as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction; | |
| ● | controlled foreign corporations, passive foreign investment companies, or foreign corporations with respect to which there are one or more United States stockholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); or | |
| ● | the Sponsor or its affiliates. |
As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Globalink common stock or PubCo ordinary shares that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen or resident of the United States; | |
| ● | a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia; | |
| ● | an estate the income of which is subject to U.S. federal income tax regardless of its source; or | |
| ● | a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. |
A “Non-U.S. Holder” means a beneficial owner of Globalink common stock or PubCo ordinary shares that is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.
If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Globalink common stock or PubCo ordinary shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination.
THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF SHARES OF GLOBALINK COMMON STOCK OR PUBCO ORDINARY SHARES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF PUBCO ORDINARY SHARES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.
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Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights
Subject to the limitations and qualifications set forth herein, the following discussion of certain material U.S. federal income tax consequences of exercising redemption rights is pursuant to the opinion of Hunter Taubman Fischer & Li LLC.
U.S. Federal Income Tax Consequences of Exercising Redemption Rights to U.S. Holders
In the event that a U.S. Holder elects to redeem its shares of Globalink common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the shares of Globalink common stock under Section 302 of the Code or is treated as a corporate distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the shares of Globalink common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the shares of Globalink common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Globalink common stock redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the shares of Globalink common stock may suspend the running of the applicable holding period for this purpose. Long term capital gain realized by a non-corporate U.S. Holder is currently taxed at a reduced rate. The deductibility of capital losses is subject to limitations.
If the redemption does not qualify as a sale or exchange of Globalink common stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Globalink’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Globalink common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the shares of Globalink common stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.
Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of Globalink common stock treated as held by the U.S. Holder (including any shares of Globalink common stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of the shares of Globalink common stock outstanding both before and after the redemption. The redemption of shares of Globalink common stock generally will be treated as a sale or exchange of the shares of Globalink common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Globalink or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
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In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only shares of Globalink common stock actually owned by the U.S. Holder, but also shares of Globalink common stock that are constructively owned by the U.S. Holder. A U.S. Holder may constructively own, in addition to shares of stock owned directly, shares of stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include shares of Globalink common stock which could be acquired pursuant to the exercise of warrants. In order to meet the substantially disproportionate test, (i) the percentage of Globalink’s outstanding shares of voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Globalink common stock must be less than 80% of the percentage of its outstanding shares of voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of Globalink’s outstanding shares of stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of Globalink’s shares of stock entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the Globalink common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the Globalink common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares of Globalink common stock. The redemption of the shares of Globalink common stock will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Globalink. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Globalink will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.
If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed shares of Globalink common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining shares of Globalink common stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other shares of Globalink common stock constructively owned by it.
U.S. Federal Income Tax Consequences to Non-U.S. Holders
The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s Globalink common stock as a sale or exchange under Section 302 of the Code or as a corporate distribution under Section 301 of the Code generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s shares of Globalink common stock, as described above, and the corresponding consequences will be as described below.
Redemption Treated as Sale or Exchange
Any gain realized by a Non-U.S. Holder on the redemption of shares of Globalink common stock that is treated as a sale or exchange under Section 302 of the Code generally will not be subject to U.S. federal income tax unless:
| ● | the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder); | |
| ● | the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or | |
| ● | Globalink is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such shares of Globalink common stock redeemed, and either (A) shares of Globalink common stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of Globalink common stock. There can be no assurance that shares of Globalink common stock will be treated as regularly traded on an established securities market for this purpose. |
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A “Non-U.S. Holder” means a beneficial owner of Globalink common stock or PubCo ordinary shares that is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.
If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Globalink common stock or PubCo ordinary shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination.
THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF SHARES OF GLOBALINK COMMON STOCK OR PUBCO ORDINARY SHARES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF PUBCO ORDINARY SHARES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.
Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights
Subject to the limitations and qualifications set forth herein, the following discussion of certain material U.S. federal income tax consequences of exercising redemption rights is pursuant to the opinion of Hunter Taubman Fischer & Li LLC.
U.S. Federal Income Tax Consequences to U.S. Holders
In the event that a U.S. Holder elects to redeem its shares of Globalink common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the shares of Globalink common stock under Section 302 of the Code or is treated as a corporate distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the shares of Globalink common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the shares of Globalink common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Globalink common stock redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the shares of Globalink common stock may suspend the running of the applicable holding period for this purpose. Long term capital gain realized by a non-corporate U.S. Holder is currently taxed at a reduced rate. The deductibility of capital losses is subject to limitations.
If the redemption does not qualify as a sale or exchange of Globalink common stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Globalink’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Globalink common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the shares of Globalink common stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.
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Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of Globalink common stock treated as held by the U.S. Holder (including any shares of Globalink common stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of the shares of Globalink common stock outstanding both before and after the redemption. The redemption of shares of Globalink common stock generally will be treated as a sale or exchange of the shares of Globalink common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Globalink or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only shares of Globalink common stock actually owned by the U.S. Holder, but also shares of Globalink common stock that are constructively owned by the U.S. Holder. A U.S. Holder may constructively own, in addition to shares of stock owned directly, shares of stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include shares of Globalink common stock which could be acquired pursuant to the exercise of warrants. In order to meet the substantially disproportionate test, (i) the percentage of Globalink’s outstanding shares of voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Globalink common stock must be less than 80% of the percentage of its outstanding shares of voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of Globalink’s outstanding shares of stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of Globalink’s shares of stock entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the Globalink common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the Globalink common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares of Globalink common stock. The redemption of the shares of Globalink common stock will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Globalink. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Globalink will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.
If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed shares of Globalink common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining shares of Globalink common stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other shares of Globalink common stock constructively owned by it.
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U.S. Federal Income Tax Consequences to Non-U.S. Holders
The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s Globalink common stock as a sale or exchange under Section 302 of the Code or as a corporate distribution under Section 301 of the Code generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s shares of Globalink common stock, as described above, and the corresponding consequences will be as described below.
Redemption Treated as Sale or Exchange
Any gain realized by a Non-U.S. Holder on the redemption of shares of Globalink common stock that is treated as a sale or exchange under Section 302 of the Code generally will not be subject to U.S. federal income tax unless:
| ● | the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder); | |
| ● | the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or | |
| ● | Globalink is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such shares of Globalink common stock redeemed, and either (A) shares of Globalink common stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of Globalink common stock. There can be no assurance that shares of Globalink common stock will be treated as regularly traded on an established securities market for this purpose. |
A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.
If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the redemption of shares of Globalink common stock generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, Globalink may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such redemption. Globalink would generally be classified as a “U.S. real property holding corporation” if the fair market value of Globalink’s “United States real property interests” equals or exceeds 50% of the sum of the fair market value of Globalink’s worldwide real property interests and Globalink’s other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, Globalink believes that it is not and has not been at any time since its formation a U.S. real property holding corporation and Globalink does not expect to be a U.S. real property holding corporation immediately after the Business Combination is completed.
Redemption Treated as Corporate Distribution
With respect to any redemption treated as a corporate distribution under Section 301 of the Code, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, Globalink will be required to withhold U.S. tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of the Globalink common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described above.
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This withholding tax does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).
U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Globalink’s Securities
The following discussion, “— U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders,” constitutes the opinion of Hunter Taubman Fischer & Li LLC, counsel to Globalink, as to the material U.S. federal income tax consequences of the Business Combination, including the Redomestication Merger and the Acquisition Merger, to U.S. Holders of Globalink’s securities, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.
If the Redomestication Merger Qualifies as a Reorganization
The Redomestication Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code. However, the provisions of the Code that govern reorganizations are complex and are based on typical transaction structures effected under U.S. law. U.S. Holders should be aware that the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel that the Redomestication Merger qualifies as a reorganization, and that none of Globalink, PubCo or Alps Holdco has requested nor intends to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Business Combination. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.
Although U.S. persons generally do not recognize gain or loss on the receipt of stock pursuant to a reorganization under Section 368 of the Code, Section 367(a) of the Code and Treasury Regulations promulgated thereunder require, where applicable, U.S. persons to recognize gain (but not loss) with respect to certain cross-border reorganizations. However, Section 367(a) should not apply to the Redomestication Merger in a manner that causes gain recognition to the U.S. Holders, unless the exchange of Globalink securities for PubCo securities is considered to be an indirect stock transfer under the applicable Treasury Regulations. For this purpose, an indirect stock transfer may occur if PubCo transfers the assets it acquires from Globalink pursuant to the Redomestication Merger to certain subsidiary corporations in connection with the Business Combination. If the indirect stock transfer rules apply, then the requirements under Section 367(a) of the Code generally would require U.S. Holders to recognize gain, but not loss, in the Redomestication Merger. The rules under Section 367(a) of the Code and Section 368 of the Code are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. Accordingly, no assurance can be given as to whether an indirect stock transfer will occur in connection with the Business Combination or that U.S. Holders will not recognize gain, if any, as a result of the exchange of Globalink securities for PubCo securities.
Because it is intended that the Redomestication Merger qualify as a reorganization under the provisions of Section 368 of the Code and provided that it is not treated as an indirect stock transfer, a U.S. Holder that exchanges its Globalink securities pursuant to the Business Combination should not recognize gain or loss on the exchange of Globalink securities for PubCo securities. The aggregate adjusted tax basis of a U.S. Holder in the PubCo ordinary shares received as a result of the Business Combination should equal the aggregate adjusted tax basis of the shares of Globalink common stock and Globalink rights surrendered in the exchange, and the aggregate adjusted tax basis in the PubCo warrants received as a result of such exchange should equal the aggregate adjusted tax basis of the Globalink warrants surrendered in the exchange. A U.S. Holder’s holding period for the PubCo securities received in the exchange should include the holding period for the Globalink securities surrendered in the exchange. If Section 367(a) of the Code applies to the Redomestication Merger, as described above, a U.S. Holder may be required to recognize gain (but not loss) as a result of the Redomestication Merger.
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If the Redomestication Merger Does Not Qualify as a Reorganization
If the Redomestication Merger fails to qualify as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder that exchanges its Globalink securities for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo securities received and (ii) the U.S. Holder’s adjusted tax basis in the Globalink securities exchanged. A U.S. Holder’s aggregate tax basis in the PubCo securities received will be the fair market value of those securities on the date the U.S. Holder receives them. The U.S. Holder’s holding period for the PubCo securities received pursuant to the Business Combination will begin on the day after the date the U.S. Holder receives such PubCo securities.
Such gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the Globalink securities exceeds one year at the time of the Business Combination. Long-term capital gains of non-corporate U.S. Holders currently are subject to reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations under the Code. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss.
U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of Globalink securities for PubCo securities pursuant to the Business Combination, the qualification of the Redomestication Merger as a reorganization, and the potential application of Section 367(a) to the Redomestication Merger.
U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders
Qualification of the Acquisition Merger as a Reorganization
The Acquisition Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. However, U.S. Holders should be aware that the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel that the Acquisition Merger qualifies as a reorganization, and that none of Globalink, PubCo, or Alps Holdco has requested nor intends to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Acquisition Merger. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.
Tax Treatment of U.S. Holders
As discussed above, because the Redomestication Merger should be treated separately as a “reorganization” under Section 368(a) of the Code, U.S. Holders should not be treated as exchanging stock or securities in the Acquisition Merger and therefore will not be subject to any separate U.S. federal income tax as a result of the Acquisition Merger. However, the rules under Section 368 of the Code are complex and there is limited guidance as to their application in the context of a transaction or series of transactions like those contemplated by the Business Combination. Accordingly, no assurance can be given as to whether an indirect stock transfer will occur in connection with the Business Combination or that U.S. Holders will recognize gain, if any, as a result of the merger of Merger Sub with and into Alps Holdco. U.S. Holders should consult their own tax advisors as to the particular consequences to them of the qualification of the Acquisition Merger as a reorganization.
Certain U.S. Federal Income Tax Consequences of the Business Combination to Globalink and PubCo
The following discussion is a brief summary of certain U.S. federal income tax consequences of the Business Combination to Globalink and PubCo.
Tax Residence of PubCo for U.S. Federal Income Tax Purposes
Under current U.S. federal income tax law, a corporation generally is considered a resident for U.S. federal income tax purposes in its place of organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, PubCo, which is a Cayman Islands-incorporated entity, would generally be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident). Section 7874 of the Code and the Treasury Regulations promulgated thereunder, however, contain specific rules (more fully discussed below) that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. If it were determined that PubCo should be taxed as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, PubCo would be liable for U.S. federal income tax on its income like any other U.S. corporation, and certain distributions made by PubCo to non-U.S. holders of PubCo securities would be subject to U.S. withholding tax at the rate of 30% or such lower rate as provided by an applicable treaty. As a result, taxation as a U.S. corporation could have a material adverse effect on PubCo’s financial position and results from operations. The Section 7874 rules are complex and require analysis of all relevant facts and circumstances, and there is limited guidance and significant uncertainties as to their application.
Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, be a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if (1) the non-U.S. corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation, (2) the non-U.S. corporation’s expanded affiliated group does not have substantial business activities in the non-U.S. corporation’s country of organization or incorporation relative to the expanded affiliated group’s worldwide activities (the “substantial business activities test”), and (3) the shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the stock of the non-U.S. acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation, as determined under complex share ownership rules described below, which are uncertain in their application in many circumstances and are intended to increase the percentage ownership for these purposes (the “Ownership Test”). For this purpose, “expanded affiliated group” generally means the foreign acquiring corporation and all subsidiary corporations in which such foreign corporation owns, directly or indirectly, more than 50% of the stock (by vote and value) after the foreign acquiring corporation’s acquisition of the assets of the U.S. corporation.
In the Business Combination, PubCo will directly acquire all of Globalink’s assets through Globalink merging with and into PubCo, with PubCo remaining as the surviving publicly traded entity. As a result, the determination of whether PubCo will be treated as a U.S. corporation for U.S. federal income tax purposes will depend on the application of the substantial business activities test and the Ownership Test. PubCo is not expected to satisfy the substantial business activities test based on its activities in the Cayman Islands after the completion of the Business Combination. Accordingly, PubCo must determine whether the Ownership Test has been met.
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Based on the complex rules for determining share ownership under Section 7874 of the Code and Treasury Regulations promulgated thereunder and certain factual assumptions, PubCo expects to take the position that after completion of the Business Combination, former shareholders of Globalink will own, by reason of owning (or being treated as owning) stock of Globalink, less than 80% of the voting power and value of the PubCo securities. Therefore, PubCo is not expected to satisfy the Ownership Test, and PubCo is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. However, PubCo’s position depends in part on the position that the Ownership Test is determined after the Business Combination rather than immediately after the Redomestication Merger for purposes of Section 7874 of the Code.
No IRS ruling has been requested or will be obtained regarding the U.S. federal income tax consequences of the Business Combination. If the IRS were to apply Section 7874 of the Code immediately after completion of the Redomestication Merger, but before the Business Combination, then Section 7874 of the Code is generally expected to treat PubCo as a U.S. corporation for U.S. federal income tax purposes.
The application of the Ownership Test is extremely complex, and the applicable Treasury Regulations relating to the Ownership Test are subject to significant uncertainty and there is limited guidance regarding their application. Moreover, the application of the Ownership Test to the facts and circumstances of the proposed transactions are uncertain. In addition, changes to the rules in Section 7874 of the Code or the Treasury Regulations promulgated thereunder, or other changes or interpretations in the law, could adversely affect PubCo’s status as a non-U.S. corporation for U.S. federal income tax purposes. Accordingly, PubCo’s expectation that Section 7874 of the Code will not apply to treat PubCo as a U.S. corporation for U.S. federal income tax purposes is subject to challenge, and there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation.
Gain Recognized by Globalink as a Result of the Redomestication Merger
Although corporations generally do not recognize gain or loss on the transfer of assets pursuant to a reorganization under Section 368 of the Code, however, Section 367 of the Code and Treasury Regulations promulgated thereunder require, where applicable, U.S. corporations to recognize gain (but not loss) with respect to certain transfers to foreign corporations in certain cross-border reorganizations.
Even if the Redomestication Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code, as a result of Section 367 of the Code, Globalink may recognize gain (but not loss) on the transfer of its assets to PubCo, to the extent that the fair market value of such assets exceeds Globalink’s adjusted basis in such assets.
U.S. Federal Income Tax Consequences of Ownership and Disposition of PubCo Securities
The following discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of PubCo securities to U.S. Holders who receive such PubCo securities pursuant to the Business Combination, assuming PubCo is not treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.
Distribution on PubCo ordinary shares
Subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status,” a U.S. Holder generally will be required to include in gross income any distribution of cash or property paid on PubCo ordinary shares that is treated as a dividend for U.S. federal income tax purposes. A distribution on such shares generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of PubCo’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by PubCo will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.
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Dividends received by non-corporate U.S. Holders from a “qualified foreign corporation” may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that shares listed on the Nasdaq (on which PubCo intends to apply to list the PubCo ordinary shares) will be considered readily tradable on an established securities market in the United States. Even if the PubCo ordinary shares are listed on Nasdaq, there can be no assurance that the PubCo ordinary shares will be considered readily tradable on an established securities market in future years. Non-corporate U.S. Holders that do not meet a minimum holding period requirement or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of PubCo’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Finally, PubCo will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See the discussion below under “— Passive Foreign Investment Company Status.”
The amount of any dividend paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by PubCo, calculated by reference to the spot exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. Generally, a U.S. Holder should not recognize any foreign currency gain or loss if the foreign currency is converted into U.S. dollars on the date the payment is received. However, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. Holder includes the dividend payment in income to the date such U.S. Holder actually converts the payment into U.S. dollars will be treated as ordinary income or loss.
To the extent that the amount of any distribution made by PubCo on the PubCo ordinary shares exceeds PubCo’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the U.S. Holder’s PubCo ordinary shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.” However, PubCo may not calculate earnings and profits in accordance with U.S. federal income tax principles. In such event, a U.S. Holder should expect to generally treat distributions PubCo makes as dividends.
Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities
Subject to the discussion below under “— Passive Foreign Investment Company Status,” a U.S. Holder will generally recognize gain or loss on any sale, exchange, or other taxable disposition of PubCo ordinary shares and PubCo warrants in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such PubCo ordinary shares or PubCo warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo ordinary shares or PubCo warrants will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo ordinary shares or PubCo warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of PubCo ordinary shares or PubCo warrants will generally be treated as U.S. source gain or loss.
Exercise or Lapse of a PubCo warrants
Except as discussed below with respect to the cashless exercise of a PubCo warrant, and subject to the PFIC rules discussed below, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a PubCo ordinary share on the exercise of a PubCo warrant for cash. A U.S. Holder’s tax basis in a PubCo ordinary share received upon exercise of the PubCo warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a PubCo ordinary share received upon exercise of the PubCo warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the PubCo warrants and will not include the period during which the U.S. Holder held the PubCo warrants. If a PubCo warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo warrant.
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The tax consequences of a cashless exercise of warrants are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s basis in the PubCo ordinary shares received generally would equal the holder’s basis in the PubCo warrants exchanged therefor. If the cashless exercise were treated as not being a realization event, a U.S. Holder’s holding period in the PubCo ordinary shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the PubCo warrant and will not include the period during which the U.S. Holder held the PubCo warrants. If the cashless exercise were treated as a recapitalization, the holding period of the PubCo ordinary share would include the holding period of the PubCo warrant.
It is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of PubCo warrants with a fair market value equal to the exercise price for the number of PubCo warrants deemed exercised. For this purpose, the number of warrants deemed exercised would be equal to the amount needed to receive on exercise the number of PubCo ordinary shares issued pursuant to the cashless exercise. In this situation, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the PubCo warrants deemed surrendered to pay the exercise price and the U.S. Holder’s tax basis in the PubCo warrants deemed surrendered. Such gain or loss would be long-term or short-term depending on the U.S. Holder’s holding period in the PubCo warrants. In this case, a U.S. Holder’s tax basis in the PubCo ordinary shares received would equal the sum of the fair market value of the PubCo warrants deemed surrendered and the U.S. Holder’s tax basis in the PubCo warrants deemed exercised. A U.S. Holder’s holding period in the PubCo ordinary shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the PubCo warrant.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.
Passive Foreign Investment Company (PFIC) Status
Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if PubCo, or any of its subsidiaries, is treated as a PFIC for any taxable year during which the U.S. Holder holds PubCo securities. A non-U.S. corporation will be classified as a PFIC for any taxable year (a) if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any entity in which it is considered to own at least 25% of the interest by value, is passive income, or (b) if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any entity in which it is considered to own at least 25% of the interest by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Whether PubCo or any of its subsidiaries is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Among other factors, fluctuations in the market price of PubCo ordinary shares and how, and how quickly, PubCo uses liquid assets and cash obtained in the Business Combination may influence whether PubCo or any of its subsidiaries is treated as PFIC. Accordingly, we may not be able to determine whether PubCo or any of its subsidiaries will be treated as a PFIC for the taxable year of the Business Combination or for future taxable years, and there can be no assurance that PubCo or any of its subsidiaries will not be treated as a PFIC for any taxable year.
If PubCo were determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of PubCo securities and, in the case of PubCo ordinary Shares, the U.S. Holder did not make a valid “mark-to-market” election, such U.S. Holder generally will be subject to special rules with respect to: (i) any gain recognized by the U.S. Holder on the sale or other disposition of PubCo securities and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the PubCo ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such ordinary shares).
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Under these rules:
| ● | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for PubCo securities; | |
| ● | the amount allocated to the U.S. Holder’s taxable year in which the U.S. holder recognized gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of PubCo’s first taxable year in which PubCo is a PFIC, will be taxed as ordinary income; | |
| ● | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and | |
| ● | the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder. |
Although a determination as to PubCo’s PFIC status will be made annually, an initial determination that PubCo is a PFIC will generally apply for subsequent years to a U.S. Holder who held PubCo securities while PubCo was a PFIC, whether or not PubCo meets the test for PFIC status in those subsequent years.
If a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) PubCo ordinary shares and for which PubCo is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its PubCo ordinary shares as long as such shares continue to be treated as marketable stock. Instead, in general, the U.S. Holder will include as ordinary income each year that PubCo is treated as a PFIC the excess, if any, of the fair market value of its PubCo ordinary shares at the end of its taxable year over the adjusted basis in its PubCo ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its PubCo ordinary shares over the fair market value of its PubCo ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously recognized income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its PubCo ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the PubCo ordinary shares in a taxable year in which PubCo is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) its PubCo ordinary shares and for which PubCo is treated as a PFIC. Currently, a mark-to-market election may not be made with respect to PubCo warrants.
The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the U.S. Securities and Exchange Commission, including Nasdaq (on which PubCo intends to list the ordinary shares), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minims quantities, on at least 15 days during each calendar quarter, but no assurances can be given in this regard with respect to the ordinary shares. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of PubCo ordinary shares under their particular circumstances.
If PubCo is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if PubCo were to receive a distribution from, or dispose of all or part of PubCo’s interest in, the lower-tier PFIC (even though such U.S. Holder would not receive the proceeds of those distributions or dispositions) or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
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If U.S. Holders do not make a timely “mark-to-market” election (as described above), and if PubCo were a PFIC at any time during the period U.S. Holders hold PubCo ordinary shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to U.S. Holder even if PubCo cease to be a PFIC in a future year, unless U.S. Holders make a “purging election” for the year PubCo ceases to be a PFIC. A “purging election” creates a deemed sale of such ordinary shares at their fair market value on the last day of the last year in which PubCo is treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, U.S. Holder will have a new basis (equal to the fair market value of the ordinary shares on the last day of the last year in which PubCo is treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in U.S. Holder’s ordinary shares for tax purposes.
IRC Section 1014(a) provides for a step-up in basis to the fair market value for our ordinary shares when inherited from a decedent that was previously a holder of our ordinary shares. However, if PubCo is determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our ordinary shares, or a mark-to-market election and ownership of those ordinary shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if PubCo is determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits PubCo’s ordinary shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those ordinary shares.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form 8621 (whether or not a mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and provide any such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The rules dealing with PFICs and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of PubCo securities should consult their own tax advisors concerning the application of the PFIC rules to PubCo securities under their particular circumstances.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to dividends (including constructive dividends) received by U.S. Holders of PubCo ordinary shares, and the proceeds received on the disposition of PubCo ordinary shares and PubCo warrants effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Information reporting requirements will also apply to redemptions from U.S. Holders of shares of Globalink common stock. Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup withholding.
Certain U.S. Holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required to report information to the IRS relating to PubCo securities, subject to certain exceptions (including an exception for PubCo securities held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold PubCo securities. In addition to these requirements, U.S. Holders may be required to annually file FinCEN Report 114 (Report of Foreign Bank and Financial Accounts) with the U.S. Department of Treasury. U.S. Holders who are required to report specified foreign financial assets on IRS Form 8938 and/or foreign bank and financial accounts on FinCEN Report 114 and fail to do so may be subject to substantial penalties. U.S. Holders should consult their own tax advisors regarding information reporting requirements relating to their ownership of PubCo securities.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, by filing the appropriate claim for refund and timely providing the required information to the IRS.
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DILUTION TO GLOBALINK’S STOCKHOLDERS
Globalink’s net tangible book value as of March 31, 2024 was US$(8,370,816), or US$2.25) per share, based on 3,722,511 shares of Globalink common stock outstanding as of that date. The net tangible book value as of March 31, 2024 based on condensed combined pro forma financial statements was US$13,592,178, or US$0.08 per share after giving effect to (i) the issuance of 160,000,000 PubCo ordinary shares at $10.00 per share, as Merger Consideration Shares, assuming no issuance of the Earnout Shares, (ii) the issuance of 4,020,000 PubCo ordinary shares at $10.00 per share, as shares issuable under the PIPE Investment, (iii) the issuance of 1,600,000 PubCo ordinary shares at $10.00 per share, IBDC Asia Sdn. Bhd., an advisory firm to Alps, and (iv) the automatic conversion of PubCo rights into PubCo ordinary shares upon the Closing, and assuming no PubCo warrants are exercised, Globalink’s as adjusted net tangible book value as of March 31, 2024.
The following table illustrates the changes in net tangible book value to existing shareholders and dilution to recipients of Merger Consideration Shares and PIPE Investors at varying redemption levels.
| Assuming No Redemption | Assuming 25% Redemption | Assuming 50% Redemption | Assuming 75% Redemption | Assuming Maximum Contractual Redemption | ||||||||||||||||
| Offering Price of the Securities in the Initial Registered offering price per share | $ | 10.00 | $ | 10.00 | $ | 10.00 | $ | 10.00 | $ | 10.00 | ||||||||||
| Pro forma net tangible book value, as adjusted (1) | $ | 13,592,178 | $ | 12,760,742 | $ | 11,929,307 | $ | 11,097,871 | $ | 10,266,447 | ||||||||||
| Total Shares (2) | 170,549,511 | 170,480,133 | 170,410,755 | 170,341,377 | 170,272,000 | |||||||||||||||
| Net tangible book value per share as of March 31, 2024 | $ | 0.08 | $ | 0.08 | $ | 0.07 | $ | 0.07 | $ | 0.06 | ||||||||||
| Dilution per share to recipients of Merger Consideration Shares and PIPE Investors | $ | (9.92 | ) | $ | (9.92 | ) | $ | (9.93 | ) | $ | (9.93 | ) | $ | (9.94 | ) | |||||
The following table illustrates the changes in net tangible book value to Globalink’s shareholders and increase in net tangible book value to Globalink’s shareholder as a result of net assets acquired of Alps Holdco with Merger Consideration Shares and PIPE Investors at varying redemption levels.
| Assuming No Redemption | Assuming 25% Redemption | Assuming 50% Redemption | Assuming 75% Redemption | Assuming Maximum Contractual Redemption | ||||||||||||||||
| Globalink’s net tangible book value as of March 31, 2024 | $ | (8,370,816 | ) | $ | (8,370,816 | ) | $ | (8,370,816 | ) | $ | (8,370,816 | ) | $ | (8,370,816 | ) | |||||
| Globalink’s shares outstanding | 3,722,511 | 3,722,511 | 3,722,511 | 3,722,511 | 3,722,511 | |||||||||||||||
| Globalink’s net tangible book value per share as of March 31, 2024 | $ | (2.25 | ) | $ | (2.25 | ) | $ | (2.25 | ) | $ | (2.25 | ) | $ | (2.25 | ) | |||||
| Increase in net tangible book value per share attributable to Globalink’s stockholders | $ | 2.33 | $ | 2.33 | $ | 2.32 | $ | 2.32 | $ | 2.31 | ||||||||||
The following table illustrates the as adjusted net tangible book value to Globalink’s shareholders and increase in net tangible book value to Globalink’s shareholder as a result of transaction cost incurred by Globalink, financing acquired to extend and deposit into trust, and funds released from the trust at de-SPAC, and reflecting the issuance of ordinary shares to the rights holders for rights issued at IPO.
| Assuming No Redemption | Assuming 25% Redemption | Assuming 50% Redemption | Assuming 75% Redemption | Assuming Maximum Contractual Redemption | ||||||||||||||||
| As adjusted net tangible book value per share after giving effect to the issuance of ordinary shares in connection with right issued at IPO to Globalink’s right holders | $ | 0.08 | $ | 0.08 | $ | 0.07 | $ | 0.07 | $ | 0.06 | ||||||||||
| Numerator adjustments | ||||||||||||||||||||
| Globalink’s net tangible book value | $ | (8,370,816 | ) | $ | (8,370,816 | ) | $ | (8,370,816 | ) | $ | (8,370,816 | ) | $ | (8,370,816 | ) | |||||
| Alp’s net tangible book value | 133,066 | 133,066 | 133,066 | 133,066 | 133,066 | |||||||||||||||
| PIPE proceeds | 40,200,000 | 40,200,000 | 40,200,000 | 40,200,000 | 40,200,000 | |||||||||||||||
| Transaction cost attributed to Globalink | (1,690,428 | ) | (1,690,428 | ) | (1,690,428 | ) | (1,690,428 | ) | (1,690,428 | ) | ||||||||||
| Transaction cost attributed to Alps | (813,540 | ) | (813,540 | ) | (813,540 | ) | (813,540 | ) | (813,540 | ) | ||||||||||
| Extension financing for deposits into trust | (540,000 | ) | (540,000 | ) | (540,000 | ) | (540,000 | ) | (540,000 | ) | ||||||||||
| Earnout liability | (18,522,340 | ) | (18,522,340 | ) | (18,522,340 | ) | (18,522,340 | ) | (18,522,340 | ) | ||||||||||
| Funds released from trust (3) | 2,770,102 | 2,494,295 | 1,662,861 | 831,424 | - | |||||||||||||||
| As adjusted net tangible book value | $ | 13,166,044 | $ | 12,890,237 | $ | 12,058,802 | $ | 11,227,366 | $ | 10,395,942 | ||||||||||
| Denominator adjustments | ||||||||||||||||||||
| Globalink’s shares outstanding | 3,722,511 | 3,653,133 | 3,583,755 | 3,514,377 | 3,445,000 | |||||||||||||||
| Globalink’s Public rights outstanding | 1,150,000 | 1,150,000 | 1,150,000 | 1,150,000 | 1,150,000 | |||||||||||||||
| PGM rights outstanding | 57,000 | 57,000 | 57,000 | 57,000 | 57,000 | |||||||||||||||
| Alps’ shareholders | 160,000,000 | 160,000,000 | 160,000,000 | 160,000,000 | 160,000,000 | |||||||||||||||
| IBDC Asia Sdn Bhd shareholders | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | |||||||||||||||
| PIPE investors | 4,020,000 | 4,020,000 | 4,020,000 | 4,020,000 | 4,020,000 | |||||||||||||||
| As adjusted Globalink’s shares outstanding | 170,549,511 | 170,480,133 | 170,410,755 | 170,341,377 | 170,272,000 | |||||||||||||||
| (1) | Net tangible book value is based on the pro forma net tangible asset after giving effect the adjustment disclosed in pro forma including the issuance of Merger consideration shares, PIPE investment and the settlement of transaction cost. The net tangible assets under the 25% redemption scenario was further adjusted for the redemptions of $831,436, under 50% redemption scenario was further adjusted for the redemptions of $1,662,871 and under 75% redemption scenario was further adjusted for the redemptions of $2,494,307. | |
| (2) | Excludes potentially dilutive outstanding securities consisting of 5,750,000 share count underlying the warrants held by Globlalink’s public shareholders, 285,000 share count underlying the warrants held by Private Placement Sponsor and 48,000,000 Earn-out shares. These sources of future dilution as the extent of their exercise is assumed not to be probable | |
| (3) | The funds released from trust was adjusted under the 25% redemption scenario for the redemptions of $831,436, under 50% redemption scenario for the redemptions of $1,662,871 and under 75% redemption scenario for the redemptions of $2,494,307. |
A US$1.00 increase or decrease in the price at which the shares are issued from the assumed issuance price of US$10.00 per share, would increase or decrease, respectively, our as adjusted net tangible book value per share by US$0.03 per share, and the dilution per share to Globalink’s stockholders in the Business Combination and recipients of Merger Consideration Shares and PIPE Investors by approximately US$0.03 per share, assuming no redemption. The as adjusted information provided above is illustrative only.
To the extent that additional shares are issued pursuant to the foregoing, Globalink’s stockholders will experience further dilution. In addition, Globalink may enter into other transactions. To the extent it issues such securities, investors and Globalink’s stockholders may experience further dilution.
Globalink issued shares in an initial registered offering at $10 per share. The issued and outstanding public shares of the Globalink as of the date of this proxy statement/prospectus are 277,511. In connection with the de-SPAC transaction, the Pubco will issue 160,000,000 shares to the Alps shareholders, 4,020,000 shares in the PIPE investment, and 1,600,000 to IBDC Asia Sdn Bhd, for a total of 165,897,511 outstanding shares. Redemption levels of zero, 25%, 50% 75% and Maximum Contractual Redemption have been disclosure in the table below as required by Item 1604(c).
For purposes of Item 1604(c)(1), Globalink would have 165,897,511 total shares after giving effect to the de-SPAC transaction and related financing under the zero-redemption scenario. Where redemptions are zero, the company valuation is based on Globalinks offering Price of the securities in the initial registered offering price per share of $10 is therefore calculated as: $10 (per share IPO price) times 165,897,511 shares, or $1,658,975,110. The following table illustrates the PubCo valuation at the offering Price of the securities in the initial registered offering price of $10 per share for each redemption scenario:
| Assuming No Redemption | Assuming 25% Redemption | Assuming 50% Redemption | Assuming 75% Redemption | Assuming Maximum Contractual Redemption | ||||||||||||||||
| Globalink shares Valuation based on offering price of the securities in the initial registered offering of $10.00 per share | $ | 2,775,110 | $ | 2,081,330 | $ | 1,387,550 | $ | 693,770 | $ | - | ||||||||||
| Globalink public shareholders Ordinary shares outstanding post de-SPAC | 277,511 | 208,133 | 138,755 | 69,377 | - | |||||||||||||||
| Alps shares Valuation based on offering price of the securities in the initial registered offering of $10.00 per share | $ | 1,600,000,000 | $ | 1,600,000,000 | $ | 1,600,000,000 | $ | 1,600,000,000 | $ | 1,600,000,000 | ||||||||||
| Alps shareholders Ordinary shares outstanding post de-SPAC | 160,000,000 | 160,000,000 | 160,000,000 | 160,000,000 | 160,000,000 | |||||||||||||||
| PIPE Investor Valuation based on offering price of the securities in the initial registered offering of $10.00 per share | $ | 40,200,000 | $ | 40,200,000 | $ | 40,200,000 | $ | 40,200,000 | $ | 40,200,000 | ||||||||||
| PIPE investor Ordinary shares outstanding post de-SPAC | 4,020,000 | 4,020,000 | 4,020,000 | 4,020,000 | 4,020,000 | |||||||||||||||
| IBDC Asia Sdn Bhd shares Valuation based on offering price of the securities in the initial registered offering of $10.00 per share | $ | 16,000,000 | $ | 16,000,000 | $ | 16,000,000 | $ | 16,000,000 | $ | 16,000,000 | ||||||||||
| IBDC Asia Sdn Bhd shareholders Ordinary shares outstanding post de-SPAC | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | |||||||||||||||
| Total PubCo Valuation based on offering price of the securities in the initial registered offering of $10.00 per share | $ | 1,658,975,110 | $ | 1,658,281,330 | $ | 1,657,587,550 | $ | 1,656,893,770 | $ | 1,656,200,000 | ||||||||||
| Total Pubco Ordinary shares outstanding post de-SPAC | 165,897,511 | 165,828,133 | 165,758,755 | 165,689,377 | 165,620,000 | |||||||||||||||
The required disclosure is not a guarantee that the trading price of the combined company will not be below the IPO offering price of Globalink, nor is the disclosure a guarantee the company valuation will attain one of the stated levels of valuation.
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GLOBALINK’S BUSINESS
Unless the context otherwise requires, references to the “Company,” “we”, “us” and “our” in this section generally refer to Globalink Investment Inc.
Overview
Globalink was incorporated in Delaware on March 24, 2021 and was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities. On December 9 2021, Globalink consummated its initial public offering (“IPO”) of 10,000,000 units. Globalink has until January 9, 2025 (and may be extended to June 9, 2025, on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account) to consummate a Business Combination. If Globalink is unable to complete its initial business combination within this time period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
If Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by its Sponsor, extend the period of time to consummate a business combination on a monthly basis to until June 9, 2025, subject to its Sponsor depositing additional funds into the Trust Account. For the time available for Globalink to consummate its initial business combination to be extended, its Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $60,000 on or prior to the date of the applicable deadline, for each extension. In the event that Globalink receives notice from Globalink’s Sponsor five days prior to the applicable deadline of its wish for Globalink to effect an extension, Globalink intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, Globalink intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Globalink’s Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for Globalink to complete the initial business combination.
On December 10, 2024, Globalink received a delisting determination letter from Nasdaq as the 36-month anniversary from its IPO has passed on December 9, 2024, and Globalink are no longer in compliance with Nasdaq Listing Rule IM 5101-2(b). Globalink’s securities were suspended from trading and delisted from Nasdaq on December 17, 2024. As of the same date, Globalink’s securities started trading on OTC Pink. There could be substantial risks to Globalink and PubCo the as a result of Globalink’s non-compliance with this rule. See “Risk Factors — Risks Related to Globalink’s Business and the Business Combination — Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a business combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.”
Trust Account
Following the closing of the IPO (including over-allotment units), $116,725,000 ($10.15 per unit) from the net proceeds of the sale of the units in the IPO, over-allotment units, and the private units was placed in the Trust Account established for the benefit of the Company’s public stockholders at JPMorgan Chase Bank, N.A. maintained by Continental, acting as trustee and has been held in cash, until the earlier of: (i) the completion of an initial Business Combination and (ii) the distribution of the Trust Account. The money held in the Trust Account, if invested, may only be invested in United States “government securities” within the meaning of Section 2(a) (16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Through a total of five elections from March 2023 to December 2023, Globalink elected to extend the Termination Date to December 9, 2023 and deposited an aggregate of US$1.17 million into the Trust Account for its public stockholders. Globalink elected all of the five extensions permitted under the amended and restated certificate of incorporation of the Company, as first amended.
As of the date of this proxy statement/prospectus, the Company has extended the Termination Date one time under its amended and restated certificate of incorporation, as third amended (or eighteen times since the IPO), and has until January 9, 2025 to complete its initial business combination (or up to June 9, 2025 if Globalink further extends the timeline to complete its initial business combination), and has caused an aggregate of $1,950,000 to be deposited into the Trust Account in connection with these extensions.
On December 3, 2024, the Company’s stockholders approved an amendment to its certificate of incorporation, which allows the Company to continue to extend the Termination Date to up to June 9, 2025 through monthly extensions, if requested by the Board, and subject to the Sponsor depositing additional funds into the Trust Account.
On December 10, 2024, Globalink received a delisting determination letter from Nasdaq as the 36-month anniversary from its IPO has passed on December 9, 2024, and Globalink are no longer in compliance with Nasdaq Listing Rule IM 5101-2(b). Globalink’s securities were suspended from trading and delisted from Nasdaq on December 17, 2024. As of the same date, Globalink’s securities started trading on OTC Pink. There could be substantial risks to Globalink and PubCo the as a result of Globalink’s non-compliance with this rule. See “Risk Factors — Risks Related to Globalink’s Business and the Business Combination — Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a business combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.”
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Business Combination Activities
Agreement with Chardan
On February 4, 2022, Globalink entered into a letter agreement with Chardan pursuant to which Chardan agreed to act as Globalink’s M&A and capital markets advisor with respect to a business combination involving Globalink and a target company. Upon consummation of business combination, Chardan is entitled to M&A fee in amount of $1,000,000 and Financing fees of 6% of aggregate sales price of securities purchased in the Business Combination or related transactions by parties introduced by Chardan to Globalink. In addition, Globalink has agreed to reimburse $100,000 to Chardan for out-of-pocket expenses, subject to presentation of appropriate documentation evidencing such out-of-pocket expenses.
Subsequently, on February 2, 2024, Globalink entered into an amended agreement with Chardan. The purpose of the amended agreement was to update certain commercial arrangements relating to the engagement. The engagement was updated to include a right of first refusal (as described below) and increase the expense reimbursement from $100,000 to $250,000 to account for Chardan’s out-of-pocket expense including cost of retaining counsel.
In the February 2, 2024 amended agreement, Chardan shall have a right (but not an obligation) of first refusal to act (a) as sole/lead left/lead book-running manager (with at least 30% of the economics paid to all advisors and/or underwriters) for any and all future financings undertaken until the first (1st) anniversary of the date of the closing of the Business Combination and (b) as sole/lead left financial advisor with respect to any and all M&A transactions during such period.
| Agreement with Trunnion Bridge Sdn. Bhd. |
On June 1, 2022, Globalink entered into a letter agreement with Trunnion Bridge Sdn. Bhd. (“Trunnion”), pursuant to which Trunnion agreed to assist Globalink to identify potential target companies for a business combination and to provide general consultancy services to Globalink in connection with a business combination transaction until consummation of a business combination. As consideration for the services provided by Trunnion to Globalink under the letter agreement, Globalink agreed to issue 350,000 shares of Globalink common stock to Trunnion upon the closing a business combination. Trunnion is also entitled to reimbursement of out-of-pocket expenses.
As Alps Holdco was not introduced by Trunnion to Globalink, Globalink is not obligated under the letter agreement to issue 350,000 shares to Trunnion.
| Merger Agreement |
On January 30, 2024, Globalink entered into the Merger Agreement (as amended and restated on May 20, 2024) with PubCo, Merger Sub, Alps Holdco, the Parent Representative and Seller Representative. Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco will be effected in two steps: (i) the Redomestication Merger, whereby, subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity; and (ii) the Acquisition Merger, whereby Merger Sub will merge with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo. In the event that the Business Combination is not consummated by January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), its corporate existence will cease and Globalink will distribute the proceeds held in the Trust Account to its public stockholders.
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Redemption Rights
The public stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (anticipated to be $11.98 per public share based on the balance of the Trust Account as of December 6, 2024). There will be no redemption rights with respect to Globalink’s warrants or rights.
Automatic Dissolution and Subsequent Liquidation of Trust Account if No Business Combination
If Globalink does not complete a business combination within January 9, 2025 (and may be extended to June 9, 2025 on a monthly basis by resolutions of the Globalink Board, if requested by the Sponsor, and subject to the Sponsor depositing additional funds into the Trust Account), Globalink will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Globalink’s remaining stockholders and Globalink Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Globalink’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. At such time, the rights will expire and holders of the rights will receive nothing upon a liquidation with respect to such rights, and the rights will be worthless.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of Globalink’s Trust Account distributed to Globalink’s public stockholders upon the redemption of 100% of Globalink’s outstanding public shares in the event Globalink does not complete Globalink’s initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Furthermore, if the pro rata portion of Globalink’s Trust Account distributed to Globalink’s public stockholders upon the redemption of 100% of Globalink’s public shares in the event Globalink does not complete Globalink’s initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. It is Globalink’s intention to redeem Globalink’s public shares as soon as reasonably possible following the 12th or 15th or 18th month from the closing of the IPO and, therefore, Globalink does not intend to comply with the above procedures. As such, Globalink’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Globalink’s stockholders may extend well beyond the third anniversary of such date.
Because Globalink will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for Globalink’s payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because Globalink is a blank check company, rather than an operating company, and Globalink’s operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from Globalink’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
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Globalink will seek to have all third parties (including any vendors or other entities Globalink engages after the IPO) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account. The underwriters in the IPO have executed such a waiver agreement. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. Globalink therefore believes that any necessary provision for creditors will be reduced and should not have a significant impact on Globalink’s ability to distribute the funds in the Trust Account to Globalink’s public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, Globalink will execute an agreement with that entity only if Globalink’s management first determines that Globalink would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where Globalink may engage a third-party that refused to execute a waiver would be the engagement of a third-party consultant who cannot sign such an agreement due to regulatory restrictions, such as Globalink’s auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the Trust Account. Globalink’s Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which Globalink has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.15 per public share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under Globalink’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, Globalink’s Sponsor will not be responsible to the extent of any liability for such third-party claims. However, Globalink’s Sponsor may not be able to satisfy its indemnification obligations, as Globalink has not required Globalink’s Sponsor to retain any assets to provide for its indemnification obligations, nor has Globalink taken any further steps to ensure that Globalink’s Sponsor will be able to satisfy any indemnification obligations that arise. Moreover, Globalink’s Sponsor will not be liable to Globalink’s public stockholders and instead will only have liability to us. None of Globalink’s officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses. As a result, if Globalink liquidates, the per-share distribution from the Trust Account could be less than approximately $10.15 due to claims or potential claims of creditors. Globalink will distribute to all of Globalink’s public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the Trust Account, inclusive of any interest not previously released to us, (subject to Globalink’s obligations under Delaware law to provide for claims of creditors as described below).
If Globalink is unable to consummate an initial business combination and are forced to redeem 100% of Globalink’s outstanding public shares for a portion of the funds held in the Trust Account, Globalink anticipates notifying the trustee of the Trust Account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of Globalink’s public shares. Globalink’s insiders have waived their rights to participate in any redemption with respect to their insider shares. Globalink will pay the costs of any subsequent liquidation from Globalink’s remaining assets outside of the Trust Account. If such funds are insufficient, Globalink’s insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us or necessary to pay Globalink’s taxes. The proceeds deposited in the Trust Account could, however, become subject to claims of Globalink’s creditors that are in preference to the claims of public stockholders.
Globalink’s public stockholders shall be entitled to receive funds from the Trust Account only in the event of Globalink’s failure to complete Globalink’s initial business combination in the required time period or if the stockholders seek to have us convert their respective shares of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the Trust Account.
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If Globalink is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Globalink’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Globalink’s stockholders.
If, after Globalink distributes the proceeds in the Trust Account to Globalink’s public stockholders, Globalink files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Globalink’s stockholders. In addition, Globalink Board may be viewed as having breached its fiduciary duty to Globalink’s creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.
Facilities
Globalink maintains its principal executive offices at 200 Continental Drive, Suite 401, Newark, Delaware 19713. The rent for this space is $115 per month. Globalink considers Globalink’s current office space, combined with the other office space otherwise available to Globalink’s executive officers, adequate for Globalink’s current operations.
Employees
Globalink has two executive officers. These individuals are not obligated to devote any specific number of hours to its matters and intend to devote only as much time as they deem necessary to its affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once a suitable target business to consummate its initial business combination with has been located, management will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on Globalink’s affairs) than had been spent prior to locating a suitable target business. Globalink presently expects its executive officers to devote an average of approximately 10 hours per week to Globalink’s business. Globalink does not intend to have any full-time employees prior to the consummation of Globalink’s initial business combination.
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INFORMATION ABOUT ALPS
In this section, all references to “Alps”, the “Company”, “we,” “us” and “our” refer to Alps Global Holding Berhad, Alps Life Sciences Inc and its subsidiaries prior to consummation of the Business Combination, which will be the business of PubCo and its subsidiaries following the consummation of the Business Combination.
Glossary
For purposes of this section, unless otherwise stated or unless the context otherwise requires, the following terms shall have the following meanings:
| “CAGR” | means compound annual growth rate; |
| “CAR-T” | means chimeric antigen receptor T-cells; |
| “DNA” | means deoxyribonucleic acid; |
| “hiPSCs” | means human-induced pluripotent stem cells; |
| “KIRs” | means killer cell immunoglobulin-like receptors; |
| “iPSC” | means induced pluripotent stem cells; |
| “MHC” | means major histocompatibility complex; |
| “mRNA” | means messenger ribonucleic acid; |
| “NK” | means natural killer cells; |
| “WGS” | means whole genome sequencing; and |
| “GMP” | means good manufacturing practice. |
Mission
Our mission is to foster a fair healthcare ecosystem. Alps has taken steps to cultivate an ecosystem of collaboration among clinicians, stakeholders, and researchers who share our vision. Together, we are dedicated to expanding the range of diagnostic and treatment options available while simultaneously reducing costs, ensuring that cutting-edge medicine is more accessible.
Overview
Pursuant to the terms of the Merger Agreement, after the date of the Merger Agreement and prior to the consummation of the Business Combination, Alps Global Holding Berhad (“Alps”), will become a subsidiary of Alps Life Sciences Inc (“Alps Holdco”), a holding company incorporated on April 14, 2017 under the Malaysian Companies Act 2016 as a public limited company (“Proposed Reorganization”), which will be overseeing the operations in Malaysia. Our group will consist of Alps Life Sciences Inc, Alps Global Holding Berhad and our subsidiaries, namely, Alps Biotech Sdn. Bhd., Alps Wellness Centre Sdn. Bhd., Alpscap Berhad, Celebre Pro Medic Sdn. Bhd., Celestialab Sdn. Bhd., Mont Life (M) Sdn. Bhd., MyGenome Sdn. Bhd., TMC Global Holdings Sdn. Bhd., and Alps Insurance PCC Inc., and our affiliate, Vax Biotech Sdn. Bhd. (30% owned). We are focused on becoming a fully integrated platform for biotechnology research, medical and wellness company. Our principal activities are research and development in various biotechnology-related products and services, with a focus on the use of precision and preventive medicine, and that substantially all of our operations are conducted through Alps and our subsidiaries and affiliate.
Because all of our pipeline candidates are in the pre-clinical phase, we do not generate revenue from our research and development efforts. Rather, we provide aesthetic treatments, general healthcare and wellness services to generate revenue which is used to support and sustain our research and development activities. This revenue is crucial for covering ongoing operational expenses, funding clinical studies and developing innovative biotechnology solutions, including new product candidates and advancements in precision medicine. Alps believes that this approach ensures that Alps’ R&D activities are not only innovative but also aligned with practical market needs and trends.
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Our corporate structure after the Proposed Reorganization as of the date of this proxy statement/prospectus is depicted below:
Figure 1. Organizational Structure of Alps.
Details of our subsidiaries are summarized below:
| Company Name | Principal Activities | Date of Incorporation | Principal place of business | |||
Alps Global Holding Berhad
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Business of research and development (including stem cell) in all kinds of biotechnology related business, invest and manage business such as health and beauty centre, medical centre as well as acting as an investment holding company
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April 14, 2017 | Malaysia | |||
Mont Life (M) Sdn. Bhd.
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Skincare, aesthetic, health supplements, food and drinks supplements and household products
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May 8, 2015 | Malaysia | |||
Celebre Pro Medic Sdn. Bhd.
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Business of beauty, health consultant and therapist
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October 31, 2011 | Malaysia | |||
TMC Global Holdings Sdn. Bhd.
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Beauty and health care consultants | July 4, 2014 | Malaysia | |||
Alps Wellness Centre Sdn. Bhd.
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Business of health screening, beauty aesthetics, and to act as wellness centre
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August 18, 2017 | Malaysia | |||
Celestialab Sdn. Bhd. (“Celestialab”)
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i) Acquire, hold investment and manage movable and immovable assets, landed properties. ii) Manufacture cellular products such as human stem cells and lymphocytes-products to develop, establish, maintain and aid in the development, establishment and maintenance of laboratories on medical science and biotechnology, research stations, containment facilities and programmes
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November 27, 2017 | Malaysia |
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MyGenome Sdn. Bhd. (“MyGenome”)
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Manufacture of medicaments, medical laboratories, research and development on biotechnology
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November 27, 2018 | Malaysia | |||
Alps Biotech Sdn. Bhd.(“Alps Biotech”)
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Leasing of intellectual property and similar products, except copyrighted works, research and development on medical sciences, investment advisory services
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May 9, 2019 | Malaysia | |||
Alpscap Berhad
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Activities of holding companies, accounting, bookkeeping and auditing activities, tax consultancy
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April 11, 2018 | Malaysia | |||
Alps Insurance PCC Inc.
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Provision of unconventional healthcare financing solutions
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December 24, 2020 | Malaysia |
Details of our affiliates are summarized below:
| Company Name | Principal Activities | Date of Incorporation | Principal place of business | |||
| Vax Biotech Sdn. Bhd. | Manufacture of medicaments | January 25, 2021 | Malaysia | |||
| Cilo Cybin Holdings Limited | Investment holding company | February 23, 2022 | South Africa |
Corporate History
We currently operate through Alps Global Holding Berhad and our subsidiaries, namely, Alps Biotech Sdn. Bhd., Alps Wellness Centre Sdn. Bhd., Alpscap Berhad, Celebre Pro Medic Sdn. Bhd., Celestialab Sdn. Bhd., Mont Life (M) Sdn. Bhd., MyGenome Sdn. Bhd., TMC Global Holdings Sdn. Bhd., and Alps Insurance PCC Inc., and our affiliates, Vax Biotech Sdn. Bhd. (30% owned) and Cilo Cybin Holdings Limited (40.5% owned).
Share Subscription Agreement with Cilo Cybin Holdings Limited
On September 15, 2023, Alps Global Holding Berhad entered into a share subscription agreement (as supplemented from time to time) (the “Cilo Cybin Subscription Agreement”) with Dr. Tham Seng Kong, Cilo Cybin Holdings Limited (the “Cilo Cybin”), and Gabriel Theron.
Under the terms of the Cilo Cybin Subscription Agreement, Alps Global Holding Berhad and Dr. Tham each subscribed for 28,762,252 of ordinary shares in Cilo Cybin (for an aggregate of 57,524,504 ordinary shares) at a price of ZAR 0.90 per share, upon the terms and conditions stated therein, constituting approximately 40.5% of the issued securities of Cilo Cybin. Cilo Cybin was listed on the JSE’s Alternative Exchange as a special purpose acquisition company on June 25, 2024, to pursue the acquisition of, and investments in, commercial enterprises operating in the biotechnology and pharmaceuticals industries. As a result, Dr. Tham and Alps Global Holding Berhad each hold a 40.5% stake in the Target Company. Cilo Cybin has identified potential opportunities for asset acquisitions both in South Africa and globally. Among these opportunities is Cilo Cybin Pharmaceutical Proprietary Limited (“Cilo Cybin Pharmaceutical”), which is considered a viable asset.
This investment aligns with Alps’ business model by providing an opportunity to collaborate and potentially integrate innovative biotechnology and pharmaceutical solutions that complement Alps’ existing focus on precision and preventive medicine. Cilo Cybin Pharmaceutical intends to develop its exclusive house brand featuring cannabis and psychedelic products. Alps believes that these products may potentially lead to future therapeutic development targeting conditions such as epilepsy and Parkinson’s disease. Alps also sees a potential for collaboration with Cilo Cybin Pharmaceutical in research and development endeavors to enable each company to leverage each other’s strengths to drive innovation and accelerate the development and commercialization of new therapeutic solutions.
Share Sale Agreement in relation to the acquisition of the shares in Alps Insurance PCC Inc.
On September 11, 2023, Alpscap Berhad entered into a share sale agreement (as supplemented from time to time) (the “SSA”) with Dr. Tham Seng Kong, Mohd Razef Bin Abdullah and Poon Kian Huat (the “Vendors”) to acquire 100% equity interest in Alps Insurance PCC Inc (“Sale Shares”). The acquisition of Sale Shares has been completed and successfully transferred from the Vendors to Alpscap Berhad.
Alps Insurance PCC Inc is a captive insurance company regulated by Labuan Financial Services Authority, specializing in providing both insurance and reinsurance services. Pursuant to the SSA, the Vendors will receive a consideration of RM686,275.00 (approximately US$ 145,397.25) upon the completion of the sale and purchase of the Sale Shares.
Share Split Involving the Subdivision of Every 1 Existing Ordinary Share in Alps Global Holding Berhad into Approximately 1.24 Ordinary Shares Each
On February 23, 2024, Alps Global Holding Berhad had, vide an Extraordinary General Meeting, resolved to approve the subdivision of 46,838,742 of the existing ordinary shares in Alps Global Holding Berhad, held by the shareholders of Alps Global Holding Berhad whose names appear in the Register of Member as at the close of business on February 23, 2024 into 58,041,998 ordinary shares in Alps Global Holding Berhad (“Subdivided Shares”).
The Subdivided Shares will, upon allotment and issuance, rank pari passu in all respects with each other, except that the Subdivided Shares will not be entitled to any dividends, rights, allotments and/or other forms of distribution that may be declared, made or paid for which the entitlement date precedes the date of allotment and issuance of the Subdivided Shares. The rationale for the share split is to provide a premium to existing shareholders through issuance of additional premium shares funded by the capital raised.
Business Milestones
Alps aspires to establish a fully integrated platform encompassing biotechnology research, medical, and wellness services specializing in predictive, precision and preventive health management. We intend to advance personalized medicine through ongoing innovation.
Alps aims to become a leading healthcare destination, offering its expertise at fair and accessible prices. Our scope of biotechnology platform extends to creating a comprehensive “bench to bedside” ecosystem. This includes both upstream activities, such as sourcing raw materials and production, and to downstream operations that cover distribution, marketing and fill-and-finish processes.
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Situated in the heart of Kuala Lumpur’s central business district, the core establishments of Alps include Alps Medical Centre operated by our subsidiary, TMC Global Holdings Sdn. Bhd. while Alps Wellness Centre is operated by Alps Wellness Sdn. Bhd., offering a range of medical, aesthetic, and wellness services. Additionally, MyGenome operates a molecular laboratory and has been granted with a BioNexus status by the Malaysian government through the Malaysian Investment Development Authority (MIDA). The BioNexus status affords MyGenome with incentives and benefits, among others, an income tax exemption of 70% on statutory income for a period of ten (10) years. MyGenome’s molecular laboratory accredited by the Malaysian Standard MS ISO 15189:2022, Medical laboratories – Requirements for quality and competence, and specializes in genetics sequencing including WGS, leveraging expertise in DNA and mRNA analysis. Celestialab, our subsidiary, focuses on the cultivation, research and development of cellular products. Both MyGenome and Celestialab contribute to our precision and preventive ethos aimed at enhancing individual health and well-being.
Furthermore, we collaborate with universities for research and development to develop product pipelines that align with our company’s mission. Alps’ initiatives of creating a bench-to-bed platform with the competitive advantage and positioning set in place, allows the adoption of high technology pipelines at a low or conservative burn rate.
Our Research and Development
Leveraging on our network comprising professional providers, suppliers, and supporting services, Alps aims to provide its clientele with access to DNA and mRNA sequencing, cellular therapy, as well as wellness and anti-aging products and services.
Alps possesses in-house laboratories capable of performing a range of genomic and cellular research, including WGS, Whole Exome Sequencing (WES), targeted sequencing, mRNA tests. Alps also operates a cGMP accredited cell manufacturing laboratory. WGS, known as the most comprehensive clinical-grade DNA test available, provides invaluable insights into an individual’s inherited genetic predispositions. By unraveling the entire genetic makeup, this sequencing offers a wealth of information that can shape personalized medicine and enhance treatment efficacy.
In the realm of diagnostics and therapeutics, mRNA gene expression profiling is rapidly becoming a game-changer by acting as molecular biomarkers. These biomarkers are crucial for the early, accurate prediction and diagnosis of diseases, heralding a more proactive stance in healthcare management. mRNA tests provide a window into gene expression changes as they occur, facilitating prompt medical interventions to preempt disease progression.
Alps is committed to integrate WGS and mRNA expression profiling into routine diagnostic practices and to forge new paths in personalized medicine. Looking ahead, we aim to further enhance our service offerings by integrating the production and cultivation of autologous stem cells directly within our facilities. Additionally, we intend to establish an international research and development hub, collaborating with renowned scientists and institutions to advance cellular therapy as therapeutic entities.
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Our Pipeline
We are advancing a broad portfolio of pre-clinical product candidates derived from the following drug classes focused on the treatment of cancer, infectious and non-communicable diseases:
Figure 2. Overview of product candidates’ pipeline.
* The timelines presented in Figure 1 for Phase 1, Phase 2, and Phase 3 clinical trials are derived from industry standards and typical study durations for comparable trials. These estimates are based on standard timelines but may vary due to factors such as patient recruitment rates, trial design complexities, and regulatory requirements. Alps relies on historical data and industry benchmarks to project these durations. It is important to note that these timelines are preliminary and may be subject to adjustments. Various factors, including regulatory review periods, patient recruitment challenges, trial execution, and unforeseen variables during the development process, could potentially influence these timelines.
** The bottom half of the pipeline table, specifically, the mRNA diagnostics for lung cancer, cervical cancer, breast cancer and colorectal cancer, as well as exosome applications for cosmetic and wound care, represent product candidates that are designed to be used as diagnostic tools and cosmetic treatments rather than therapeutic interventions. As such, they follow a different regulatory pathway. In Malaysia, regulatory approval for these types of products may not necessitate the same extensive pre-clinical or clinical testing required for new therapeutic drugs. Instead, these products must meet specific regulatory standards and provide sufficient statistical evidence of safety and efficacy through documentation and studies appropriate for regulatory approval.
Details of our pipeline development stages and next anticipated milestones are summarized below:
| No. | Pipeline | Current Phase | Next Anticipated Milestones | |||
| 1. | Natural Killer (“NK”) Cell Therapy–MyImmune | The POC for NK cell therapy comprises of discovery, optimization, and process validation phase. Celestialab has completed the optimization phase, which aimed at culturing NK cells to achieve high-yield and high-purity. Currently, Celestialab is preparing to commence the process validation phase, which will include the completion of consecutive process replication and media-fill tests. |
Upon completing the process validation phase of the POC, Celestialab will initiate pre-clinical trials. This phase will involve designing the trials, determining efficacy parameters, and conducting comprehensive studies on toxicology, dosage, and safety. | |||
| 2. | Chimeric Antigen Receptor (“CAR”)-T Cell | Celestialab has concluded the discovery phase of its POC, identifying (i) CD19, (ii) CD20, or (iii) dual targeting of CD19 and CD22, as key targets for B-cell acute lymphoblastic leukemia and B-cell lymphoma. Celestialab is now preparing to start the optimization phase, which will include creating plasmid DNA (“pDNA”) templates. |
Upon completing the optimization phase, Celestialab will initiate the validation phase for the pDNA templates targeting CD19 and/or CD20. | |||
| 3. | COVID-19 Vaccine (mRNA) | The POC for COVID-19 Vaccine (mRNA) consists of (i) plasmid DNA (“pDNA”) construct design, (ii) synthesis and verification, (iii) optimization, and (iv) validation and formulation phase. MyGenome is now conducting in vitro tests on the pDNA constructs, including pDNA transfection into mammalian cells for protein expression study, and lab-scale production and formulation. |
After completing in vitro validation and formulation stage, Alps will begin in vivo POC testing for the pDNA constructs. | |||
| 4. | Cholera Vaccine | VaxBio has completed the POC for its cholera vaccine and is moving to the preclinical stage. VaxBio currently conducting a preclinical acute toxicity study at Malaysian Institute of Pharmaceuticals and Nutraceuticals (“IPHARM”) to assess the vaccine’s safety.
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After completing the preclinical acute toxicity study, VaxBio plans to submit a dossier to the NPRA to seek approval for starting clinical trials. | |||
| 5. | Diabetes – MYCELEST | Celestialab is completing the preclinical studies phase for MYCELEST and is currently preparing the preclinical data for submission of the dossier application to the NPRA. |
Once Celestialab obtains the necessary approvals from NPRA, Celestialab will initiate clinical trials on patients with diagnosed type 1 and type 2 diabetes mellitus. | |||
| 6. | Heart Failure – iPSC | This pipeline has implemented and proved the construct/design of the product candidate, which involved the differentiation of human induced pluripotent stem cells (iPSCs) into cardiomyocytes using cord blood, which was a step in validating the approach. Additionally, this pipeline completed the study to test the therapeutic potential of these iPSC-derived cardiomyocytes by applying them to treat cryoinjured rat hearts (manuscript under preparation)., The current focus involves generating human iPSC cells from adult peripheral blood and manufacturing clinical-grade iPSCs under GMP conditions. |
Upon completion of generating human iPSC cells, the next step will involve conducting pre-clinical trials. This phase includes preparing the trial design, and conducting studies to assess efficacy, toxicology, dosage, and safety. | |||
| 7. | mRNA (Diagnostic) | This pipeline is currently undergoing the POC stage, focusing on recruiting patients for breast, lung, cervical, and colorectal cancers and collecting data to develop diagnostic kits for these cancers. |
Upon completing the data gathering phase, MyGenome will commence the development of diagnostic prototypes for the identification of differentially expressed genes.
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| 8. | CELESOME(+) | Alps has completed its POC phase, which involved evaluating and refining exosome isolation methods and characterization. Alps is now finalizing an in-house protocol for further exosome characterization. |
After characterizing the exosomes, Alps plans to conduct toxicity studies, including cytotoxicity tests and acute toxicity studies in animal models.
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MyImmune - NK Cell Therapy
Development Status of NK Cells Therapy
Celestialab is currently conducting research and development on MyImmune with the aim of enhancing its effectiveness and safety parameters before progressing to pre-clinical testing. The POC for NK cell therapy comprises of discovery, optimization, and process validation phases. Celestialab has completed the optimization phase, which is aimed at culturing NK cells to achieve high-yield and high-purity. Currently, Celestialab is preparing to commence the process validation phase, which will include the completion of consecutive process replication and media-fill tests. Upon completing the process validation phase of the POC, Celestialab will initiate pre-clinical trials. This phase will involve designing the trials, determining efficacy parameters, and conducting comprehensive studies on toxicology, dosage, and safety. Upon successful completion of pre-clinical testing, MyImmune expects to advance to clinical trial phases. These trials will involve human subjects and will assess the therapy’s safety, dosage, and effectiveness in treating targeted conditions. Celestialab anticipates completing the pre-clinical trials by the end of the third quarter of 2025. Based on this timeline, we expect the transition to clinical trials to occur within one (1) year from the date of this proxy statement/prospectus.
Overview
Natural killer (NK) cells, a vital component of the lymphocyte group, play a pivotal role in the innate immune system. These cells are instrumental in inducing apoptosis in infected or abnormal cells without the need for prior sensitization to specific antigens. NK cells, integral to the human innate immune response, possess the unique ability to selectively identify and eliminate cancerous or diseased cells. This capability is distinguished from that of the adaptive immune response system’s cells, such as T cells, which necessitate prior sensitization or co-stimulation to activate. The autonomous activation of NK cells, without the requirement for prior exposure to their targets, earns them the designation of “natural” killers. This intrinsic property enables NK cells to rapidly initiate an immune response within the human body, contrasting with the adaptive response where T cells may require a week or more to proliferate to significant numbers capable of mounting an effective defense against new antigens.
The potential of NK cell therapy to treat disease and cancer
NK cell therapy holds significant promise in the treatment of various diseases due to the unique properties and functions of NK cells. These cells are a critical component of the innate immune system and play a vital role in recognizing and eliminating abnormal or infected cells in the body. The potential of NK cell therapy to treat disease lies in its ability to harness the natural cytotoxicity of NK cells to target and destroy cancer cells, viral infected cells, and other diseased cells while preserving normal tissue integrity. Ongoing research and clinical trials are expected to further elucidate the therapeutic potential of NK cell therapy and its application across a wide range of diseases.
One of the key advantages of NK cell therapy is its broad specificity, allowing NK cells to recognize a wide range of target cells without the need for prior sensitization or specific antigen recognition. This innate recognition enables NK cells to rapidly respond to threats and initiate immune responses against various diseased and abnormal cells.
One example of the potential of NK cell therapy is its application in cancer treatment. NK cells have shown efficacy in targeting a variety of cancers, including leukemia, lymphoma, and solid tumors. For instance, in acute myeloid leukemia (“AML”), NK cell therapy has demonstrated the ability to selectively kill leukemia cells while sparing healthy hematopoietic stem cells. Clinical trials investigating the use of NK cell therapy in hematological malignancies have shown promising results, with some patients achieving complete remission or prolonged disease stabilization. NK cell therapy offers a potential alternative or complementary approach to conventional cancer treatments, such as chemotherapy and radiation therapy, and may overcome limitations such as tumour heterogeneity and resistance to treatment.
Beyond cancer, NK cell therapy is being investigated for the treatment of viral infections and anti-aging. NK cells play a crucial role in controlling viral infections and clearing senescent cells, which contribute to aging and age-related diseases. Studies have shown that NK cells can target and eliminate senescent cells, reducing inflammation and promoting healthier cellular environments.1
1 Please refer to the study on the role of NK cells in anti-aging therapies available on Frontiers in Immunology, https://www.frontiersin.org/journals/immunology/articles/10.3389/fimmu.2024.1360687/full
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Global Market Analysis of NK Cells Therapies
The global NK cells therapeutics market reached a value of US$2.1 billion in 2021 and is projected to expand to US$5.1 billion by 2027, with a CAGR of 15.94% during the period 2021-2027.2 The increasing adoption of NK cells for treating cancer, infections, and liver diseases is a primary driver of market growth.
NK cells play a crucial role in tumor immune-surveillance, leading to their widespread adoption. Additionally, growing awareness among the population about various immunotherapies and increased research and development for bi-specific antibodies that engage NK cells in eliminating tumor cells further propel market expansion.
In 2022, there were an estimated 20 million new cancer cases and 9.7 million deaths. This trend is expected to continue and increase, leading to maintain this trend due to the rising adoption of NK cell therapies for various cancers, including AML, Hodgkin’s lymphoma, hematologic malignancies, solid tumors, cutaneous T cell lymphoma, and head & neck cancer. However, the gastrointestinal disease segment is anticipated to witness rapid growth due to the increasing incidence of gastrointestinal tract-related diseases.
In hospitals, NK cell therapies are employed for cancer treatment through genetic engineering. With the capability to produce NK cells in an accredited environment, we believe that we are well-positioned to capitalize on this growing market opportunity.
Key Challenges to Existing Treatment
Diseases are characterized by complex biological interactions, which diminish the effectiveness of existing therapeutics that are restricted to single mechanisms of action and are incapable of adapting to the dynamic nature of disease progression. We have identified the following key challenges:
| ● | The immune systems of cancer patients are often weakened, impairing the body’s natural defenses and diminishing the effectiveness of treatments. For example, chemotherapy can suppress the immune response, rendering the patient more susceptible to opportunistic infections. | |
| ● | The current application of chemical therapies, like chemotherapy and radiotherapy agents, often results in significant harm to the patient’s body. These treatments lack specificity, affecting not only diseased or cancerous cells but also healthy cells throughout the body. As a result, patients frequently experience severe side effects including persistent body pain, hair loss, and weight loss. | |
| ● | The pharmacodynamics of each patient renders it impractical for one form of generalized drug or treatment to be effective in treating diseases. For example, adverse drug reactions occur when some patients develop allergic reactions to the same drug in which others have not showed any side effects (e.g. sulperazone that can induce skin and eye inflammations among some patients). |
Our Strategy and Solution - MyImmune
We aim to develop autologous NK cell therapy – MyImmune to overcome the limitations identified in previous approaches by concentrating on the optimization of parameters that we believe are critical for MyImmune to drive clinical and commercial success. These optimization parameters include, but are not limited to:
| ● | a high purity and viability rate of NK cells to maximize therapeutic efficacy; | |
| ● | ensuring the production process is scalable and cost-effective for widespread clinical use; and |
| ● | the ability to generate NK cells using cGMP processes at a commercial scale. |
Immunotherapy is regarded as the current, state-of-the-art weapon in combating cancers, both solid (e.g. breast cancer, colon cancer and ovarian cancer) and liquid tumors (e.g. leukemia). In this approach, autologous mode of treatment which uses/isolates the patients’ own immune cells, augmenting/expanding them in-vitro and re-infusing them back to the patients, represent the safest manner of immunotherapy. Although there exist many different human immune cells that are utilized for autologous immunotherapy, NK cells are widely sought-after as these immune cells are known to be capable of targeting diseased cells (i.e. cancer, viral-infected, unhealthy, damaged cells) without a directed immune sensitization or immunological priming, such as through the MHC-antigen presentation route. There happens to be several different routes of culturing and expanding NK cells in-vitro, such as using multiple combinations of cytokines, prior NK cell isolation through magnetic beads, antibodies which stimulate the cell expansions or using specific-growth medias which may exponentially increase end-user’s therapy cost. Hence, the need for a cost-effective, easy-to-handle and cGMP-compliant methodology that can yield higher folds of NK cell production and concurrently with high purity of NK cells per batch.
2 Business Wire. (July 4, 2022). Global Natural Killer Cells Therapeutics Market 2022 to 2027 - Industry Trends, Share, Size, Growth, Opportunity and Forecasts. Retrieved from Business Wire.
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We are developing MyImmune for the potential treatment of oncological diseases based on activated NK cells. Within our MyImmune therapy protocol, blood samples will be obtained from the patient, from which NK cells will be isolated and purified. These NK cells will undergo a multiplication process through culturing and stimulation for a duration of three (3) weeks in the presence of cytokines. Subsequently, the expanded NK cells will be reinfused back into the patients.
Figure 3. Overview of the autologous process of isolating, culturing, and treating patients with NK cells therapy.
Healthy cells present peptides derived from their internal proteins on their surface via MHC class I molecules. Upon encountering these molecules, NK cells utilize inhibitory receptors, including KIRs and CD94/NKG2A, to recognize and engage with them. This binding transmits inhibitory signals to the NK cell, thereby preventing it from destroying the healthy cell.
Figure 4. Mechanism of NK cells discrimination against healthy cells.
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Cancer cells frequently exhibit a deficiency in MHC class I molecules on their surface. This reduced expression of MHC class I serves as a trigger for the activation of NK cells, which then proceed to target and eliminate the cancerous cells.
Figure 5. NK cell-induced apoptosis of a cancer cell.
The innovation presented herein describes a streamlined, cost-effective, and fully compliant methodology under cGMP for the production of NK cells with high purity and yield. This method produces cultured NK cells characterized by the expression of CD56+ and CD16+ markers and the absence of CD3, confirming the purity of the cell populations. The methodology employs interleukin-2 (IL-2) exclusively as the cytokine inducer and activator, yielding NK cells that maintain stable cytotoxicity against cancer cells and also a selective thermal induction step which induced the specific growth of NK cell populations, resulting in a NK cell batch with high purity. Our developed protocol eschews the need for prior selective isolation of NK cells from peripheral blood mononuclear cells (PBMCs) using antibodies, isolation kits, or magnetic bead-based purification methods. Furthermore, it avoids the use of antibody stimulants, antibody-coated flasks or plates, and additional cytokine combinations that could significantly increase the production costs of cGMP-grade cytokines. Instead, the protocol utilizes flask-based cultures, which eliminate the necessity for sophisticated bioreactors and antibiotics. Aseptic techniques are strictly followed, supported by sterility testing results that confirm the absence of contamination or toxins.
Proof-of-concept study of NK Cells Culture
Figure 6. Show an image of NK cells cluster formations cultured at magnification of 40X taken on the day of harvest, which conducted by Celestialab.
Figure 7. Shows the intensity of surface markers that indicate the presence of high-pure NK cells during product release.
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Figure 8 (A). Shows the percentage of NK cell subsets of CD56+CD3- with and without temperature-induction. Figure 8 (B). Depicts the yield of cultured cells through a period of 14 days.
The culture of NK cell at the end of batch production can be confirmed through both morphological and cell biology indications. From Figure 6, we can see that cellular clumping’s can be identified when viewed under the microscope. This translates to the presence of NK cells which have the natural ability to form clumping formations. From Figure 7, we have analyzed the surface maker CD56 which is used to identify the existence of NK cell populations while CD3 markers are used as negative indicators that corroborate to the existence of T-cells or non-relevant cells. The results indicate a high intensity of the CD56 marker which exceed more than 90% of the total cell population while the CD3 markers remains less than 1%, hence proving the purity of the NK cells cultured.
Furthermore, our optimizations shown in Figure 8 (A), reveal that our innovative approach of inducing a temperature of 39°C yields high-purity NK cells exceeding 90%, characterized by the phenotype CD56+CD3-. While without the temperature induction, the NK cell purity varies largely and falls below 50%. Figure 8 (B) also illustrated the media scale up of the culture immune cells or NK cells throughout a period of 14 days. The media is scaled up at an interval of 2 days by adjusting the cell density back to 1 million cells/ml facilitating media scale-up and high NK cell yield.
Competitive Analysis Industry Leaders
Incyte Corporation and Fate Therapeutics are notable industry leaders in pharmaceutical and cellular immunotherapy, respectively. While these companies focus on oncology and immune disorders, Alps aims to carve its niche in autologous NK cell therapy, offering a unique approach to disease treatment.
CAR-T Cell
Our subsidiary, Celestialab operates a manufacturing facility in accordance with cGMP standards and intends to equip such facility with the capability to manufacture CAR-T cells at a large scale. Our immediate focus is on advancing our CAR-T pipeline through clinical development stages. Celestialab has concluded the discovery phase of its POC, identifying CD19, CD20, and dual targeting of CD19 and CD22 as key targets for B-cell acute lymphoblastic leukemia and B-cell lymphoma. Celestialab is now preparing to start the optimization phase, which will include creating pDNA templates. Upon completing the optimization phase, Celestialab will initiate the validation phase for the pDNA templates targeting CD19 and CD20. Based on the foregoing developments, , we intend to conduct preclinical trials targeting CD19, CD20 and dual targeting of CD19 and CD22in chronic B cell leukemias.
Celestialab currently manufactures and produces umbilical cord-derived mesenchymal stem cells, NK cells, exosomes and induced pluripotent stem cells. Building on this experience, Celestialab also intends to develop and produce CAR-T cells using lentiviral vectors to introduce the genes encoding the CAR into the patient’s T cells, enabling them to recognize and target specific cancer cells. Although capable of producing CAR-T cells, Celestialab does not yet produce CAR-T cells at a large scale. Celestialab plans to commence full scale CAR-T cells production within 12 to 18 months following the Closing, eventually incorporating fully automated closed-system production technology. The planned timing to commence full-scale CAR-T cell production within 12 to 18 months following the Closing is underpinned by its existing infrastructure and expertise in manufacturing a variety of cell products. Celestialab’s experience in operating a CPC with cGMP facilities, which includes the necessary clean rooms, laboratory equipment, and controlled environment facilities, demonstrates its capability to adapt these resources for CAR-T cell production. Our strategy also involves developing CAR vectors specifically targeting CD and creating bispecific target CAR-T therapies, aiming to establish valuable in-house intellectual property. Additionally, we plan to design a viral-free delivery system for CAR-T cells using electroporation technology. This approach is intended to enhance the safety and efficacy of CAR-T cell therapies while potentially offering a unique solution in the field.
Our Strategy
Our objective is to commercialize CAR-T and related cell therapies for treating hematologic malignancies and solid tumors. Our strategy to achieve this goal is as follows: -
| ● | Advance our CAR-T pipeline into clinical development. Our immediate focus is on advancing our CAR-T pipeline through clinical development stages. Our CAR-T product candidate is currently undergoing POC validation and, subject to NPRA regulatory process for review of applications, we intend to conduct clinical trials targeting CD19 and CD20 within 12 months from the Closing, thereby progressing towards regulatory approval and eventual market entry. |
| ● | Expand our manufacturing capabilities: We currently have a manufacturing facility in Malaysia supplying clinical materials for our upcoming clinical trials. As we prepare for the potential commercialization of our products, we plan to further expand the commercial-scale manufacturing capacities by incorporating fully automated closed-system production technologies at our facility. This expansion is expected to enable rapid scale-up capabilities and ensure a steady supply of our products at a commercial scale, facilitating a smoother transition from clinical trials to market availability. |
Background of Cancer and CAR-T Cell Therapy
Cancer is characterized by the uncontrolled proliferation of abnormal cells. Cancer cells contain mutated proteins and may overexpress other proteins normally found in the body at low levels. The immune system typically recognizes abnormal protein expression and eliminates these cells in a highly efficient process known as immune surveillance. Cancer cells’ ability to evade immune surveillance is a key factor in their growth, spread, and persistence. There has been substantial scientific progress in countering these evasion mechanisms using immunotherapies, or therapies that activate the immune system. Immunotherapies are increasingly recognized as an important part of today’s frontier in the treatment of cancer.
The fundamental elements of the cellular aspect of the adaptive immune response revolve around T cells, named for their typical maturation site in the thymus. T cells play pivotal roles in detecting and eliminating infected or irregular cells, while also orchestrating the activation of other immune cells. These T cells can be categorized into two main subsets: CD4+ T cells and CD8+ T cells, distinguished by the presence of CD4 or CD8 glycoproteins on their cell surfaces. CD4+ T cells, also known as helper T cells, typically play a crucial role in orchestrating the immune response by amplifying the activation, proliferation, movement, and functional capabilities of various immune cell types. On the other hand, CD8+ T cells, referred to as cytotoxic T cells, possess the ability to directly target and eliminate cells identified as infected or irregular, with support from CD4+ T cells. Activation of both T cell types occurs when their T cell receptor interacts with and binds to a particular protein configuration displayed on the surface of another cell.
CAR-T cell therapy is a form of cancer immunotherapy, whereby a patient’s T cells are engineered to express a CAR that recognizes and binds to tumor cell surface antigens, resulting in their activation to target cancer cells for destruction. CAR-T signifies a type of cell therapy, or immunotherapy, harnessing genetically modified T cells sourced from the patient to combat cancer. CAR-T cell therapy has emerged as a revolutionary and potentially curative therapy for patients with certain hematologic cancers.
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There are a number of FDA approved CAR-T cell therapies. This includes (A) Breyanzi (lisocabtagene maraleucel), which has been approved by the FDA for treatment of adult patients with r/r large B-cell lymphoma (LBCL) after two or more lines of systemic therapy; (B) Kymriah (tisagenlecleucel), which has been approved by the FDA for treatment of patients up to 25 years of age with r/r B-cell precursor acute lymphoblastic leukemia (“ALL”) that is refractory or in second or later relapse and adult patients with r/r LBCL after two or more lines of systemic therapy; (C) Tecartus (brexucabtagene autoleucel), which has been approved by the FDA for treatment of adult patients with r/r mantle cell lymphoma and adult patients with r/r ALL; and (D) Yescarta (axicabtagene ciloleucel), which has been approved by the FDA for treatment of adult patients with r/r LBCL after two or more lines of systemic therapy and adult patients with r/r follicular lymphoma after two or more lines of systemic therapy.
Market Analysis of CAR-T
The global CAR-T market is projected to witness a Compound Annual Growth Rate (CAGR) of 30.6%.3 Initially pioneered for the treatment of acute lymphoblastic leukemia (ALL) and B Cell Lymphoma, CAR-T therapy has strategically shifted its focus towards tackling challenging cancer indications, particularly solid tumors. The surge in cancer incidence rates, coupled with robust product pipelines, is anticipated to propel the global CAR-T cell therapy market forward.
Cancer stands as a pervasive cause of mortality worldwide. The majority of cancer cases stem from lifestyle-related factors such as alcohol and tobacco consumption, alongside dietary elements like nitrites and polyaromatic hydrocarbons. According to the World Health Organization (“WHO”), the global cancer burden is increasing, with an estimated 19.3 million new cancer cases and 10 million cancer deaths in 2023.4 The WHO article projects that by 2050, the global cancer burden will continue to increase significantly. The report estimates that new cancer cases could rise to 29.5 million annually, with 16.3 million cancer deaths. This projection underscores the urgent need for enhanced cancer control measures, including prevention, early detection, and access to treatment and palliative care, particularly in low- and middle-income countries. Key market players are heavily invested in research and development endeavors aimed at pioneering novel CAR T-cell therapy products tailored to combat various cancer types. This pursuit of innovation serves as a pivotal driver fueling the growth trajectory of the global CAR-T cell therapy market.
The landscape of CAR-T clinical research predominantly revolves around hematological cancers, accounting for 57% of ongoing investigations. Other targeted areas include the central nervous system (8%), gastrointestinal tract (6%), skin (5%), genitourinary system (4%), breast (4%), gynecologic system (4%), respiratory system (3%), sarcomas (2%), mesothelioma (2%), and miscellaneous cancers (5%).
Despite being in its infancy, CAR-T cell therapy continues to yield promising clinical outcomes. Notably, a systematic literature review by Shah et al. (2020), titled ‘Real-world evidence of tisagenlecleucel for pediatric acute lymphoblastic leukemia and non-Hodgkin lymphoma’, as published in Blood Advances, examined the effectiveness of tisagenlecleucel treatment. The review revealed that over 85% of children achieved complete remission immediately after treatment, and approximately 60% maintained a cancer-free status even 12 months post-treatment.
As research and development efforts intensify and clinical trials progress, the outlook for CAR-T therapy remains promising, offering renewed hope for patients grappling with various forms of cancer worldwide.
3 GlobeNewswire. (October 12, 2022). CAR-T cell Therapy Market Riding on the Wave of Growth and will Grow at a CAGR of 30.6% to 2031: TMR Study. Retrieved from https://www.globenewswire.com/en/news-release/2022/10/12/2533044/0/en/ CAR-T-cell-Therapy-Market-Riding-on-the-Wave-of-Growth-and-will-Grow-at-a-CAGR-of-30-6-to-2031-TMR-Study.html
4 World Health Organization. (February 1, 2024). Global cancer burden growing, amidst mounting need for services. Retrieved from https://www.who.int/news/item/01-02-2024-global-cancer-burden-growing--amidst-mounting-need-for-services
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Key Challenges
The principal challenges stemming from conventional treatments are delineated as follows:
| ● | Relapse and Refractory Cases in Acute Lymphoblastic Leukemia and B Cell Lymphoma Patients. Addressing the recurrence and resistance observed in patients with acute lymphoblastic leukemia and B Cell Lymphoma poses a significant hurdle. Finding effective therapeutic approaches to combat relapse and refractory cases remains paramount in improving patient outcomes. | |
| ● | Limited Responsiveness to Standard Treatments in Acute Lymphoblastic Leukemia Patients. Many patients afflicted with acute lymphoblastic leukemia exhibit a lack of response to conventional or readily available treatments. Overcoming this challenge requires the development of innovative therapies capable of eliciting favorable responses in otherwise unresponsive patients. | |
| ● | Organ Shortage for Transplantation. The scarcity of organ donors presents a persistent obstacle in the realm of transplantation. The difficulty in sourcing organs for transplantation necessitates alternative strategies or technologies to alleviate the burden on patients awaiting organ transplants. |
Our Position in CAR-T Therapy
The biotechnology and pharmaceutical industries are increasingly engaged in T cell engineered therapies and sponsoring clinical trials. The production of CAR-T cells involves the utilization of lentiviruses in a process known as genetic engineering. Lentiviral vectors are commonly employed to introduce protein-encoding cDNAs. In the realm of gene therapy, lentiviral vectors have proven successful in modifying hematopoietic stem cells, leading to restored immune function or the correction of defects in hemoglobin, among other applications. The efficacy of CAR-T cells in treating B cell leukemias and lymphomas has been particularly noteworthy, with this approach heavily relying on lentivirus-mediated gene transfer.
The cell therapy industry in Malaysia is in its early stages, with only hospitals and biopharmaceutical companies currently involved in cellular immunotherapy for cancer treatment. We are inspired by the proven clinical efficacy of existing CAR-T cells in addressing hematological malignancies. In our pursuit, we are actively sourcing lentiviral vectors with potential partners and aiming to manufacture and produce CAR-T cells that are cost-effective and widely accessible. In line with this vision, we are strategically constructing our own pipeline to focus on revolutionizing medicine by re-engaging the body’s immune system to treat cancer through CAR-T therapy that will recognize and kill cancer cells.
We aim to develop a solution utilizing autologous CAR-T therapy to combat B cell leukemias. Our approach harnesses the power of existing CAR technology to stimulate a patient’s own T cells to target cancer cells, empowering them to target and destroy cancer cells with precision and efficacy. Autologous CAR-T therapy represents a personalized treatment strategy tailored to each patient’s unique biological makeup. By utilizing the patient’s own immune cells, we minimize the risk of rejection and maximize the potential for a targeted immune response against cancer.
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As depicted below, our process initiates with the collection of the patient’s white blood cells, followed by the selection and activation of specific T cells. We will then genetically modify these cells to express CARs tailored to tumor-associated antigens. The gene sequences for the CAR construct are integrated into the T cell DNA via a lentiviral vector. These engineered CAR-T cells are subsequently expanded and reintroduced into the patient, where they target and destroy cancer cells while preserving healthy tissues.
Figure 9. Diagrammatic representation of the CAR-T Cell Therapy Workflow.
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Our solution not only leverages the proven effectiveness of CAR technology but also addresses key challenges associated with traditional cancer treatments, such as systemic toxicity and tumor heterogeneity. By precisely targeting cancer cells while minimizing damage to healthy tissues, autologous CAR-T therapy offers an avenue for improving patient outcomes and advancing the field of oncology.
To advance our product pipeline, we aim to develop three (3) CAR-T therapies targeting B-cell acute lymphoblastic leukemia (B-ALL) and B-cell lymphoma. Our CAR-T therapy clinical trial designs will target: (1) CD19, (2) CD20, and (3) dual targeting of CD19 and CD22, which Celestialab is in the POC stage. CAR-T therapy has demonstrated significant efficacy in targeting specific antigens on the surface of cancer cells, particularly in haematological malignancies5. CAR-T therapy targeting CD19 involves engineering T-cells to express receptors that specifically bind to the CD19 antigen, which is prevalent on the surface of B-cells. This approach has replicated in Malaysia6 and has shown high effectiveness in treating conditions such as ALL7 leading to substantial remission rates and prolonged responses in many patients.
Similarly, CAR-T therapy targeting CD20 operates on a comparable mechanism but focuses on the CD20 antigen. This therapy is beneficial for patients with CD19-B-cell malignancies or those who relapse after CD19 CAR-T therapy. Clinical trials conducted have shown positive results for CD20-targeted CAR-T therapy, providing alternative or complementary treatment option to CD19-targeted approaches.
To address CD19 antigen loss in haematological malignancies, we also aim to explore dual targeting of CD19 and CD22. Dual CAR-T therapies have shown promising efficacy in relapsed or refractory B-ALL, both alone and in combination with CD19 CAR-T cell therapies. Celestialab has initiated the POC stage for an autologous dual CAR T-cell targeting both CD19 and CD22 antigens, to overcome current mechanisms of resistance to CAR T-cell therapy in B-ALL, while providing a potential alternative to CD19 directed therapy.
Celestialab operates a Cell Processing Centre (CPC) with cGMP facility, and is our intention for this CPC to be well positioned to excel in the production of CAR-T cells.
Our Strength
| ● | cGMP-compliant Facility: Celestialab is the only facility within Alps that operates with cGMP certification. Celestialab adheres to strict cGMP guidelines to ensure the quality and safety. Equipped with industry-standard equipment and technology, Celestialab has the capability to produce CAR-T cell products efficiently and in compliance with regulatory requirements. |
| ● | Expert Scientific Support: Celestialab has assembled a team of experienced scientists and technicians that can provide expert scientific support throughout the manufacturing process. This pipeline is led by Dr Heilly Chong @ Azlinda Abd Halik, Ph.D. in Biochemistry/Biotechnology from University of Malaya, our Deputy Chief Scientific Officer. Dr Heilly has over 15 years of biotechnology research experience, including but not limited to, biologics (monoclonal antibody) drug development, antibody/protein engineering, assay/diagnostic development, molecular biology (high expression systems in mammalian cells), cell culture technology, cell characterization and banking, bioprocessing/biomanufacturing (upstream and downstream processes), and current good tissue practices manufacturing (CAR-T). |
| ● | Cost Effectiveness: Celestialab intends to position itself to offer CAR-T cells at a significantly lower cost in Malaysia compared to other countries. This cost advantage is a result of several factors, including efficient manufacturing processes, optimized supply chain management, and favorable regulatory environments. By providing affordable CAR-T cell production, Celestialab aims to improve accessibility and affordability for patients in Malaysia, ensuring that innovative therapies are accessible to those who need them most. |
COVID-19 Vaccine (mRNA)
Through our subsidiary, MyGenome, we are currently focused on developing three mRNA constructs for the COVID-19 vaccine. Accredited by the MS ISO 15189:2022, MyGenome operates as a molecular laboratory facility providing technical infrastructure for COVID-19 vaccine research. MyGenome has developed a total of eleven (11) mRNA constructs. Out of the eleven mRNA constructs, three (3) mRNA constructs have concluded the POC phase and the remaining eight (8) mRNA constructs are currently still undergoing the POC phase. The POC includes in vitro proof of concept and validation of plasmid DNA templates, followed by the optimization of the in vitro transcription process and mRNA formulation. This groundwork facilitates a transition to in vivo studies to confirm immunogenicity and efficacy. After completing in vitro validation and formulation stage, MyGenome will begin in vivo POC testing for pDNA constructs, which is projected to conclude by the end of 2025. Following this, the focus will shift to conducting a safety study under GLP guidelines, targeted to begin in early 2026. Once the safety study is completed, MyGenome will compile and submit a dossier to the NPRA seeking approval to initiate clinical trials. Based on the foregoing and subject to regulatory approval, MyGenome intends to carry out a series of clinical trials scheduled between 2026 and 2028, with target of eventual product registration by the end of 2029. MyGenome does not have the capacity to manufacture mRNA vaccines as of the date of this proxy statement/ prospectus.
Leveraging mRNA Technology for Global Health Security
MyGenome, in response to the need for rapid and extensive COVID-19 vaccination to mitigate the economic impact forecasted by the Economist Intelligence Unit8, is capitalizing on mRNA’s transformative potential in therapeutics to advance its vaccine development initiative. One of the proposed mRNA constructs, ME1.1, embodies a novel multi-epitope design, leveraging the versatility of mRNA technology to encode immunogenic viral peptides that has been previously studied by multiple research institutions including but not limited to Saudi Arabia and India in terms of their antigenicity, allergenicity and toxicity thus may provide protection against SARS-CoV-2 variants.
5 Ng BD, Rajagopalan A, Kousa AI, Fischman JS et al. IL-18-secreting multi-antigen targeting CAR T-cells eliminate antigen-low myeloma in an immunocompetent mouse model. Blood 2024 Apr 5. PMID: 38579288
6 Tan, S. M., Ong, T. C., Syed Abd Kadir, S. S., Jameela, S., Goh, A. S., Teo, C. S., Lim, S. M., Boo, Y. L., Wong, L. L. L., Wilfred, G., Chew, L. P., Yong, K. Y., Leong, T. S., Teh, A., Noor Hisham, A., & Lim, T. O. (2018). Real World Experience in Using CD19 CAR-T Therapy for Patients with Relapsed or Refractory B-cell Acute Lymphoblastic Leukemia (B-ALL) in Malaysia. International Academy for Clinical Hematology (IACH).
7 Dai Chihara, Laura Liao, Joseph Tkacz, Anjali Franco, Benjamin Lewing, Karl M. Kilgore, Loretta J. Nastoupil, Lei Chen; Real-world experience of CAR T-cell therapy in older patients with relapsed/refractory diffuse large B-cell lymphoma. Blood 2023; 142 (12): 1047–1055. doi: https://doi.org/10.1182/blood.2023020197.
8 Please refer to https://www.eiu.com/n/delayed-vaccination-timelines-will-cost-the-global-economy-us2-3trn/
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Our scientific team is deploying a phased approach to vaccine development. We are now at the initial phase where it encompasses in vitro proof of concept and validation of plasmid DNA templates, followed by the optimization of the in vitro transcription process and mRNA formulation. This groundwork facilitates a seamless transition to in vivo studies to confirm immunogenicity and efficacy.
Over the past ten years, mRNA has emerged as a revolutionary medical modality with significant potential for addressing a broad spectrum of diseases that currently lack effective treatments. mRNA molecules are composed of a sequence of nucleotides, which serve as fundamental units that dictate the genetic instructions delivered to cells. These instructions direct the production of proteins that exert therapeutic actions within the body.
mRNA is generated with four main building blocks (Refer to Figure 10 below), but with unique Open Reading Frame (ORF) or Gene of Interest (GOI). This structure enables mRNA to encode a variety of different proteins. This structure enables the rapid development of mRNA-based therapeutics that are potentially applicable for treatment of many diseases, including cancer, infectious diseases and rare disease. Our mRNA pipeline plan intends to address these potential therapeutic areas.
Figure 10. Building blocks of a typical mRNA construct.
mRNA Drug Mechanisms: From Synthesis to Cellular Action
As a drug, manufactured mRNA provides instructions to a target cell to produce a desired therapeutic protein. The mRNA drug will temporarily change the status of the target cell where these instructions are translated into proteins. Based on the information encoded by the mRNA, the proteins will be either secreted or remain intracellular. The mRNA drug will eventually be degraded and eliminated from the body.
Our mRNA drugs are synthesized from a plasmid DNA template. With the exception of the 5’ cap, the template determines all structural elements of the mRNA. The mRNA molecule comprises (Refer to Figure 11):
| ● | an open reading frame, or ORF, which encodes for the protein of interest; | |
| ● | untranslated regions, or UTRs, which flank the ORF (5’ UTR and 3’-UTR); and | |
| ● | the cap and the poly(A) tail, which are the two terminal structures of the linear mRNA, and are responsible for increased stability and translational efficiency of mRNA. |
The mRNA drug needs to be appropriately formulated in order to protect it from breakdown by extracellular ribonucleases (RNases). The formulation is selected based on the intended application and route of delivery. After uptake into the target cell, the mRNA molecules are loaded into ribosomes, where translation into protein takes place. Subsequently, the mRNA is degraded by cellular mechanisms. In case of an immunotherapy application, the protein is degraded into immunogenic epitopes. These are loaded onto specialized molecules, namely MHC class I or MHC class II. These molecules present the epitopes to immune cells to provoke the desired immune response. In the case of other mRNA applications, the mRNA encodes proteins that are secreted from the cells, such as antibodies, and function extracellularly.
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Figure 11. The MHC Class I Antigen Processing and Presentation Pathway
General principles of mRNA pharmacology involve several steps. First, mRNA is either delivered in a buffered solution as naked molecules or formulated as nano-particles to protect degradation by extracellular enzymes and is taken up by cells. Subsequently, mRNA is released from endosomes into the cytoplasm. The mRNA is then translated by the protein synthesis machinery of host cells. Translation termination with the translation by degradation of mRNA, and the translated protein product acts in the cell in which it has been generated. Alternatively, the protein product is secreted and may act via autocrine, paracrine or systemic, body-wide mechanisms. For vaccine activity, mRNA encoded antigens are degraded into shorter fragments and loaded onto MHC class I and class II molecules. Protein-derived epitopes can then be presented on the cell surface by both MHC class I and MHC class II molecules, enabling stimulation of CD8+ and CD4+ T cells.
The performance of mRNA is significantly influenced by its structural elements, including potential immunogenicity, translation efficacy, and molecule stability. MyGenome specializes in designing, synthesizing, and formulating therapeutic mRNA, leveraging its niche expertise. Our aim is to customize the composition of mRNA to meet the specific requirements of each application.
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mRNA Backbone Concepts and Technologies
All mRNAs’ constructs contain basic structural elements, including the 5’ cap, the untranslated regions and the poly(A) tail, along with a coding sequence, all of which are encoded by the DNA template.
Figure 12. Schematic Representation of mRNA Vaccine Constructs for COVID-19 Variants
| ● | 5’ cap: For in vitro study, ARCA cap is added to the 5’ end of the mRNA during in vitro transcription (IVT). | |
| ● | Untranslated Regions (UTRs): The composition and structure of the 5’ and 3’ untranslated regions of the mRNA molecule are important determinants of the intracellular stability of mRNA. The 5’-and 3’-UTRs were based on generic sequences with slight modifications. | |
| ● | Poly(A) Tail: The length of the poly(A) tail is synthesized to range between 109 to 115 nucleotides, aiding in the stability and translation of the mRNA. |
Alps in Strategizing Multiepitope mRNA Vaccine Development for Enhanced Immunogenicity and Broad-Spectrum Efficacy
Our mRNA vaccine candidates are encapsulated in lipid nanoparticles for optimal delivery. Each mRNA sequence features an open reading frame that encodes antigenic proteins or peptides. These sequences are flanked by UTRs to enhance translational efficiency and capped to stabilize the molecule and modulate the immune response. The poly(A) tail is designed to an optimum length to provide stability.
The ME1.1 construct, containing epitopes from the SARS-CoV-2 spike (S), nucleocapsid (N), membrane (M) proteins, and ORF1a region, is designed to provide tailored immune defense against current and emergent viral strains. The vaccine aims to elicits a potent immune response, characterized by CD8+ and CD4+ T cell activation, ensuring comprehensive protection. The multiepitope selection were based on immunoinformatic analyses by researchers in the same fields.
The primary goal of this multiepitope mRNA vaccine strategy is to develop a highly effective and versatile vaccine that targets multiple epitopes from a pathogen. This approach triggers a robust immune response and offers broad protection against various strains and variants of the pathogen. This approach aims to enhance the efficacy, potency, and durability of the vaccine, ultimately leading to better protection against infectious diseases. Alps’ research team aims to enhance on an inclusive approach that encompasses the virus’s S (Spike), N (Nucleocapsid), M (Membrane), and ORF1a proteins (Refer to Figure 12). The potential final vaccine construct is likely to integrate LBL, CTL, and HTL epitopes linked by specific sequences (AAY, and GPGPG), encapsulating the strategic integration of S, N, M, and ORF1a proteins.
The end goal of multiepitope mRNA vaccine design is to create a highly effective and versatile vaccine that can provide broad protection against various strains and variants of the pathogen. This approach aims to enhance the efficacy, potency, and durability of the vaccine, ultimately leading to better protection against future SARS-CoV-2 virus strains.
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MyGenome is developing a platform technology for mRNA vaccines, currently featuring 11 mRNA constructs aimed at combating COVID-19 vaccine The research indicates that three (3) mRNA constructs have completed the POC stage while the remaining eight (8) mRNA constructs are still in the POC stage. The R&D journey follows a structured development plan that includes the construction and verification of plasmid DNA templates, lab-scale optimization of the in vitro transcription process, both in vitro and in vivo POC studies, and subsequently nonclinical safety studies. The strategy focuses enhancing the immunogenicity, efficacy, and safety of the mRNA vaccines prior to moving into clinical trials and seeking regulatory approval.
Figure 13. Our mRNA Vaccine Development Road Map.
Figure 14. Images representing the plasmid DNA templates for the three (3) mRNA constructs. (Top to bottom: ME1.1; MV3.2 and MV5a)
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Addressing
Technical Hurdles in the Advancement of COVID-19 mRNA Vaccine Development
In advancing the COVID-19 mRNA vaccine initiative, we encounter several technical challenges that are critical to the development process. A primary challenge is the meticulous verification of the constructs’ sequences following each laboratory procedure. The current infrastructure, lacking in specific advanced instruments, hampers the ability to conduct in-depth analyses internally. Consequently, this necessitates reliance on external third-party laboratories for comprehensive sequence analysis. We intend to establish partnerships with leading third-party laboratories, which will not only provide access to specialized equipment and expertise but also facilitate knowledge transfer, empowering the team with advanced analytical technique.
Moreover, the production of mRNA in milligram quantities, essential for conducting future in vivo studies, presents another significant obstacle. Given our existing laboratory limitations, including the absence of appropriate equipment, we are compelled to outsource the production of mRNA. This not only impacts our operational timelines but also underscores the necessity for strategic partnerships and investment in laboratory capabilities to support the large-scale production of mRNA. These steps are vital to overcoming the technical barriers currently faced and propelling our COVID-19 mRNA vaccine development towards the next phases of in vivo testing and clinical evaluation. Acknowledging the challenges in producing milligram quantities of mRNA with our current laboratory setup, we will identify and collaborate with CMO that specialize in mRNA production. This strategy ensures the availability of the required mRNA quantities for in vivo studies while maintaining the highest standards of quality and efficiency.
Strategic Alliance for National Vaccine Development and mRNA Therapeutics Expansion
As part of Malaysia’s National Vaccine Development Roadmap, we have submitted our application to the Malaysian Ministry of Science, Technology and Innovation to be a part of the vaccine development and self-sufficiency efforts within the country. Under this arrangement, we intend to conduct clinical trials, leveraging our subsidiary, MyGenome’s clinical development, regulatory, and commercial capabilities in the country. Upon regulatory approval, we will commercialize the vaccine in Malaysia, while also target to retain the full rights to develop and commercialize the vaccine in countries outside of Malaysia.
On March 19, 2024, Alps has entered into a memorandum of understanding (“MOU”) with JLand Group Sdn. Bhd. (“Jland”). Jland is a subsidiary of Johor Corporation as established under the Johor Corporation Enactment (No. 4, 1986) (as amended by Enactment No. 5, 1995), and control by the Johor State Government as a development agency and public enterprise with diverse operations in healthcare, plantations, property and food and beverages sectors across Malaysia, Singapore, Indonesia, Brunei, Cambodia and Bangladesh. This MOU outlines the parties non-binding joint commitment to develop and establish a biotechnology hub (“BioValley”). BioValley will serve a comprehensive center for biotech solutions, integrating biotechnology, pharmaceuticals, and medicine within a single facility. The aim is to create a global benchmark for biotech hubs in Malaysia. Alps aims to develop crucial infrastructure within BioValley, including a vaccine manufacturing plant, to support the advancement of our mRNA modality. Alps and Jland intend to assess the feasibility and perform due diligence on the envisioned establishment of the BioValley at Ibrahim Technopolis, Sedenak, Johor (“Collaboration Area”). Strategically located in southern Malaysia bordering Singapore, the Collaboration Area offers direct access to broader regional markets. Through the Biovalley, Alps intends to develop and implement several initiatives targets: -
| - | offering contract research organization services; | |
| - | providing clinical research associate services; | |
| - | establishing contract development and manufacturing organization services; | |
| - | hosting training programs for medical professionals and technical personnel; | |
| - | developing strategies to attract international medical and wellness clients; and | |
| - | implementing business incubation services for biotechnology startups and related enterprises. |
As part of Malaysia’s National Vaccine Development Roadmap, we are engaged in ongoing non-binding discussions with the Government of Malaysia to forge a strategic alliance, aimed at intensifying and developing COVID-19 vaccine development and self-sufficiency efforts within the country. Under this arrangement, we will conduct clinical trials, leveraging our subsidiary, MyGenome’s clinical development, regulatory, and commercial capabilities in the country. Upon regulatory approval, we will commercialize the vaccine in Malaysia, while also target to retain the full rights to develop and commercialize the vaccine in countries outside of Malaysia.
Leveraging from our experience in our subsidiary-owned biotechnology laboratory which has the capability to handle genetic sequencing/ screening and mRNA profiling/ sequencing, we also intend to leverage this to develop our mRNA platform for developing cancer vaccines by targeting tumor-specific antigens to stimulate an immune response. For gene therapy, the focus is on introducing mRNA sequences that encode therapeutic proteins to correct genetic disorders. In cell therapy, mRNA will be used to engineer cells ex vivo, enhancing their therapeutic potential when reintroduced into the patient. This strategy leverages the versatility of mRNA for precision medicine across multiple therapeutic areas.
We intend to validate our vaccine candidates through comprehensive in vitro and in vivo proof-of-concept studies, underpinned by a thorough nonclinical safety evaluation. This preparatory work is a precursor to our future plans to establish a cGMP-compliant manufacturing facility on a commercial scale to significantly elevate our production capabilities.
We intend to carry out a series of clinical trials scheduled between 2026 and 2028, with target of eventual product registration by the end of 2029. This will segue into an era of diligent post-market surveillance commencing in 2030. Through this timeline, we are dedicated not only to addressing current public health challenges but also to influencing the future direction of vaccine development and mRNA-based treatments.
Cholera Vaccine
Alps Global Holding Berhad has collaborated with researchers from USM to jointly develop an oral vaccine aimed at active immunization against cholera. This collaboration has led to the establishment of Vax Biotech Sdn. Bhd. (“VaxBio”), an affiliate company of Alps in which Alps holds a 30% shareholding.
In this collaboration, Alps Global Holding Berhad assumes the roles of securing funds, facilitating all future clinical phase studies, and undertaking the eventual commercialization of this vaccine. USM contributes the requisite talents, grants the right to use its intellectual property, and provide its facilities at IPHARM. Both parties are jointly involved in the research and development works for this cholera vaccine pipeline.
The cholera vaccine development journey started in the year 2000 at USM, under the leadership of Professor Manickam RAVICHANDRAN, our Chief Scientific Officer. The initial phase involved the isolation of the hemA gene from Vibrio cholerae (“V. Cholerae”), followed by development of a gene mutant vaccine candidate VCUSM2 against V. cholerae O139 in 2006. In 2010, VCUSM2 reactogenicity was reduced by replacing its two wild-type ctxA gene copies with mutated ctxA to produce strain VCUSM14. Introducing the hemA gene into VCUSM14 created VCUSM14P, a strain with the 5-aminolaevulinic acid (ALA) prototrophic trait and excellent colonisation and immunological properties (100% protection to wild-type challenged rabbits). The strain was further refined with completion of single- and repeated-dose toxicity evaluations in year 2019 in Sprague Dawley (SD) rats, followed by development of a novel cold-chain-free VCUSM14P formulation in year 2020. VCUSM14P is unique for its intact cholera toxin B, a known mucosal adjuvant.
As of the date of this proxy statement/prospectus, the development of the cholera vaccine has reached the conclusion of the proof-of-concept phase. VaxBio’s immediate focus is on the Good Laboratory Practice (“GLP”) animal toxicity study at IPHARM, which is a prerequisite for entering clinical development phases. This study is being conducted at IPHARM within USM’s facility, adhering to strict international regulatory standards. This transition aligns with international best practices and signifies a significant milestone in the vaccine’s development process. After completing the preclinical acute toxicity study, VaxBio plans to submit a dossier to the NPRA to seek approval for starting clinical trials.
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Cholera Disease Profile and Vaccine Development Initiatives
Cholera, a global public health challenge, is an acute intestinal infection caused by the bacterium V. cholerae. It manifests predominantly as a diarrheal disease and affects an estimated 3 to 5 million individuals annually, resulting in over 100,000 fatalities worldwide. While a substantial proportion of infections may present as mild or asymptomatic, a notable minority, about 10%, progress to severe disease. This severe presentation is typified by copious watery diarrhea, emesis, and muscle cramps, precipitating rapid dehydration, shock, and, in the absence of medical intervention, potentially fatal outcomes within mere hours.
In response to this enduring health threat, the scientific community has commenced the development of a suite of vaccine formulations aimed at the prevention of cholera. These vaccines employ either inactivated or live attenuated strains of V. cholerae as their foundational mechanism of action. Specifically, these vaccine candidates, inclusive of both whole-killed and live attenuated variants, have demonstrated efficacy against the O139 serogroup of V. cholerae. They have been observed to induce robust antibody production and engender protective immune responses, highlighting their potential in the prophylactic landscape against cholera.
Despite these advances, the deployment of current cholera vaccines is not without its obstacles. Chief among these is the necessity for a reliable cold chain to preserve vaccine potency, an attribute that necessitates repeated dosing schedules. These logistical demands inherently elevate the costs associated with vaccination campaigns and may result in a shorter duration of immunity. The business is actively engaged in addressing these challenges, seeking to enhance vaccine accessibility and durability of immune protection, thereby reducing both the economic burden and health risk posed by cholera on a global scale.
This project not only aims to advance public health but also demonstrates its dedication to contributing scientifically sound and economically viable solutions to the global market.
Development of Oral Cholera Vaccine for Global Immunization Programs
This vaccine is particularly intended for adults and children aged two years and above who are traveling to, or residing in, areas where cholera is endemic or where outbreaks are active. The decision to administer the jointly developed cholera vaccine should align with official health recommendations, taking into consideration the varying epidemiological profiles and the inherent risks associated with different regions and travel circumstances.
Vaxbio expects to formulate a consumer friendly oral cholera vaccine that offers protection against cholera-induced diarrhea, as well as diarrhea caused by Enterotoxigenic Escherichia coli (ETEC), which is often a concern in the same regions affected by cholera. The cholera vaccine is intended to be conveniently administered by dissolving it in drinking water, facilitating ease of delivery and compliance.
VaxBio’s development objectives for the cholera vaccine were methodically outlined with a focus on several key characteristics:
| ● | Single Dose: The utilization of a live attenuated strain, negating the need for multiple doses. | |
| ● | Build-in Adjuvant: Ensuring robust colonization to closely replicate the natural infection pathway. | |
| ● | Cold Chain Free: Eliminating the requirement for cold-chain storage to alleviate logistical challenges in distribution. | |
| ● | Long Term Protection: Achieving high levels of protection, which is imperative for any vaccine. | |
| ● | Very Low Side Effects: Maintaining a low reactogenicity profile to ensure patient safety and comfort. |
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VaxBio anticipates providing a vaccine that is not only effective and protective but also aligns with the practical demands of global immunization initiatives, particularly in regions with limited healthcare infrastructure.
Figure 15. VaxBio’s target to achieve all the key attributes of the innovative oral cholera vaccine.
Our Local Researchers and Collaborator Institutions
The development of this cholera vaccine has been supported by the Ministry of Science, Technology, and Innovation in Malaysia (MOSTI) and the Ministry of Higher Education through grants such as the Intensification of Research Priority Grant, Fundamental Research Grant Scheme and the Prototype Research Grant Scheme, provided to USM.
Strategic Intellectual Property Developments in Cholera Vaccine Research
There are two (2) key patents crucial for future research, development and commercialization of this cholera vaccine. The first patent, titled “Fusion Protein and Chimeric Protein as Mucosal Delivery System Method of Producing Same, and Biological Derivatives Thereof”, is owned by USM (“First Cholera Patent”). The First Cholera Patent focuses on a fusion protein and a chimeric protein used in mucosal delivery for the prohylaxis or treatment of a targeted disease, including V. cholerae. This patented formulation plays a pivotal role in cholera vaccine development by enabling mucosal delivery through fusion and chimeric proteins, which enhances targeted immunity at the primary infection site, improving the stability and potency of the vaccine. This approach improves the stability and potency of the vaccine, resulting in a more effective immune response against V. cholerae.
On September 12, 2023, VaxBio and USM has entered into a Licensing and Commercialization Agreement (“USM-VaxBio Agreement”), where USM granted a license to VaxBio to utilize the First Cholera Patent for purposes of research, development, manufacturing, selling and otherwise dealing with products made in accordance with the First Cholera Patent. The USM-VaxBio Agreement is effective from September 12, 2023 and it will remain in full force for a period of five (5) years from the effective date and may be renewed for another five (5) years.
The second patent, titled “Monovalent Vaccine Formulation and a Method for Preparation Thereof”, is owned by AIMST University (“Second Cholera Patent”). The Second Cholera Patent encompasses innovative approaches to vaccine development, specifically targeting the 0139 serogroup of V. cholerae. As at the date of this proxy statement/prospectus, VaxBio is pursuing a patent license from AIMST University for the Second Cholera Patent. VaxBio believes that the Second Cholera Patent will facilitate the formulation of a vaccine which has independence from cold-chain logistics, addressing a critical barrier in vaccine distribution but also ensuring the vaccine’s longevity, making it particularly suitable for deployment in regions where cholera poses a significant public health threat.
VaxBio plans to leverage this strategic collaboration and future licensing agreements to support broader cholera prevention efforts, particularly focusing on improving accessibility and effectiveness of cholera vaccines in regions most affected by the disease.
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Navigating Challenges in Clinical Development for Cholera Vaccine
As VaxBio advances its cholera vaccine through the preclinical stages, it faces several challenges that necessitate strategic responses and collaboration. VaxBio’s current focus is on conducting rigorous pre-clinical assessments and preparing for the vaccine’s clinical trials, steps that are vital for ensuring its safety, efficacy, and compliance with international regulatory standards.
VaxBio’s immediate efforts are centered around the GLP animal toxicity study, a prerequisite for entering clinical development phases. This study is currently undertaken at IPHARM within USM’s facility, which adheres to stringent international regulatory guidelines. Simultaneously, the transition to GMP production represents a significant milestone, necessitating the establishment of facilities equipped for bacterial fermentation for human vaccines, in alignment with global best practices.
The path to clinical trials unveils several logistical and regulatory hurdles. Currently, the requisite GMP production and all three phases of clinical development is more feasible outside Malaysia, due to the lack of significant cholera cases in Malaysia and the absence of local facilities tailored for bacterial fermentation for human use. Additionally, the execution of Phase 1 clinical trials is impeded by readiness constraints, while the feasibility of conducting Phase 2 and 3 trials domestically is limited by the lower incidence of cholera in Malaysia as compared to other endemic regions. Given the collaborative nature of this cholera vaccine involving multiple parties in its development and research, the timing of subsequent clinical trials may not be solely within Alps’ control and is subject to the coordination efforts of USM and the approval process of governmental authorities.
Figure 16. Overview of Vaccine Development Stages Prior to Clinical Efficacy Trials
VaxBio’s Strategic Market Entry
The current global health landscape presents an urgent demand for effective cholera vaccines amid escalating outbreaks and a pronounced vaccine shortage. With over 40,900 cases and 775 fatalities reported in the early months of 2024 alone, the need for a reliable vaccine supply is critical. This crisis is further exacerbated by the monopolization of vaccine production by a single manufacturer, highlighting the fragility of the existing supply chain.
Recognizing this dire need, VaxBio’s perceive a strategic market entry opportunity for our cholera vaccine. It intends to provide a cold-chain-free, single-dose solution not only positions it to address the immediate supply shortages but also to establish a sustainable presence in the global immunization landscape. By offering a cost-effective, easily distributable vaccine alternative, VaxBio aims to complement and reinforce the existing Water, Sanitation, and Hygiene (WASH) initiatives endorsed by the World Health Organization (WHO), thereby contributing to a holistic approach to cholera control and prevention.
As VaxBio progress towards clinical validation in accredited GLP facilities, its focus remains on ensuring the vaccine’s safety, efficacy, and regulatory compliance. VaxBio’s strategic direction is guided by a commitment to enhancing public health through innovative vaccine solutions, with the ultimate goal of mitigating the global burden of cholera and supporting the expansion of global immunization programs.
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MYCELEST
Celestialab also engages in research and development for MYCELEST, a cell-based therapy specifically designed to target the underlying mechanisms of both type 1 and type 2 of diabetes mellitus. As the date of this proxy statement/prospectus, Celestialab is completing the pre-clinical studies phase, which includes initiating a randomized controlled trial to assess the safety, efficacy, and tolerability of intraperitoneal allogenic mesenchymal stem cell therapy in new-onset type 1 and type 2 diabetes mellitus. Celestialab and is currently preparing the preclinical data for submission of the dossier application to NPRA.
Once Celestialab obtains the necessary approvals from NPRA, Celestialab will initiate and conduct clinical trial on patients diagnosed with type 1 and type 2 diabetes for a future multicentre, randomized, double-blind, placebo-controlled study. Participants will further be stratified based on diabetes type and then randomized into six arms: T101 (standard treatment and low dose MyCelest), T102 (standard treatment and medium dose MyCelest), T201 (standard treatment and low dose MyCelest), T202 (standard treatment and medium dose MyCelest), PCB1 (Placebo/ Type 1), PCB2 (Placebo/Type 2).
Background of Diabetes
Diabetes mellitus (“DM”) is associated with enhanced reactive oxygen species (ROS) production. Type 1 diabetes (“T1DM”) is an autoimmune disease in which a person’s pancreas stops producing insulin, a hormone that enables glucose to enter cells and thereby allows people to get energy from food. It occurs when the body’s immune system attacks and destroys the insulin-producing cells in the islets of the pancreas, called beta cells. Type 2 diabetes mellitus (“T2DM”) is characterized by a combination of insulin resistance and pancreatic β-cell dysfunction due to metabolic exhaustion. Sustained hyperglycaemia may result in multi-system chronic complications, including micro- and macrovascular complications, which are associated with high morbidity and mortality. The prevalence of diabetes for all age-groups worldwide was estimated to be 4.4% in 2030, the total number of people with diabetes is projected to rise to 366 million in 2030.9
T1DM patients’ survival depends on daily doses of exogenous insulin (EI) to balance their blood glucose levels. Although this is the standard treatment, it does not provide an adequate physiological response and cannot prevent the progressive degeneration of islet β-cells; consequently, these patients might experience hypoglycemic episodes. Current therapies for T1DM have significant limitations. Insulin injections are the first-line treatment with different challenges:
| ● | long-term dependency, | |
| ● | difficulty with EI level management, and | |
| ● | potential insulin resistance with long-term usage. |
Pancreas transplantation as the second-line treatment has faced multiple obstacles such as donor shortages, the possibility of transplant rejection, usage of immunosuppressive drugs, and high risks with an organ transplantation surgery. Thus, improved diabetes treatment methods that can address these limitations will be applicable in diabetes research and future management.
T2DM is a chronic metabolic disorder characterized by elevated blood glucose levels resulting from insulin resistance and inadequate insulin production by the pancreas. This condition has become a significant global health concern, with its prevalence on the rise due to factors like sedentary lifestyles, unhealthy diets, obesity, aging populations, and genetic predisposition. T2DM poses substantial health risks, including cardiovascular disease, kidney failure, blindness, and neuropathy, making its effective management crucial.
9 Wild, S., Roglic, G., Green, A., Sicree, R., & King, H. (2004). Global prevalence of diabetes: estimates for the year 2000 and projections for 2030. Diabetes Care, 27(5), 1047-1053. https://doi.org/10.2337/diacare.27.5.1047
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The historical approach to managing T2DM initially focused on dietary modifications and lifestyle changes. The introduction of insulin in the 1920s was a groundbreaking advancement, particularly for T1DM. However, its application in T2DM was limited due to a primary emphasis on symptom management rather than addressing the underlying insulin resistance. Over time, a range of oral antidiabetic medications was developed to target various aspects of glucose metabolism. These included biguanides like Metformin, which improve insulin sensitivity and reduce hepatic glucose production; sulfonylureas like Glipizide and Glyburide, which stimulate insulin secretion; and thiazolidinediones like Pioglitazone and Rosiglitazone, which enhance insulin sensitivity through PPAR activation. Other classes such as alpha-glucosidase inhibitors, DPP-4 inhibitors, and SGLT2 inhibitors also emerged, providing diverse options for glycemic control.
Despite the advancements in T2DM treatment, managing the disease remained challenging due to several reasons. First, the progressive nature of T2DM meant that over time, many patients required multiple medications or insulin therapy to maintain adequate glycemic control. Second, these older antidiabetic medications often came with significant side effects, including hypoglycemia, weight gain, gastrointestinal issues, and potential cardiovascular risks, limiting their long-term utility. Additionally, adherence to complex medication regimens, high treatment costs, and the lack of individualized treatment approaches further complicated T2DM management. Lastly, the predecessor treatments often fell short in addressing the underlying lifestyle factors contributing to T2DM, necessitating additional lifestyle modifications to achieve optimal outcomes. Despite these challenges, these early treatments laid the foundation for our understanding of T2DM and paved the way for the development of newer, more effective therapies.
Cell-based therapy offers promising approaches for both T1DM and T2DM by targeting the underlying mechanisms of the diseases. For T1DM, strategies like islet transplantation, cell regeneration, and immune system modulation using regulatory T cells aim to restore insulin production and prevent immune-mediated destruction of beta cells. In T2DM, the focus is on improving insulin sensitivity and secretion, as well as promoting beta-cell regeneration. Mesenchymal stem cells (“MSCs”) are being explored for their potential in enhancing insulin sensitivity and reducing inflammation in T2DM, while encapsulated islet cell transplantation and immune-modulating therapies are also under investigation. Despite the promising advancements, further research is needed to optimize these cell-based therapies, address challenges like immune rejection and long-term efficacy, and ensure their safe and effective integration into diabetes management strategies.
Mesenchymal Stem Cell in Reversing Insulin Resistance and Promotes Pancreatic β cell proliferation
To date, MSCs are one of the most studied cell population in clinical trials. The therapeutic capacity of MSCs is based on their ease of isolation, ability to differentiate into multiple cell types, low immunogenicity, abundant source, minimal ethical concerns, and, most notably, their release of biological factors that can alleviate impaired tissues. The findings of a preclinical study showed that MSCs could be effective as a distant immunomodulator in addition to their homing to injured sites.
MSCs have a mesodermal origin and are defined as multipotent cells that can adhere to plastic; self-renew; express specific surface antigen markers (CD73, CD90, CD105); lack hematopoietic antigen expressions (CD45, CD34, CD14 or CD11b, CD79α or CD19, HLA-DR (Human Leukocyte Antigen—DR isotype)); and can differentiate into osteoblasts, adipocytes, and chondroblasts. MSCs are derived from many sources such as the bone marrow, umbilical cord, umbilical cord blood, adipose tissue, and dental pulp.
Our Solution with Wharton’s jelly-derived mesenchymal stem cells
Wharton’s Jelly of the umbilical cord, previously deemed a medical waste of newborn deliveries, is becoming a preferred source of MSCs. Since the discovery of WJ-MSC by Friedenstein, repurposing the cord for tissue engineering and regenerative medicine has become a unique research interest. The Malaysia National Healthcare Establishments and Workforce Survey reported a total of 423,124 live births within Malaysia in 2023.10 This supersedes the concern for the scarcity of MSCs and long intervals between available tissue samples, which are a present challenge for bone marrow and adipose tissue.
10 Department of Statistics Malaysia, “The Population of Malaysia Dashboard,” updated October 17, 2023. Available at: DOSM Population Dashboard.
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Over the past decade, various clinical trials have been conducted during the past decade to test the feasibility and efficacy of WJ-MSCs therapy for various disease conditions such as: neurological disorders, cancer, cardiac disease, liver disease, bone/cartilage disease, immunological diseases as well as DM and its complications. Many of these clinical trials have been completed and indeed demonstrated the safety and efficacy of WJ-MSCs. Public clinical trial databases currently show about 1458 investigating MSCs from various sources for a wide array of therapeutic application; 86 of which are diabetes mellitus related. Regarding the 86 studies currently registered on the public clinical trials database investigating MSCs (from various sources) for treating DM and/or its complications, only about 30 of these studies clearly state applying WJ-MSCs as an intervention.
Currently, we are preparing to commence our phase IIa/IIb randomized controlled trial to assess the safety, efficacy and tolerability of intraperitoneal allogenic mesenchymal stem cell therapy in new-onset T1DM and T2DM. This is a phase IIa/IIb randomized, double-blind, placebo-controlled study where we have identified at least 28 newly diagnosed adults with type 1 and type 2 diabetes mellitus to participate. Participants will be stratified based on T1DM or T2DM and then randomized to 3 arms – standard treatment + placebo, standard treatment + low dose human umbilical cord mesenchymal stem cells (hUCMSCs), standard treatment + moderate dose hUCMSCs.
Our team intends to apply WJ-MSCs transplantation in T2DM patients, and we target to demonstrate that treatment with WJ-MSCs can indeed improve metabolic control and β-cell function. Thus, it will reinforce that the mechanism of action may have involved improvements in systemic inflammation as well. Thus, WJ-MSCs proved to be safe and relatively effective in both T1DM and T2DM, as well as recently diagnosed or relatively long-standing diabetic patients.
When considering WJ-MSCs as a novel therapeutic intervention not only for DM, but also for other disease conditions, the majority of clinical trials reported the safety and absence of serious acute or chronic adverse effects. What makes MSCs, and especially WJ-MSCs an ideal candidate for regenerative medicine, with potential capabilities not only to regenerate damaged tissues but also to reduce rejection possibilities are their unique immunomodulatory properties. These properties provide some sort of relief regarding the concern of possible immuno-rejection.
cGMP Compliance
WJ-MSCs, like all other cell-based therapies are living products constantly interacting with their surrounding environment. This poses new challenges when looking from a biotechnology platform point of view. For example, they cannot be sterilized prior to use to provide strict protection from any contamination transmission to patients. In addition, in order to maintain a consistent product efficacy, with minimal batch-to-batch variation, this requires precise process control and avoidance of adverse changes in heterogeneous populations or the cell environments. Consistent cGMP-compliant manufacturing requires high reproducibility with a focus on safety, efficacy, and quality. Celestialab focuses on preventive medicine with a specialization in the production of cellular products adhering to cGMP standards. Alps is intending to apply for NPRA approval through Celestialab to produce stem cells and cell-based immunotherapy.
WJ-MSCs are considered an advanced therapy medicinal product, and should be produced in compliance with cGMP. We are looking at complying strictly with requirements include the following: (a) Tests for virology (HIV-1/2, HBV, HCV, HTLV-1/2, HPV, B-19, CMV, and EBV), syphilis, mycoplasma, and sterility being negative. (b) Phenotype: the percentages of CD73+, CD90+, and CD105+ cells ≥ 98% and the percentages of CD34−, CD45−, HLA-DR−, CD14− or CD11b−, CD79a−, or CD19− ≤2%. (c) Viability ≥ 80% after thawing. (d) The endotoxin content < 2 EU/mL. (e) No significant upregulation of telomerase reverse transcriptase (hTERT) gene and oncogenes during large-scale expansion. (f) No significant downregulation of tumor suppressor genes during large-scale expansion. (g) Confirmed potency.
Current Steps and Development
An estimated 130 million global annual births worldwide provide a unique opportunity as well as a readily available supply of life-saving stem cells, which could be recovered from WJ and UCB, then banked for future autologous or allogenic therapeutic application. Taking in consideration the ever-growing list of advantages and therapeutic effects of WJ-MSCs, not only for DM, but also for various disease conditions, banking of WJ-MSCs would indeed turn those UCs from just medical wastes into valuable priceless therapeutic tools.
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Celestialab is completing the preclinical studies phase for MYCELEST and is currently preparing the preclinical data for submission of the dossier application to the NPRA. As such, once Celestialab obtains the necessary approvals from NPRA, we will progress the clinical phase, focusing on the safety, efficacy, tolerability, maximum tolerated dosage as well as pharmacology of UC-MSCs for diabetes mellitus. To facilitate commercialization in the market, maintaining cost-effectiveness is a crucial aspect for Celestialab. Furthermore, when considering scaling-up for the generation of efficient cellular therapies from WJ-MSCs, ensuring cGMP compliance while maintaining cost-effectiveness presents a significant challenge in the commercialization process.
iPSC (Heart Failure)
We have entered into two (2) research collaboration agreements with USM for the research and development of this iPSC product candidate. On December 16, 2019, Alps Biotech, one of our subsidiaries, entered into a research collaboration agreement with USM (as supplemented on March 15, 2023) to jointly undertake a research project titled “Establishing Heart Failure Model in Rats for Preclinical Assessment of Cardiovascular Regenerative Therapy” (“RCA for Preclinical Assessment of Cardiovascular Regenerative Therapy”). This project focuses on the development of an iPSC model for cardiac valve and cardiac muscle regeneration to address cardiovascular diseases. It is agreed that all rights, titles and interest of intellectual property created or developed as a result of this project shall be jointly owned by USM and Alps Biotech.
On February 10, 2020, Alps Global Holding Berhad entered into another research collaboration agreement with USM to jointly undertake a research titled “Cell Therapy for Heart Disease”. This project focuses on the development of pre-epicardial cells through the establishment of the USM-Alps Joint Laboratory for Cardiac Research. It is agreed that all rights, titles and interest of intellectual property created or developed as a result of this project shall be jointly owned by USM and Alps.
As of the date of this proxy statement/prospectus, both agreements have expired, and Alps is currently in negotiations with USM to consolidate all previous projects into a new research collaboration agreement for the next phase of research and development with respect to this iPSC pipeline.
The development effort of both Alps Biotech and USM (“IPSC Collaborators”) are currently involve generating human iPSC cells from adult peripheral blood and manufacturing clinical-grade iPSCs under GMP conditions. The IPSC Collaborators have established heart failure rat models by ligating the left anterior descending coronary artery and inducing cryoinjury. Furthermore, proof-of-concept studies using human iPSC-derived cardiomyocytes (“CMs”) to treat cryoinjured rat hearts have been successfully completed by Alps and USM. Early findings indicate that combining these CMs with hiPSC-differentiated pericytes (PECs) results in a superior regenerative effect, leading to enhanced vascularization and increased survival of CMs four weeks post-injection. These results represent an advancement as the research progresses towards assessing the long-term therapeutic impacts in larger animal models and verifying the safety of the product for human clinical trials. Upon completion of generating human iPSC cells, the next step will involve conducting pre-clinical trials. This phase includes preparing the trial design, and conducting studies to assess efficacy, toxicology, dosage, and safety.
Overview of Heart Disease
According to the WHO, non-communicable diseases (NCDs), including cardiovascular diseases (CVDs), are leading causes of mortality in the Western Pacific region, significantly impacting countries throughout Asia Pacific and Southeast Asia. Rapid urbanization, lifestyle changes, and aging populations contribute to the increasing burden of heart disease. Over 250 known genetically defined disorders primarily affect the heart, contributing to morbidity and mortality, yet few approved products target these genetic causes. Recent analyses have shown that after decades of declining mortality rates from heart failure, these rates are once again rising, underscoring the need for improved treatments.
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The heart’s complexity, due to its biological structure and the tightly regulated coordination of its electrophysiological and biomechanical properties, complicates the treatment of heart disease. Heart disease manifests in various forms, affects individuals of many ages, and results from numerous factors. As illustrated in the Figure 17 below, heart disease can be categorized as either resulting directly from issues associated with the heart organ, such as heart failure, arrhythmia, and heart valve disease, or indirectly from vascular problems, such as coronary artery disease (CAD). The underlying causes can be genetic, due to aging, or environmental factors. The table below outlines four broad categories of heart disease:
| CATEGORIES | DESCRIPTION | |
Heart Failure |
Heart failure is a condition where the heart cannot pump enough blood and oxygen to meet the body’s needs. It can result from conditions that weaken the heart muscle, including heart attacks, uncontrolled high blood pressure, congenital heart defects, and genetic cardiomyopathies. | |
Arrhythmia |
Arrhythmia is a common heart condition, involves any deviation from the heart’s normal electrical impulses, affecting its pumping function. Arrhythmias can lead to a range of symptoms, sudden death, and stroke. | |
Heart Valve Disease |
Heart value disease occurs when one or more of the heart’s four valves malfunction, disrupting blood flow through the heart’s chambers. | |
Coronary Artery Disease (CAD) |
CAD is a prevalent form of heart disease, arises when plaque accumulates in the coronary arteries’ walls, restricting blood flow to the heart muscle and potentially leading to a heart attack. |
Figure 17. Heart disease can be categorized as either resulting directly from issues associated with the heart organ, such as heart failure, arrhythmia, and heart valve disease, or indirectly from vascular problems, such as coronary artery disease (CAD).
While there is a significant unmet need in the field of heart disease, challenges have historically hindered the development of novel therapies. The IPSC Collaborators aim to focus on heart failure, particularly myocardial infarction, as the most common cause of heart failure. If the dead, ischemic heart tissues could be regenerated with viable and functional cardiomyocytes, the disease could potentially be treated.
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Advancements and Challenges in Cardiac Repair Post-Myocardial Infarction
Myocardial infarction (MI), a common cause of heart failure (HF), results from the partial or complete occlusion of the coronary artery, reducing oxygen and nutrient delivery to the myocardium. Approximately 25% of patients with myocardial infarction experience severe left ventricular dysfunction, risking progressive heart remodeling. The first non-invasive treatment option typically includes pharmacological approaches with drugs such as thrombolytic agents, β-blockers, and angiotensin-converting enzyme inhibitors. In more severe cases, such as ST-elevated myocardial infarction (STEMI), invasive procedures like balloon angioplasty and stent insertion may be recommended for myocardial reperfusion. Coronary artery bypass grafting, a highly invasive procedure, is advised for severe, irreversible coronary occlusion. These methods alleviate symptoms and enhance life quality, but none can remove fibrotic scars or replace lost myocardium with new cardiomyocytes. The presence of akinetic tissue limits cardiac performance, compelling the remaining myocytes to increase contractility to maintain adequate cardiac output. This trigger sudden changes in cardiac architecture, leading to cardiomyocyte hypertrophy, further myocyte loss, ventricular wall thinning, weakened contractility, and eventually, the cessation of cardiomyocyte function. To date, heart transplantation remains the only curative option. Despite successful heart transplants, the long waiting times, high patient-to-donor ratio, high incidence of post-procedural complications, and limited availability of transplantable hearts underscore the urgent need for alternative solutions.
Bone marrow-derived stem cells are the most common first-generation cell candidates used in clinical transplantation (Refer Figure 18 below). A weighted regression and meta-analysis of 49 trial reports using autologous bone marrow stem cells revealed discrepancies among these trials, with none showing benefits from bone marrow mononuclear cells (BMNCs). However, it is widely accepted that the therapeutic benefits of bone marrow-derived cells mainly result from a paracrine mechanism that activates endogenous healing. Reconstituting injured myocardium with cardiomyocytes may require second-generation cardiogenic cells, such as more defined, homogeneous cardiac-derived stem/progenitor cells or pluripotent stem cells, some of which have been used in clinical trials. Careful selection of cell candidates, delivery methods, cell engraftment enhancement strategies, thorough investigation of efficacy mechanisms, and clinically meaningful endpoints in experimental studies can advance cardiac cell therapy. To date, consensus is reached that pluripotent stem cells are by far the most promising cell source for deriving functional cardiomyocytes for testing and therapy.
Figure 18. Timeline schematic portraying cell-based regenerative studies using both adult stem cells (skeletal muscle, adipocytes, bone marrow, and cardiosphere-derived cells) and ESCs/iPSCs.
[Pezhouman, Arash, et al. “Cardiac regeneration–Past advancements, current challenges, and future directions.” Journal of Molecular and Cellular Cardiology (2023)]
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Potential Solution in Revolutionizing Cardiac Regeneration with Pluripotent Stem Cell Technologies
Stem cells offer hope for remuscularizing weakened, injured myocardium and reversing cardiac remodeling. Compelling evidence indicates that pluripotent stem cells (hPSCs), such as embryonic stem cells (ESCs) or human-induced pluripotent stem cells (hiPSCs), provide an indefinite source of CMs and are the only cells scalable to produce a clinically relevant number for myocardium remuscularization. Studies have demonstrated that intramyocardially injected hPSC-cardiomyocytes engraft, integrate synchronously with the host myocardium, regenerate remodeled, thin myocardium, and improve cardiac function.
While the clinical benefits of other adult stem cells, such as mesenchymal stromal cells or cardiac-derived progenitor cells, in cardiac regeneration are recognized, remuscularization in injured hearts using hPSC-cardiomyocytes has been more encouraging. Directed CMs differentiation of hiPSCs, employing systematic biochemical treatments, can generate spontaneously contracting cardiomyocytes with high efficiency in vitro. The application of hiPSC-derived CMs could have broad therapeutic applications in cardiac cellular therapy, myocardial tissue engineering, disease modeling, and drug screening for heart failure treatment. If hiPSC-derived epicardial cells can retain effects observed in the developing heart in vivo, they could theoretically enhance myocardial complexity and maturity in vitro.
Successful remuscularization requires the regeneration of dead myocardial tissue to restore muscle density and contractile strength. Various methods have been introduced to administer cells into the heart, aiming to maximize cell homing, retention, engraftment, survival, and function.
Generation of CM from autologous human induced pluripotent stem cells
Strategies to produce cardiomyocytes from hiPSCs have been well-established. However, the differentiation efficiency, purity, and homogeneity depend greatly on factors such as the choice of somatic cells used in reprogramming, the reprogramming method, the culture medium, colony selection, and expansion conditions. Here, we seek to develop a CM differentiation protocol that would consistently work for iPSCs reprogrammed from donor peripheral CD34 cells. This innovative approach aims to pinpoint specific iPSC colonies from reprogrammed populations, identify homogenous cardiac mesodermal cells through characterizing the metabolic attributes, surface markers and signaling, that could direct differentiate into homogenous, chamber specific CMs.
Allogenic human induced pluripotent stem cells remain the favorable cell source because they are cost effective, off-the-shelf cells with greater feasibility for clinical translation. However, patients receiving allogenic CMs are required to be on lifelong immunosuppression to ensure the transplanted CMs are not rejected by the host immunity. While manufacturing allogeneic cells for broad therapy is more cost-effective than producing personalized autologous cells, the long-term financial and health benefits for patients remain uncertain. Strategies to reduce the immunogenic reactivity of allogenic cells for transplantation, including the creation of hypoimmunogenic PSCs through gene editing, are still in the early phases of investigation, and the long-term consequences of gene-edited cell products have yet to be fully understood. Haplo-banking of iPSCs with selected haplotypes may be an alternative to serve a larger patient pool, if not all. However, this approach requires extensive donor cell typing and may pose challenges in nations with significant racial heterogeneity. Given these considerations, the refinement of existing methodologies to enable autologous cell therapy emerges as a compelling avenue. By refining and optimizing current processes, we aim to enhance the feasibility and effectiveness of personalized cell therapies, ultimately offering a more tailored and sustainable approach to regenerative medicine.
Potential Use of Non-Myocyte Cells to Enhance CM Functions: Key to Cardiac Regeneration
The IPSC Collaborators are building upon previous work in cardiac tissue formation to demonstrate a simple method for generating pre-epicardial cells (PECs) from hiPSCs (Refer Figure 19). PECs, a premature form of epicardial cells expressing typical epicardial genes WT1, TBX18, SEMA3D, and SCX, can develop into more mature epicardial cells (expressing additional markers UPK1B, ITGA4, ALDH1A2) after contact with CMs, recapitulating developmental roles in embryonic heart formations. Derived from the epicardium, a cell layer covering the heart’s surface, PECs significantly contribute to cardiac development and repair. Originating from the pro-epicardial organ, a transient organ from the lateral plate mesoderm (LPM) near the venous pole of the developing heart, these cells can transform into various cardiac cell types, including smooth muscle cells, fibroblasts, and endothelial cells, crucial for heart muscle regeneration, vascularization, and repair.
Figure 19. Stages of hiSPC Differentiation into Pre-Epicardial Cells (PECs) via Defined Growth Factor Modulation.
[Tan, J.J., Guyette, J.P., Miki, K. et al. Human iPS-derived pre-epicardial cells direct cardiomyocyte aggregation expansion and organization in vitro. Nat Commun 12, 4997 (2021).]
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The current pipeline of the IPSC Collaborators focuses on developing a robust and efficient protocol to differentiate hiPSCs into highly pure and functional CMs and use PECs as the non-myocyte support cells to enhance the functionality and the outcome of CM therapy. This process involves precise manipulation of the cellular microenvironment, using specific growth factors and signaling molecules to mimic natural developmental cues directing PEC formation in the human heart.
Previous Success and Path to Clinical Application
The IPSC Collaborators have been working towards developing cardiomyocytes derived from human pluripotent stem cells that engraft, function, and persist in the human heart in vivo. The groundwork for potential future clinical development has been laid by key breakthroughs such as its preclinical studies have demonstrated the potential of hiPSC CMs to integrate into cardiac tissue, promoting repair and regeneration in damaged heart models. Combining non-myocyte support cells into CM therapy, the strategy is expected to not only contribute to reconstituting the infarct with functional cardiac muscle cells but also enhance the heart’s vascular network, improving blood supply and overall heart function.
Studies have shown that BMP4, RA, and Wnt signaling were key mechanisms driving PDGRFA+ and KDR+ LPM cells or cardiac progenitors, to an epicardial fate, some of which observed better efficiency with simultaneous activation of the signaling. The IPSC Collaborators have adapted the signaling model to develop an efficient BMP4/VEGF/RA based protocol, which generated >86% WT1+ pre-epicardial cells (PECs) in 7 days from monolayer hiPSC culture without the need of embryoid body generation, or fluorescence sorting. Taken together, this evidence suggests that hiPSC-derived PECs are functional and able to interact with CMs to enhance the function and structural organization in three-dimensional PEC/ CM microtissues. The IPSC Collaborators believe this work lends to continued efforts in directed morphogenesis, in which the strategic combination of early-stage cardiac cell types can enable the creation of more sophisticated and mature cardiac grafts.
Building upon these promising results, the IPSC Collaborators are advancing towards enabling the production of CMs and integrating non-myocyte support cells such as PECs into cellular therapy or the engineering of heart tissue for treating heart failure patients. The IPSC Collaborators’ objective is to develop a scalable and GMP-compliant production process that ensures the highest purity, potency, and safety of human induced pluripotent stem cell-derived cardiomyocytes (hiPSC-CMs), as well as the support cells, for therapeutic use.
Challenges and Innovations in hiPSC-PEC Therapy
Despite these achievements, hiPSC-derived CMs remain phenotypically immature, with underdeveloped organization and electromechanical function. Furthermore, bioengineered heart tissues using defined cardiac cells still lack the cellular and structural complexity of native myocardium, which could be greatly improved by implementing techniques that recapitulate and integrate important cues from heart development.
Developing hiPSC-PEC integrated CM tissue therapy involves overcoming several challenges, from ensuring the genetic stability and purity of the hiPSCs to achieving efficient differentiation into functional CM PECs. The Collaborators intend to pioneer innovative solutions to these challenges, including advanced genetic engineering techniques to enhance the safety profile of hiPSCs and novel bioreactor systems for large-scale PEC production.
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Future Directions and Impact
Recent advancements in the worldwide scientific community’s iPSC technology have enabled the IPSC Collaborators to differentiate iPSCs into cardiac myocytes with high purity and consistency under GMP conditions—a significant step toward clinical application. Under the RCA for Preclinical Assessment of Cardiovascular Regenerative Therapy, the IPSC Collaborators have established heart failure rat models through ligating the left anterior descending coronary artery and cryoinjury. Additionally, the Collaborators have completed a preclinical trial using human iPSC-derived CMs to treat cryoinjured rat hearts. Early results demonstrate that the regenerative effect is superior when combining CMs with hiPSC-differentiated PECs, leading to enhanced regional vascularization and increased CM survival four weeks after injection (refer Figure 20 below). These findings represent a significant milestone, especially as the scientists extend the trial to examine the long-term therapeutic effects in large animals and ultimately prove the product’s safety in human trials. Nonetheless, the process of iPSC generation, the differentiation protocol, quality control, assessment of the cell product, and cell storage are marketable as services to customers and stakeholders (including research institutions, patients with special needs, mothers of newborn babies, etc.) during the development of the iPSC production pipeline on a large scale for human therapy.
Figure 20. Regenerative Effect in Cell Treatment After 4 Weeks in Cryoinjured Rat Hearts.
Internationally, iPSC-based cardiac therapy research is evolving, with clinical trials in various phases. For instance, in Japan, pioneering efforts are underway to assess iPSC-derived cardiomyocytes in treating heart disease. The United States has seen substantial investment, as evidenced by a significant award granted for trials aimed at heart regeneration. Germany also contributes to this global effort, with advancements that may complement the wide-ranging international research landscape. Collectively, these efforts underline the potential of iPSCs to revolutionize cardiac therapy and highlight the substantial commercial and therapeutic promise of this technology.
The IPSC Collaborators’ objective is to establish the production of iPSCs derived from adult peripheral blood within a GMP-compliant framework, coupled with the strategic banking of these cells from donors with unique medical profiles. This endeavor will serve as the foundation for bespoke regenerative treatments. In the subsequent year, the IPSC Collaborators will focus on refining in-house protocols for the expansion and differentiation of iPSCs, with the aim of crafting cardiac cells of exceptional purity and reliability, again under cGMP guidelines. A patent application to safeguard our methods in iPSC production is slated for 2025. This lays the path for the commercial rollout of these groundbreaking cells over the next three to five years. The IPSC Collaborators’ commercialization efforts will include the provision of personalized cardiomyocyte production for therapy, development of robust heart cells for in vitro cardiotoxicity testing, and offering iPSC manufacturing services for individual or institutional needs, including cell storage and academic research. Additionally, the IPSC Collaborators aim to provide a comprehensive iPSC quality assessment service, meticulously evaluating iPSC karyotypes, genomic stability, and adaptations upon request. As the trial is collaborative effort between the IPSC Collaborators, the timing of subsequent clinical trial is not under our control, and is subject to change by USM.
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mRNA (Diagnostic)
MyGenome is currently working on a comprehensive study and data collection on gene expression profiling, specifically targeting breast, lung, colorectal, and cervical cancers. The primary objective is to develop a diagnostic tool for these cancers, leveraging data from the nCounter PanCancer IO 360™ Panel. As of the date of this proxy statement/prospectus, Alps has not yet developed any diagnostic products or kits for commercial use. MyGenome is still in the process of collecting and analyzing data for the targeted breast, lung, colorectal and cervical cancers to support the development of the diagnostic tools.
One of our pipeline diagnostic candidates involves leveraging mRNA biomarkers for cancer diagnosis. Through our research and development efforts, this candidate focuses on analyzing specific mRNA molecules associated with cancerous cells to provide valuable insights into disease onset, progression, and treatment response. By examining the expression profiles of these mRNA biomarkers, we aim to develop highly sensitive and accurate diagnostic tools that can detect diseases at early stages with precision. Currently, we, in partnership with USM, are gathering specific cancer data for our mRNA diagnosis initiatives, with a targeted focus on breast, lung, colorectal, and cervical cancers. This pipeline is currently undergoing the POC stage, focusing on recruiting patients for breast, lung, cervical, and colorectal cancers and collecting data to develop diagnostic kits for these cancers. Upon completing the data gathering phase, MyGenome will commence the development of diagnostic prototypes for the identification of differentially expressed genes.
Overview of mRNA
Messenger RNA (mRNA) is a large family of RNA molecules that convey genetic information from DNA to specify the protein products of gene expression. mRNA gene expression profiling stands at the forefront of cutting-edge molecular biology, poised to revolutionize healthcare by offering advanced diagnostic and therapeutic solutions. mRNA biomarkers have the potential to shape the future of medical innovation and patient care. At its essence, mRNA serves as the conduit for translating genetic information from DNA into functional proteins, orchestrating fundamental cellular processes essential for health. Leveraging the power of molecular messengers, we are working to develop a cutting-edge platform that harnesses mRNA transcripts as dynamic biomarkers, providing unparalleled insights into disease pathology.
With one in four Malaysians affected by cancer, the urgency to advance diagnostic capabilities and therapeutic interventions are apparent.
Figure 21. Prevalence of Common Cancers in Malaysia from 2012-2016 according to the National Cancer Registry (2019).
Breast cancer is the most common cancer in Malaysia. The common sites for invasive breast cancer to metastasize are the lung, liver, bone and brain while for cervical cancer, the frequent metastatic sites are the lungs, extra-pelvic nodes, liver and bones.
One of the standout advantages of mRNA biomarkers lies in their ability to deliver early and predictive insights, offering a proactive approach to healthcare management. mRNA testing serves several critical purposes in healthcare:
| ● | Early Disease Detection. mRNA testing enables the early detection of diseases, providing clinicians with valuable insights that can facilitate timely intervention and potentially prevent the onset or progression of illnesses. By detecting abnormalities in gene expression patterns, mRNA testing can identify subtle changes indicative of disease onset before symptoms manifest, allowing for proactive management and improved patient outcomes. This preemptive capability not only enhances treatment efficacy but also has the potential to mitigate disease burden and improve patient outcomes. |
| ● | Monitoring Disease Relapse. mRNA testing is beneficial in monitoring disease progression and detecting signs of relapse, particularly in conditions such as cancer. Changes in gene expression profiles can serve as early indicators of disease recurrence, prompting clinicians to adjust treatment strategies promptly and optimize patient care. Through regular mRNA testing, healthcare providers can closely monitor disease status and tailor therapeutic interventions to mitigate the risk of relapse. |
| ● | Personalized Treatment Approaches. mRNA testing facilitates personalized treatment approaches by analyzing dynamic gene expression patterns. Unlike static DNA tests, mRNA testing offers insights into real-time gene expression changes influenced by lifestyle and environmental factors. This dynamic nature allows for a more comprehensive understanding of disease progression and treatment response, enabling clinicians to tailor interventions to individual patient’s needs. |
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There is a distinction between DNA and mRNA testing. While DNA tests offer insights into lifetime genetic risks, mRNA testing provides real-time assessments of present disease dynamics. This differentiation empowers healthcare providers with actionable information for personalized patient care, facilitating timely interventions and enhancing overall treatment efficacy.
| Aspect | DNA Testing | mRNA Testing | ||
| Genetic Material | DNA (Deoxyribonucleic Acid) | mRNA (Messenger Ribonucleic Acid) | ||
| Risk Assessment | Evaluates lifetime risks of cancer/disease | Evaluates current risk of cancer/disease | ||
| Genetic Stability | Genes do not change (static) | Gene expression can be influenced by lifestyle, diet, and other external factors | ||
| Test Consistency | Repeated tests will reveal the same results | Repeated tests will reveal current gene expression levels | ||
| Frequency of Testing | Typically performed once in a lifetime | Often performed annually to monitor improvements in gene expression levels |
Market Analysis
The global gene expression market, valued at USD 9.07 billion in 2020, is projected to exhibit a robust CAGR of 9.96% from 2021 to 2028.11 This growth trajectory is attributed to the emergence of technologically advanced solutions, offering promising avenues for market expansion.
The forecasted growth is underpinned by the development of sophisticated and specialized tests aimed at early disease detection and management, coupled with the rising demand for lab automation. Additionally, the increasing adoption of point-of-care diagnostic products has spurred a decentralization trend in the healthcare sector, empowering patients and healthcare facilities to avail medical services remotely, thus curbing costs. Other driving factors include the escalating prevalence of chronic diseases such as diabetes, heart failure, and colon cancer, alongside the surging demand for personalized medicine, expanding geriatric population, and growing patient awareness regarding disease diagnosis.
Our Solution
In the landscape of cancer diagnosis and monitoring, traditional approaches encounter significant challenges. These include limitations in clinical sampling for high-frequency detection and the constraints of early diagnosis and monitoring. Currently, reliance on tumor markers for screening and early cancer detection predominates in commercial labs’ practices. However, the inherent limitations of tumor markers underscore the urgent need for a more robust and reliable diagnostic paradigm.
Pursuant to the Research Collaboration Agreement, Alps Biotech has initiated a collaborative effort with USM to gather cancer data, specifically focusing on breast, lung, colorectal and cervical cancer. As of the date of this proxy statement/prospectus, the agreement has expired, and Alps is negotiation with USM to enter into a new research collaboration agreement for the next phase of research and development.
Our objective is to advance mRNA gene expression profiling, utilizing the latest advancements in molecular biology and bioinformatics to transform the standards of care, empower healthcare providers, and ultimately improve patient outcomes.
Our capabilities extend to investigating a multitude of gene expressions that intricately intertwine vital components within the complex dynamics of tumors, microenvironments, and immune responses in cancer. By employing the technology, it is possible to simultaneously identify over-expressed and under-expressed genes, offering a comprehensive view of gene expression dynamics. This unique capability enables for discerning genes undergoing significant changes during pivotal processes such as development, carcinogenesis, and disease progression.
11 MarketsandMarkets, “Gene Expression Analysis Market Size, Share, Trends and Revenue Forecast,” March 2024. Available at: Gene Expression Analysis Market Report.
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Presently, the MyGenome biomarker laboratory uses the nCounter PanCancer IO 360™ Panel (the “Panel”) which is a unique 770 gene expression panel. According to the Panel’s manufacturer, the Panel integrates key elements essential for understanding the complex interactions between tumors, their surrounding environments, and the body’s immune response, thereby enabling a comprehensive analysis of disease biology and the exploration of immune evasion mechanisms. By leveraging the gene expression profiling capabilities of the Panel, MyGenome’s laboratory can predict the risk of incidence of the following 31 types of diseases:
| ● | Bladder cancer | |
| ● | Endometrial cancer | |
| ● | Liver cancer | |
| ● | Ovarian cancer | |
| ● | Brain Glioma | |
| ● | Esophagus cancer | |
| ● | Lung cancer | |
| ● | Pancreatic cancer | |
| ● | Breast cancer | |
| ● | Gastric cancer | |
| ● | Lymphoma | |
| ● | Prostate cancer | |
| ● | Cervical cancer | |
| ● | Head and neck cancer | |
| ● | Muscular sarcoma | |
| ● | Skin melanoma | |
| ● | Colorectal cancer | |
| ● | Kidney cancer | |
| ● | Nasopharyngeal cancer | |
| ● | Thyroid cancer | |
| ● | Alzheimer’s | |
| ● | Asthma | |
| ● | Atopic Eczema | |
| ● | Autism (Babies) | |
| ● | Cardiovascular disease | |
| ● | Diabetes | |
| ● | Hypertension | |
| ● | Obesity | |
| ● | Osteoarthritis | |
| ● | Parkinson’s | |
| ● | Bipolar disorder |
The Panel is not a standalone diagnostic tool and does not detect the presence of such 31 diseases. Instead, the data and information provided by the Panel, when integrated with additional bioinformatic data sequenced by MyGenome, will enhance its predictive ability. In addition to using the Panel to develop its mRNA diagnostic products, MyGenome also uses the Panel to provide genetic screening services in its wellness clinic.
MyGenome does not have any formal agreements, partnerships, or exclusive arrangements with the manufacturer of the Panel. Alps acquired the Panel as a standard purchaser and utilizes it within its facilities alongside other tools and methodologies to support its genetic screening services and mRNA diagnostic product development. The relationship with the Panel manufacturer is limited strictly to that of a buyer and manufacturer.
MyGenome’s mRNA diagnostic pipeline is currently dedicated to four (4) cancers – breast, lung, colorectal, and cervical cancers (the “Targeted Diseases”) – out of the 31 diseases mentioned above. To create its diagnostic products, in addition to relying on the gene expression capabilities of the Panel, MyGenome will need to accumulate data to enhance the precision of disease detection. As such, MyGenome selected the Targeted Diseases due to their high prevalence in Malaysia and clinical need for early detection. MyGenome’s current efforts are focused on gene expression profiling and data collection to advance the development of its proprietary diagnostic tool for the Targeted Diseases. While MyGenome is in the POC stage and actively gathering data, its studies and data indicate that each of the Targeted Disease exhibits distinct mRNA and genetic patterns, demonstrating correlations between the gene expression changes specifically associated with the Targeted Diseases. As MyGenome’s bioinformatics database expands, driven by the continuous accumulation of gene expression data, its ability to detect and characterize the molecular signatures of the Targeted Diseases will be further enhanced. This increase in bioinformatics data will provide deeper insights into the underlying gene expression patterns specific to each Targeted Disease, thereby improving the precision of MyGenome’s proprietary diagnostic tool for the Targeted Diseases.
Our mRNA Profiling Process
Our primary objective is the development of diagnostic tools for predicting the prognosis of the Targeted Diseases, thereby enabling early intervention for treatment. As at the date of this proxy statement/prospectus, MyGenome offers mRNA profiling services, which also serve as a channel for collecting bioinformatic data.
Our screening process begin with blood samples collected from the patient, either collected in-house or other healthcare providers.
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Upon receipt of the blood sample, we initiate a meticulously structured workflow for mRNA testing, ensuring both accuracy and efficiency. The process unfolds as follows:
| 1. | Sample Logging and Identification: Each received blood sample is logged into our laboratory system, receiving a unique identifier to facilitate comprehensive tracking throughout the testing journey. |
| 2. | mRNA Extraction: Employing the QIAamp RNA Blood mini extraction kit and protocol (Qiagen), our scientists extract mRNA from the blood sample. This crucial step ensures the attainment of high-quality mRNA essential for subsequent analysis. |
| 3. | mRNA Quantification: The concentration and purity of the extracted mRNA are determined using the NanoDrop One (Thermo Scientific). This ensures that the mRNA sample meets stringent quality standards required for downstream analysis. |
| 4. | Hybridization and Detection: Following extraction, the mRNA undergoes hybridization with the probes in the nCounter PanCancer IO 360™ panel. Utilizing the cutting-edge NanoString nCounter sequencing platform, we accurately detect the expression levels of target genes. This analysis provides quantitative data on gene expression levels and the presence of disease biomarkers, furnishing crucial insights for precise diagnosis and treatment planning. |
| 5. | Analysis and Data Interpretation: The generated data then undergoes thorough interpretation utilizing the nSolver™ Analysis Software before uploading the results to Alps’ in-house mRNA system which generates the final report. |
| 6. | Reporting: A comprehensive report summarizing the mRNA testing results is generated by the Alps’ in-house mRNA system. This report encapsulates pertinent findings, insightful interpretations, and recommendations tailored to inform patient management. This report can be used by the patient and the patient’s physician to plan future tests and therapies. Figure 22 below details the diagnostics and recommendations the report provides based on the screening results. |
| 7. | Quality Control: Throughout the entire process, we adhere to stringent quality control measures to uphold the accuracy, reproducibility, and reliability of mRNA testing outcomes. This encompasses rigorous monitoring of instrument performance, adherence to validated protocols, and meticulous documentation of procedures. |
Figure 22. Sample pages from a report generated for the mRNA testing.
Through this systematic and meticulously executed process flow, we ensure the integrity and precision of mRNA testing results, thereby facilitating predictive disease detection and enabling personalized patient care.
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Our Competitive Advantage
| ● | Established Wholly Owned Infrastructure: With a robust and fully owned infrastructure, Alps operates with autonomy and agility. Our dedicated team of scientists, renowned for their expertise in biomedicine and biotechnology, collaborates seamlessly within this infrastructure, enabling efficient execution of research and development initiatives. |
| ● | Facilitating Broader Access to Early-Stage Precision Medicine: We aim to broaden access to early-stage precision medicine, particularly in the realm of cancer treatments. Through efficient processes and resource optimization, we seek to offer cost-effective solutions that equip patients and healthcare providers with a range of diagnostic and therapeutic options. |
| ● | Maximizing Resources and Fostering Knowledge Sharing: At Alps, we recognize the importance of collaboration and knowledge exchange in driving innovation. Through strategic partnerships and alliances with external scientists and research centres, we maximize resources and leverage collective expertise to advance the frontier of WGS and mRNA gene expression profiling, ultimately enhancing patient care and outcomes globally. |
Development Status and Future Outlook
Currently, our mRNA profiling solely functions as a predictive test, with no ongoing development of new technologies or methodologies. Our primary focus is on accumulating sufficient data in respect of the Targeted Diseases, and we are actively engaged in the data collection process to ensure the accuracy of our tests and facilitate the development of its diagnostic products. MyGenome believes that with a sufficient volume of data, the diagnostic products will achieve higher accuracy in prognostic assessments of the Targeted Diseases. Our ultimate objective is to leverage these data to commercialize diagnostic kits for the Targeted Diseases, contingent upon obtaining necessary regulatory approvals.
CELESOME(+)
Exosome-infused cosmetic products hold potential for transforming skincare and beauty routines. By leveraging the potent properties of exosomes, we are committed to creating cosmetic formulations that enhance skin health, stimulate collagen production, alleviate inflammation, and enhance overall complexion. With Celestialab’s cGMP-accredited cell cultivation laboratory, Celestialab intends to develop, a robust and reproducible exosome manufacturing process. This process will be designed for large-scale operation, ensuring high productivity, purity, and quality, assuring compliance with regulatory standards, including good manufacturing practices.
Alps has completed its POC phase, which involved evaluating and refining exosome isolation methods and characterization. Alps is now finalizing an in-house protocol for further exosome characterization. After characterizing the exosomes, Alps plans to conduct comprehensive toxicity studies, including cytotoxicity tests and acute toxicity studies through animal models.
Exosomes in Cosmetic Industry
Exosomes, which are nano-sized vesicles ranging from 30 to 200 nanometers in diameter, are enriched with a diverse array of proteins, lipids, and genetic materials, including mRNA and microRNA (miRNA). These vesicles are produced by a wide range of cell types, notably stem cells, and are disseminated throughout the body via the bloodstream. The genesis of exosomes involves the inward budding of multivesicular bodies (MVBs), which contain intraluminal vesicles (ILVs); these are subsequently released into the extracellular space through the endosomal-lysosomal pathway. Playing a pivotal role in cellular communication, exosomes are instrumental in numerous biological functions, including the repair of tissue, modulation of the immune system, and facilitation of messaging between cells. Their anti-inflammatory and immunomodulatory properties are particularly valuable in procedures such as skin flap reconstructions.
The cosmetic industry is increasingly leveraging the potential of exosomes, incorporating them into various topical formulations such as creams, serums, and masks. These applications exploit the therapeutic and anti-aging properties of exosomes, delivering essential proteins, lipids, and other beneficial molecules that promote skin healing, hydration, and protection from environmental stressors. Notably, exosomes significantly contribute to the enhancement of collagen production, reduction of inflammation, and reinforcement of skin defense mechanisms. Additionally, the synergistic interaction of exosomes with other active ingredients, including hyaluronic acid, peptides, and antioxidants, potentiates their effectiveness.
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Illustrative of their impact, adipose stem cell-derived conditioned media (ASC-CM) and bone marrow stem cell-derived (BMSC) exosomes have been shown to reduce levels of reactive oxygen species (ROS) and TNF-α while concurrently increasing TGF-β. This biochemical modulation results in elevated levels of MMP-1 and pro-collagen type I, leading to enhanced collagen synthesis, improved skin elasticity, and the visible reduction of wrinkles. Such outcomes establish a solid foundation for exosomes as an effective anti-aging treatment modality. By stimulating collagen production, exosomes aid in the diminishment of wrinkles and fine lines, support the repair of skin damage from sun exposure and acne scars, and contribute to overall skin plumpness and hydration. The inclusion of a spectrum of bioactive compounds within exosomes, such as cytokines, nucleic acids, and proteins, provides comprehensive protection against environmental stressors and aids in minimizing the appearance of dark spots and discoloration. Through these multifaceted therapeutic and aesthetic benefits, exosomes represent a ground-breaking and promising approach to enhancing skin tone, texture, and overall appearance in the field of regenerative medicine and cosmetic applications.
Figure 23. Role of exosomes for anti-aging treatment.
The application of adipose stem cell-derived conditioned media (ASC-CM) and bone marrow stem cell-derived exosomes (BMSC-exos) has demonstrated significant impacts on skin health, particularly in the context of anti-aging treatments. These interventions lead to a notable reduction in the production of reactive oxygen species (ROS), effectively minimizing oxidative stress within the skin. Concurrently, there’s a marked decrease in the expression levels of tumor necrosis factor-alpha (TNF-α), a cytokine known for its role in inflammation. In contrast, the expression of transforming growth factor-beta (TGF-β) is increased, which is crucial for its healing and regenerative properties.
The biochemical shifts induced by ASC-CM and BMSC-exos administration catalyze a series of downstream effects that are beneficial for skin rejuvenation. Specifically, there is an upregulation in the production of matrix metalloproteinase-1 (MMP-1) and pro-collagen type I. MMP-1 plays a pivotal role in the degradation of damaged collagen fibers, facilitating the turnover and renewal of the extracellular matrix. The increase in pro-collagen type I, a precursor of collagen, is particularly significant for the skin’s structural integrity and health.
These molecular and cellular responses cumulatively foster an environment conducive to enhanced collagen synthesis. As the foundational protein responsible for the skin’s strength and elasticity, collagen’s augmented production directly translates to improvements in skin elasticity and firmness. This not only aids in reducing the visibility of existing wrinkles but also prevents the formation of new ones, underscoring the effectiveness of ASC-CM and BMSC-exos as potent anti-aging therapies. By addressing the underlying causes of skin aging at a molecular level, these treatments offer a promising approach to achieving healthier, more youthful-looking skin, making them a cornerstone in the advancement of regenerative dermatology.
Evolving Demand in the Cosmetics Industry
The cosmetics industry is currently experiencing a significant surge in consumer demand, particularly in the realm of skincare products. This uptrend is attributed to a confluence of cultural and societal shifts, including a heightened emphasis on self-care, the pervasive influence of social media, and an increased awareness regarding the health implications of sun exposure. The philosophy underpinning the self-care movement posits skincare not just as a routine but as a form of personal stewardship for the body’s largest organ. Consequently, there’s a growing preference for products that are not only effective but also formulated with natural, organic, and ethically sourced ingredients.
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Social media platforms have emerged as pivotal arenas for beauty discourse, with influencers and content creators sharing insights and recommendations that shape consumer preferences and behaviors. This digital proliferation of skincare knowledge has fostered a demand for products that cater to specific beauty ideals and skincare routines. Moreover, the recognition of sun damage’s long-term effects has catalyzed a demand for products offering robust protection against UV radiation, with sunscreens and SPF-infused moisturizers seeing heightened consumer interest.
Within this burgeoning market for skincare products, exosome-based therapies represent a novel frontier. Exosomes are being explored for their potential to rejuvenate facial skin and promote hair health. However, their integration into consumer products faces hurdles, primarily due to the absence of formal approval from regulatory bodies. Currently, the only stem cell treatments approved by FDA are products that treat certain cancers and disorders of the blood and immune system.
Our Ongoing Developments in Regenerative Dermatology and Cosmetology
Insights gathered from our own research endeavors, in conjunction with findings from parallel studies, underscore a probable correlative relationship between the specific composition of exosomes and their originating cells. This suggests that various cell types secrete uniquely characterized exosomes, each carrying distinct molecular payloads reflective of the parent cell’s function. Notably, human umbilical mesenchymal stem cells (hUMSCs) have been identified for their critical roles in modulating the immune response, facilitating cell growth, and managing cell turnover—key processes in the body’s healing, repair, and regeneration pathways. The remarkable capability of hUMSCs to produce functionally potent exosomes underpins our strategic decision to harness these cells for our advanced exosome-based therapies.
hUMSCs exhibit paracrine effects, releasing a variety of soluble factors that significantly enhance the body’s intrinsic repair and regeneration mechanisms upon topical application. This aspect of hUMSCs has paved the way for the development of cell therapies showing immense clinical promise, as evidenced by encouraging outcomes from pre-clinical and clinical evaluations. These studies have explored the efficacy and safety of hUMSC-based treatments across a spectrum of dermatological applications, including the management of skin burns, wounds, scars, wrinkles, and conditions such as psoriasis vulgaris and Romberg’s syndrome.
Our commitment to advancing regenerative dermatology and cosmetology solutions is supported by our in-house production facilities, which has the potential to source for high-quality hUMSCs exosomes. Our approach ensures a reliable and consistent supply of umbilical cords derived hUMSCs, ethically sourced in collaboration with our partner maternity clinics and based on informed consent from donors. The exosomes derived from these cells exhibit a concentration of 3.36e+10 +/- 1.96e+09 particles/ml, one of the highest concentration level of exosomes amongst the Malaysian players of similar scale and focus.
Potential products may be derived from this product candidate include facial masks, and treatments for both the face and scalp, incorporating our exosomes. By infusing such potential products with growth factor-rich exosomes from hUMSCs, we aim to redefine the standards of skincare and haircare.
The exosomes we utilize, approximately 62.1 nanometers in diameter, are enveloped in a lipid bilayer that not only safeguards their cargo but also enhances absorption by the skin, bolstering the skin’s moisture barrier. By delivering these growth factors topically, products can significantly rejuvenate the skin’s moisture barrier, promoting a healthier, more radiant complexion. Additionally, our ongoing research into the use of our exosomes in hair serums, face serums, ampoules, facial mesotherapy, and micro needling treatments is aimed at exploring their potential to visibly reduce hair shedding and improve scalp health.
We are also currently in the early stages of evaluating the adjunctive and topical use of our exosomes on through the use of pipeline hair serums, face serums, ampoules, facial mesotherapy, and facial micro needling. We hope our studies will show that if topically applied, our hUMSC’s exosomes will have a positive impact as it relates to noticeably reducing the appearance of hair shedding. We anticipate this effect will be primarily through hydrating and nourishing the scalp and topically applying nutrients to the scalp.
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We operate a cGMP Stem Cell Research and Cultivation Laboratory, certified by the Ministry of Health in Malaysia. Our facility’s cleanrooms are classified as Grade B and C, as per the specified table of cleanroom classification:
| Cleanliness Level | Grade | Maximum concentration limits (particles/m3 of air) for particles equal to and larger than the considered sizes shown | ||||||
| At rest | In operation | |||||||
| ≥0.5 µm | ≥5.0 µm | ≥0.5 µm | ≥5.0 µm | |||||
| Extremely clean | A | 3,520 | 20 | 3520 | 20 | |||
| B | 3,520 | 29 | 352,000 | 2,900 | ||||
| Clean | C | 352,000 | 2,900 | 3,520,000 | 29,000 | |||
| D | 3,520,000 | 29,000 | Not Defined | Not Defined | ||||
Table 1: Cleanliness level classification and maximum particle concentration limits.
As part of our endeavour to introduce innovative exosome-infused cosmetic products into the Malaysian market, we are aligning with the regulatory framework established by the NPRA under the MOH. Unlike pharmaceuticals, clinical trials are not mandatory for cosmetic products. Our focus is on navigating the regulatory landscape efficiently, leveraging the unique positioning of cosmetic products within this framework.
Under the Malaysian regulatory framework, entities planning to introduce cosmetic products must follow a structured notification process. This entails formally declaring to the Director of Pharmaceutical Services (DPS) through the NPRA. The designated Cosmetic Notification Holder (CNH) must adhere to all specified requirements outlined in the relevant guidelines. Compliance encompasses various aspects, including product safety, quality, labeling, and advertising standards. Our potential product candidates, distinguished by their inclusion of in-house manufactured exosomes, benefit strategically from this regulatory pathway. As these products fall under the cosmetic category, they are exempt from the rigorous clinical trial requirements typically mandated for therapeutic products. This classification not only speeds up the time-to-market but also provides greater flexibility in product development and marketing strategies.
Microbiological Test
| TEST PARAMETER | UNIT | METHOD USED | RESULTS |
| Bacterial Endotoxin | EU/ml | In-house Method (ML-14) Based On USP<85> Using Limulus Amebocyte Lysate (LAL) kit by Cape Cod | ND(<0.25) |
Table 2: This table presents the results of a microbiological test for bacterial endotoxin levels in our exosomes sample. The sample tested indicating that the sample has very low to negligible levels of endotoxins.
Chemical/ Physical Test
| TEST PARAMETER | UNIT | METHOD USED | RESULTS |
| Mycoplasma | - | In-house Method, NA/PH/001, Using Real-time PCR | ABSENT |
Table 3: This table displays information about a microbiological test conducted to detect the presence of Mycoplasma in a sample. The result “ABSENT” indicates that the test did not detect any Mycoplasma DNA in the sample, suggesting that the sample is free from Mycoplasma contamination.
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Microbiological Test
| MICROBIOLOGICAL TEST | RESULT | |||
| TEST PARAMETER | METHOD USED | Day 3 | Day 7 | Day 14 |
| Sterility Test | BP 2019, Vol. IV, Appendix XVIA | NO GROWTH | NO GROWTH | NO GROWTH |
Table 4: This table provides information about a sterility test performed on a sample, with results recorded over a 14-day period. The repeated confirmation of ‘NO GROWTH’ results across a two-week span is significant, as it not only supports the immediate sterility of the sample but also indicates stability in its sterility over time, which is essential for ensuring the safety of products with a longer shelf life.
Our Income Streams
Alps currently generates revenue through its subsidiaries, Alps Wellness Sdn. Bhd. and TMC Global Holdings Sdn. Bhd. These entities operate the Alps Wellness Centre and Alps Medical Centre, respectively. They offer a range of services, including surgical aesthetic treatments, non-surgical aesthetic treatments, and general healthcare and other wellness services. In the competitive biotechnology sector where high cash burn is typical for product and pipeline development, these revenue streams which allows Alps to sustain its operations and partially fund research and our product pipelines and reduce reliance on external funding. Additionally, Alps collaborates with third-party service providers to deliver certain services, enhancing its operational efficiency.
| (A) | Cosmetic and Aesthetic Services |
Our aesthetic services and cosmetic surgery services include:
Non-Surgical Aesthetic Services
Our non-surgical aesthetic services can be categorized into (i) skin treatments; (ii) facial sculpting; and (iii) body contouring. All treatments are performed by our qualified team of utilizing non-invasive or minimally-invasive procedures, and are personalized to each individual based on the analysis of their skin and personal objective.
| (i) | Skin Treatments | |
| Consistent facial and skin treatments are essential for maintaining optimal skin health. However, factors such as an unhealthy diet and the use of inappropriate off-the-shelf products can pose challenges in achieving and sustaining good skin health. Upon consultation, our doctors will create a customized treatment plan tailored to address each customer’s unique conditions and concerns. | ||
| To effectively address common skin issues such as acne, pigmentation, and scarring, we provide treatments that incorporate a variety of topical products and advanced medical equipment. For more complex procedures during skin treatments, we employ potent topical products like chemical solutions to induce skin peeling, along with specialized medical machinery and equipment. |
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| Skin Treatments | Description | ||
| Chemical Peels | Chemical peels are effective in stimulating collagen and elastin production, thereby enhancing skin elasticity, reducing the appearance of fine lines, and promoting a more even skin tone by lightening dark spots and scars. These peels utilize an exfoliating acid solution that is both safe and gentle on the skin, making them a non-invasive option. This treatment is particularly beneficial for addressing deeper-set wrinkles and dark spots.
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| Fractional CO2 Laser | The procedure involves directing short-pulsed energy onto the skin’s surface in a scanning pattern, removing damaged outer layers in thin increments. This process eliminates dead skin cells and activates the production of microthermal zones within the skin, stimulating the body’s natural healing response and promoting collagen production for skin remodeling. The goal of this treatment is to replace old and damaged skin cells with new, healthy ones.
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| Radiofrequency (RF) | RF treatment is a non-invasive cosmetic procedure that uses radiofrequency energy to heat the skin’s deeper layers, promoting collagen production and tightening the skin. During the treatment, a device delivers controlled RF energy to the targeted area, generating heat that stimulates the production of new collagen fibers. This helps to improve skin elasticity, reduce the appearance of wrinkles and fine lines, and firm up sagging skin.
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| Q-Switch Laser | This is a type of laser therapy that delivers short bursts of high-energy laser light to target specific pigments in the skin, such as melanin (responsible for pigmentation like freckles, age spots, and sun spots) or tattoo ink. In addition to targeting pigmentation, Q-switched lasers can also stimulate collagen production and improve overall skin texture, leading to a more youthful and radiant complexion. |
| (ii) | Facial Sculpting | |
| As we age, the natural contours of our face can diminish, leading to an older appearance or asymmetry. We provide non-invasive facial sculpting treatments aimed at restoring a youthful look and enhancing natural beauty. Through professional consultation and personalized treatment planning by our doctors, we offer treatments designed to rejuvenate and enhance natural beauty. Key treatments offered by Alps include: |
| ● | Dermal Fillers | |
| Hyaluronic Acid fillers are proven safe as dermal fillers and are effective to smoothen the appearance of deep grooves and facial wrinkles, enhancing facial features and restoring lost volume and facial structure. Dermal fillers give a natural result without affecting the facial expression. | ||
| ● | Botox | |
| Botox treatment is the single most popular aesthetic procedure worldwide and is incredibly safe. It helps to correct facial lines and dynamic wrinkles such as frown lines, forehead creases and crow’s feet. It also helps in treating hyperhidrosis. | ||
| ● | High Intensity Focused Ultrasound (HIFU) | |
| HIFU lifting is a non-invasive alternative to traditional facelift surgery to perform a skin tightening treatment. This procedure utilises ultrasound energy to target the layers of skin below the surface to encourage the production of collagen for firmer skin. |
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| ● | Platelet Rich Plasma (PRP) | |
| PRP is effective for facial rejuvenation. It uses the patient’s own blood to obtain a high concentration of platelet and growth factors. It is injected into the whole face, and this ignites tissue regeneration, blood vessel formation and collagen production. Wrinkles, photodamaged skin, and skin discoloration can be treated by PRP injections. | ||
| ● | Non-Surgical Thread Lifts | |
| Thread lift is one of the most effective ways to lift the loose skin without surgery. This procedure is suitable for the eyebrows, areas around the eyes, the cheeks, the jowls and the neck. Thread lifts treatments result in an instant and natural looking improvement in the appearance of the sagging skin. |
| (iii) | Body Contouring |
| ● | Cryolipolysis | |
| Cryolipolysis treatment is a procedure commonly known as fat freezing, is a non-surgical fat reduction procedure that uses intense cold temperatures to freeze the layer of fat cells underneath the skin. The cold temperatures damage the fat cells which triggers an inflammatory response by the body which causes the body to dispel the fat cells. | ||
| ● | Fat Melting Injection | |
| Fat Melting Injection is a non-surgical cosmetic procedure aimed at reducing localized fat deposits in various areas of the body. It involves the injection of a solution directly into the targeted fatty tissue, which breaks down the fat cells over time. It offers a minimally invasive alternative to traditional liposuction, with minimal downtime. |
Surgical Aesthetic Services
We provide customary surgical aesthetic services, including double eye lid surgery, nasal augmentation, lip augmentation, breast augmentation, fat transfer, liposuction, lifts and tucks operation and thread lifts, among others. Surgical aesthetic treatments typically involve local or full anesthesia, and an extended recovery time. All of our surgical aesthetic treatments are performed in fully equipped operating rooms in our treatment center.
| Treatment | Description | |
| Double Eye Lids Surgery | Enhances the appearance of the eyes by creating or refining double eyelids for symmetry. | |
| Nose Surgery | Change the shape or appearance of the nose by adding fillers or cartilage. | |
| Lip Augmentation | Enhances the volume, shape, or definition of the lips using fillers or implants for a fuller appearance. | |
| Breast Augmentation | Procedures designed to enlarge/reduce or change the shape of the breasts. | |
| Fat Transfer | Transfers fat from one area of the body to another to add volume or improve contours, commonly used for the face, buttocks, or breasts. | |
| Liposuction | Procedure in which excess fatty tissue is removed from a specific part of the body through suction | |
| Lifts & Tucks Operation | Tightens and removes excess skin from various body areas to improve contours and firmness, commonly performed on the face, neck, arms, or abdomen. | |
| Thread lift | Uses dissolvable threads inserted under the skin to lift and tighten sagging facial tissues. |
Due to their complexity, we require all our surgical aesthetic procedures be conducted by highly experienced doctors. We implement a standardized process for treatments to uphold consistent quality and safety standards. Our surgeon, Dr. Benjamin GEORGE Jr., who is also the Medical Director for Alps Medical Centre, graduated from Royal College of Surgeons in Ireland with a Bachelor of Medicine and Surgery (M.B.B.Ch.) and obtained his Fellows of the Royal College of Surgeons FRCS (Ed) Surgery in the Royal College of Surgeons, Edinburgh. With over 30 years of experience in cosmetic, plastic, and reconstructive surgery, he holds an LCP certification and is an active member of several medical associations, including the Malaysian Association of Plastic and Cranio-Facial Surgeons, Academy of Medicine, Malaysia, and Malaysian Medical Association.
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| (B) | Hair Transplant Solutions |
We provide hair transplant procedures, including techniques for natural looking hair, beard, scar revision on scalp, and eyebrow transplantation, as well as other non-surgical hair loss treatments. Factors such as stress, genetics, hormonal imbalances, and environmental pollutants contribute to hair loss. These modern influences, combined with lifestyle choices like poor diet and styling practices, play a significant role in causing hair loss among individuals.
At Alps, we specialize in the follicular unit extraction (FUE) method for hair restoration. This technique involves harvesting hair follicles from a donor area and transplanting them to areas experiencing hair loss. Our approach is tailored to each individual’s needs, ensuring personalized care and optimal results. Unlike the follicular unit transplantation (FUT) method, FUE leaves minimal scarring, making it a preferred option for many clients.
Our medical team consists of highly skilled specialists with extensive experience in hair transplantation. With a track record of thousands of successful procedures, we demonstrate our dedication to achieving excellence in every aspect of our practice. Each patient’s journey begins with a thorough private consultation, during which we conduct a detailed scalp analysis and develop a comprehensive plan tailored to promote hair regrowth.
Our facilities are equipped with technology to maintain the success rates for every graft implanted. Our methodology combines the latest medical advancements with a deep understanding of human biology to optimize the health and longevity of transplanted hair.
We distinguish ourselves from competitors through meticulous processes that include the use of optimal hair holding solutions, growth-promoting nutritional formulas, and precision temperature-controlled environments for graft preservation.
What makes Alps unique is our ability to conduct comprehensive genetic screenings to uncover underlying causes of hair loss related to inherited genes. This service allows us to offer personalized solutions and preventive strategies to slow down or reverse hair loss.
| (C) | General Medical and Wellness Services |
We offer a range of general health and wellness services, including medical consultation, health screenings, cellular therapy and research and COVID-19 testing. For the medical consultations, our doctors will conduct an assessment to provide a diagnosis, medical advice, and offer a relevant treatment plan for our customers. In addition, we offer a comprehensive range of health screenings – such as diabetic screening tests, liver function tests, mineral tests, general tumor markers, lipid profiles, and more, to identify and address potential health concerns.
Additionally, Alps Medical Center provides professional dietetic consultation and guidance. We offer personalized nutritional and dietary advice tailored to individual needs, along with lifestyle recommendations. Our services include specialized weight management programs and one-on-one nutrition coaching. To complement our consultations, we offer a range of supplements, designed to support various health needs and enhance overall well-being.
| (D) | Whole Genome Sequencing (WGS) and Pharmacogenomics |
Apart from the above, we currently offer comprehensive genomic services, specializing in WGS, and are strategically positioned to expand our offerings to include pharmacogenomics. Our services are aimed at personalized healthcare and precision medicine dedicated to empowering individuals and healthcare providers with actionable genetic insights. Leveraging our advance technology and expertise, we offer a wide range of genomic services tailored to meet the diverse needs of our clients.
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Our pharmacogenomics analysis system is currently in the development stage, where we are currently in the process of refining the algorithm required for interpreting genetic data to ensure a comprehensive result generated. We anticipate launching our pharmacogenomics analysis service within a year from the date of this proxy statement/prospectus.
Background of Genetic Sequencing
In living organisms, genetic information is transmitted through deoxyribonucleic acid (DNA), which stores information in linear sequences of chemical bases (adenine (“A”), cytosine (“C”), guanine (“G”), and thymine (“T”)). Within cells, these sequences form pairs in a double helix structure by complementary base pairing. An organism’s entire DNA sequence, its genome, comprises approximately three billion base pairs in humans. The arrangement of these bases on the DNA molecule creates the genetic code, which contains instructions for protein synthesis and regulating biological functions. DNA replication, transcription, and translation are essential biological activities that depend on the structure and function of DNA.
Genetic sequencing involves determining the sequence of nucleotide bases (A, C, G, or T) in a sample, comprising three main phases: sample preparation, sequencing, and raw data analysis. Initially, during sample preparation, the target genome is fragmented into smaller pieces or amplified, depending on the available DNA amount. In the sequencing phase, individual bases within each fragment are identified, forming sequence reads, with the length of contiguous bases termed “read length”. Sequencing throughput is calculated as the product of the number of sequence reads and their average length. Subsequently, bioinformatics tools are used in the analysis phase to align overlapping reads, reconstructing the original genome sequence.
Exploring genomes aids in understanding biological inheritance, developmental processes, and normal and pathological cell and organism states. Genetic variability contributes to individual differences, including traits like eye color and blood type, and influences disease susceptibility, such as cancer, heart disease, or diabetes. Moreover, genetic variability affects individual responses to drug therapies.
Genetic sequencing, the foundation of WGS and Pharmacogenomics, provides insights into biological inheritance, disease susceptibility, and individual responses to drug therapies. As healthcare trends shift towards personalized medicine, integrating genomic data enables more precise predictive outcomes and treatment strategies. This transition towards precision-personalized medicine promises earlier disease detection, reduced healthcare costs, and optimized treatment efficacy, ultimately enhancing patient quality of life.
Current genomic testing offers insights into disease predisposition and medication response based on an individual’s unique genetic makeup. Researchers recognize the genomics potential, facilitating health assessment, early disease detection, treatment selection, monitoring treatment response, and identifying adverse effects.
Overview of Pharmacogenomics
Pharmacogenomics is an innovative approach that customizes treatment strategies to improve the effectiveness and safety of drug prescriptions. This field acknowledges the impact of genetic backgrounds on drug responses, highlighting the significance of personalized medicine. It offers the potential in optimizing drug therapy by tailoring treatments to each patient’s genetic profile based on the understanding that genetic differences among individuals influence how their body respond to medications of specific drug.
The primary goals and applications of pharmacogenomics are multifaceted. Firstly, it aims to optimize drug therapy by tailoring treatments based on a patient’s genotype, with the ultimate goal of achieving maximum efficacy while minimizing adverse effects. Additionally, pharmacogenomics contributes to the advancement of precision medicine, shifting away from the traditional “one-dose-fits-all” approach towards personalized medicine, where drugs are optimized for specific subsets of patients or even customized to an individual’s unique genetic profile. Furthermore, pharmacogenomics plays a crucial role in reducing trial and error in medication management by providing physicians with genetic insights to make informed decisions about drug dosages. This approach not only minimizes trial-and-error but also provides explanations for past treatment failures, paving the way for more effective and personalized healthcare interventions.
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Market Industry
The global DNA sequencing market is projected to reach USD 23.56 billion by 2026, with a compound annual growth rate (CAGR) of 20.85% from 2021.12 The demand for services facilitating the sequencing of the entire human genome is increasing, driven by the need to convert vast amounts of raw genetic data into medically valuable insights. Automation in pre-sequencing protocols, post-sequencing protocols, and data analysis is expected to positively impact the whole genome sequencing (WGS) market. Additionally, the adoption of novel platforms for personalized medicine development at a genetic level is anticipated to drive demand for WGS in the coming years.
The demand for disease management, prevention, and treatment, along with advancements in bioinformatics, will further fuel the market, aligning with Alps’ core focus on utilizing in-house WGS capabilities. Additionally, the global rise in cancer prevalence and the availability of advanced healthcare facilities are expected to drive market growth. According to GLOBOCAN 2020, new cancer cases are projected to increase from 192,927,89 in 2020 to 288,879,40 by 2040, thereby stimulating cancer research and accelerating growth in the Next-Generation Sequencing (NGS) market.
The Problem
The challenges inherent in conventional treatments are multifaceted:
| ● | The pervasive use of conventional, uniform treatment modalities has led to widespread drug resistance, diminishing the efficacy of therapies provided to patients. This “one-size-fits-all” approach fails to account for the individual variability in drug response, leading to suboptimal outcomes. |
| ● | In oncology, the majority of diseases are associated with genetic mutations, some of which are hereditary. These life-threatening conditions are seldom detected during the initial stages when interventions could be more effective. Targeted treatment on specific genetic mutations potentially minimize treatment needed. |
| ● | Finding the right medication often involve a lengthy process of trial and error. Prolonged trial and error delay achieving the desired therapeutic outcomes, while patient’s condition may worsen and potentially leading to complications that could have been avoided with more immediate effective treatment. Furthermore, this can also put a strain on healthcare resources. |
Advancements in Genomic Sequencing
Personalized medicine represents a paradigm shift in healthcare, aiming to tailor medical treatments to the unique needs of individual patients. This specialized field holds promise for the future expansion of genomic sequencing technologies, offering unprecedented insights into disease susceptibility, treatment efficacy, and patient outcomes. Ongoing research in evolutionary biology is leveraging genomic sequencing to deepen our understanding of disease susceptibility and predict individual responses to medications. By deciphering the intricate genetic makeup of patients, genomic sequencing emerges as an invaluable tool in driving healthcare advancements and improving patient care.
Personalized targeted sequencing plays a crucial role in accelerating the identification of mutations and pinpointing cancer targets or pathways, facilitating the development of pharmacological treatments. The integration of NGS protocols into global-scale projects is leading to the generation of new foundational knowledge in oncology precision medicine.
12 Research and Markets. (November 16, 2022). Global DNA Sequencing Market to Grow by $23.56 Billion During 2022-2026 - ResearchAndMarkets.com. Business Wire. Retrieved from https://www.businesswire.com/news/home/20221116005663/en/ Global-DNA-Sequencing-Market-to-Grow-by-23.56-Billion-During-2022-2026---ResearchAndMarkets.com
13 Please refer to https://www.technavio.com/report/next-generation-sequencing-market-size-industry-analysis
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Alps’ subsidiary, MyGenome, is leveraging on its current WGS analysis pipeline by integrating pharmacogenomics analysis into the existing framework. While our in-house WGS analysis has traditionally focused on analyzing patients’ traits and wellness, this integration represents a groundbreaking leap forward in genetic analysis capabilities. By incorporating insights into the characteristics of drug treatment for individual patients, we achieve a more comprehensive understanding of each individual’s genetic profile. This holistic approach not only enhances our ability to provide personalized healthcare but also enables us to offer tailored treatment strategies based on an individual’s unique genetic makeup. This integration promises to revolutionize genomic analysis, empowering both patients and healthcare providers with actionable insights for optimized treatment outcomes and patient safety.
Effectiveness of Pharmacogenomics
| 1. | Optimization of Therapeutics: Pharmacogenomics testing has demonstrated its potential in optimizing therapeutics. From genetic variations, pharmacogenomic analysis can enhance treatment efficacy and safety, ensuring that medications are tailored to individual genetic profiles for improved outcomes. |
| 2. | Reducing Adverse Drug Reactions (ADRs): Pharmacogenomics analysis enables the identification of risk of ADRs based on an individual’s genetic profiles. Predictive capability from pharmacogenomics analysis can significantly reduce the incidence of ADRs which may lead to hospitalization or death. |
| 3. | Personalized Medicine: Unlike traditional approaches that rely on population averages, pharmacogenomics testing predicts medication responses based on an individual’s genetic variations. This personalized approach ensures that treatments are tailored to each patient’s genetic makeup, optimizing effectiveness and minimizing adverse reactions. By offering insights into how genetic variations of an individual handle a specific drug differently, pharmacogenomics testing enables personalized medication selection and dosage, leading to improved treatment outcomes and patient safety. |
Our Methodology
WGS allows for genetic assessment, delivering comprehensive insights by mapping the entire DNA sequence. For individual’s intent on uncovering their complete genetic profile, WGS requires just a one-time analysis. This methodology is a foundational element in the evolution of personalized medicine, offering clarity on the functions and variations of genes. Our services efficiently furnish detailed genetic information that can be pivotal in transforming patient-specific treatment modalities, refining existing drugs and therapies, and even paving the way for curing diseases.
Leveraging public established genetic data, our WGS technology decodes every segment of the genome, including the often-overlooked intronic regions, as well as the coding exons. With the capacity to promptly generate data comprising billions of base pairs at a 30x read depth, we produce what can be considered clinical-grade data. We believe that the comprehensive scope and the non-discriminatory nature of our genomic analysis means that clinical-grade whole-genome sequencing (cWGS) is on the cusp of setting a new standard in medical practice, with the potential to be integrated as a routine element in clinical diagnostics.
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Figure 24. Comparative Analysis of SNP Genotyping, Whole Exome Sequencing (WES), and WGS in Precision Medicine.
Moreover, we are utilizing a platform that merges raw genomic data with sophisticated bioinformatics software, known as novoClinic. This platform equips end users with the means to optimize health and wellness decisions by granting them access to an in-depth understanding of their genetic makeup. It provides actionable insights that are both relevant and tailored to individual health profiles, enabling users to make informed choices about their well-being.
Our process begins with the collection of a blood sample from the patient. Subsequently, the blood sample undergoes processing, during which DNA is extracted. This extracted DNA is then subjected to WGS to obtain the raw genetic data. Following this, a comprehensive genetic analysis is conducted on the obtained data, enabling the identification of genetic variations.
These genetic variations are then interpreted in the context of pharmacogenomics markers and drug-gene interactions. This interpretation process allows us to derive actionable insights that inform decision-making processes, including personalized medication selection, dosage adjustments, or tailored treatment plans for individual patients, optimizing therapeutic outcomes and enhancing patient safety and efficacy. A comprehensive report of the testing results will be generated. We utilize the findings from the pharmacogenetic test, in conjunction with other pertinent information about the patient’s condition, to tailor their treatment regimen or make adjustments as necessary. This may involve recommending the most suitable type of medication for their body and determining the optimal dosage to maximize therapeutic benefits. Additionally, the test results can help predict whether the client is likely to experience any adverse side effects from certain medications. Should the test results indicate that a particular medication is not well-suited, we will explore alternative treatment options that may better suit the genetic makeup and medical needs.
NovoClinic is the analysis software used for our whole genome sequencing data. NovoClinic is a platform for NGS targeted sequence analysis, focusing on personalized medicine. It is a patient-centric NGS targeted sequence analysis platform that provides integrated sample tracking for quality control and compliance. This software resolves the burden of data mining and interpretation, allowing researchers to focus on genetic changes and mutations. NovoClinic allows built-in customizable analysis of pipeline including data trimming, sequence alignment, variant calling and variant annotation from various established databases including GWAS, clinvar, dbSNP, COSMIC, etc., to generate both wellness and clinical reports.
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Our Unique Capabilities
We believe our services impart the following unique capabilities, which serve as the core tenets for the development:
Built-in customizable analysis of pipeline: Having our built-in customizable analysis pipeline for whole genome sequencing empowers our researchers with:
| ● | Flexibility: customizable pipelines allow researchers to tailor the analysis workflow to their specific research questions, experimental design, and data characteristics; | |
| ● | Efficiency: customizable pipelines streamline the analysis process by automating repetitive tasks and integrating multiple analysis steps into a coherent workflow. This automation reduces the manual effort required for data processing, analysis, and result interpretation, allowing researchers to focus on higher-level tasks and insights, scalability, integration, community support, and adaptability, enabling comprehensive and customized analysis of genomic data for various research and clinical applications; and | |
| ● | Adaptability: our researchers are able to incorporate updates, improvements, and new features into the pipeline as advances in technology, algorithms, and genomic knowledge emerge, ensuring that the analysis workflow remains current and relevant. |
In-House Laboratory: Equipped with our own laboratory facilities, we have full control over the entire genetic testing process. This ensures the highest standards of quality control, confidentiality, and efficiency in delivering results to our clients. By managing the entire testing process in-house, we can expedite turnaround times and maintain the integrity of the genetic data, enhancing the overall reliability and accuracy of our services.
High accuracy: The DNBSEQ™ WGS sequencer, which is our current genetic sequencing tool is designed to provide high sensitivity and accuracy for each base detected during sequencing for reliable data generation. According to the specifications and performance benchmarks provided by MGI Tech Co., Ltd , the sequencer is anticipated to achieve an SNP and Indel calling rate of 99.9% and 99%, respectively, along with a decreased duplication rate of less than 2 percent, and an almost negligible Index mis-assignment rate.
Competition
The biotechnology sector, particularly the cell therapy segment, is characterized by rapid technological advancements, intense competition, and a strong focus on intellectual property. Despite our belief in the competitiveness of our approach, strategy, technology, knowledge, and experience, we face significant competition both in our current product development pipeline and in potential future product candidates. Competitors include major pharmaceutical and biotechnology companies, academic research institutions, governmental agencies, and public/private research institutions worldwide. Many of these competitors possess greater financial resources and expertise across various stages of product development, from research and development to regulatory approval and marketing. Mergers and acquisitions within the industry may further concentrate resources among fewer competitors, while smaller or early-stage companies could also pose significant competition, either independently or through partnerships with larger entities.
Competition extends beyond product development to areas such as recruitment and retention of scientific and management talent, establishing clinical trial sites, patient enrollment, and acquiring complementary technologies. Consequently, competitors may introduce products that are safer, more effective, have fewer side effects, are more convenient, or are less expensive than ours, potentially reducing or eliminating our commercial opportunity. Rapid regulatory approvals by competitors could also result in them establishing a dominant market position before we can enter. Key factors influencing the success of our programs include efficacy, safety, convenience, pricing, and reimbursement considerations.
We aim to research and develop cell-based therapies for a broader spectrum of diseases, including cancers, general wellness, and anti-aging, demonstrating a more expansive and inclusive approach to addressing health and wellness challenges.
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Additionally, the aesthetic and beauty-related care industry in Malaysia is highly competitive. We face competition from various providers of cosmetic and aesthetic services, including aesthetic medical clinics and private hospitals. Furthermore, some of our competitors, such as private hospitals, have a longer operating history with stronger financial strength and more resources compared to us.
Competitive Strengths
We believe that we possess numerous competitive advantages. These strengths include:
| ● | Regional Efficacy and Efficiency: Alps is strategically positioned to deliver highly effective and efficient vaccines tailored for the Southeast Asian region. By understanding the unique epidemiological landscape and healthcare infrastructure of the region, Alps aim to develop vaccines that address specific regional needs, thereby enhancing their efficacy and impact. | |
| ● | Proprietary Platform Technology: Alps possesses its own development platform, enabling the rapid and streamlined production. This proprietary platform allows for faster turnaround times from product conceptualization to market launch, providing a competitive edge in responding to emerging infectious diseases and public health crises. | |
| ● | Strategic Location in Malaysia: Malaysia’s status as a member of the Pharmaceutical Inspection Cooperation Scheme (PICs) enhances Alps’ regulatory capabilities and facilitates smoother international collaborations. The country’s favorable regulatory environment and infrastructure support expedited approval processes, enabling Alps to bring product candidates to market more efficiently. | |
| ● | Cost Effectiveness: Alps prioritizes cost-effectiveness in product development and manufacturing processes across all pipelines and our services. Through efficient resource utilization, streamlined operations, and strategic partnerships, Alps aims to deliver high-quality products and services at competitive prices, making them accessible to a broader population. | |
| ● | Expertise and Talent: Alps boasts a multidisciplinary team comprising experts in various fields, including scientific research, clinical trials, manufacturing, business development, and leadership. This diverse talent pool brings together extensive experience and knowledge in biotechnology, platform research, drug discovery, and development, enabling Alps to innovate and excel in the various competitive markets. | |
| ● | Tax Incentives: Malaysia’s favourable tax policies and incentives further enhance Alps’ competitive advantage. Lower taxes and investment incentives encourage business growth and innovation, allowing Alps to allocate resources more efficiently towards research and development efforts. |
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Medical Tourism in Malaysia
Malaysia has emerged as a premier destination for medical tourism, attributed to its provision of high-quality services, competitive medical rates, and access to advanced medical facilities. The government has implemented various initiatives to promote healthcare travel, aiming to bolster Malaysia’s reputation as a hub for top-notch healthcare by enhancing medical treatment quality, embracing medical digitization, and ensuring affordability.
Chart 1 and 2 illustrate a consistent upward trend in both Malaysia’s revenue and the number of tourists visiting for medical purposes from 2015 (859,000 travelers, USD 205 million) to 2019 (1.2 million tourists, USD 382 million) according to the statistics reported by the Malaysian Healthcare Travel Council.14
The majority of medical tourism in Malaysia is facilitated through private medical facilities, offering a wide range of services including dental care, cosmetic surgery, elective surgery, and reproductive therapy. Malaysia distinguishes itself by integrating both modern and traditional medical practices within its healthcare sector. The enactment of the Traditional and Complementary Medicine Act 2016 exemplifies Malaysia’s commitment to integrating traditional and complementary medicine into its healthcare system, ensuring the delivery of high-quality care through proper registration and education of practitioners. This has contributed to the growing popularity of traditional and complementary medicine among medical tourists seeking alternative yet safe treatments for various ailments.
In addition, the Malaysia Healthcare Travel Industry Blueprint 2021-2025 established by the Malaysia Healthcare Travel Council (MHTC) outlines a strategic roadmap for the development and enhancement of the healthcare travel sector in Malaysia over the next five years. This blueprint aims to leverage Malaysia’s strengths in healthcare to position the country as a leading destination for medical tourism globally. Its key strategies include improving the quality of medical care, digitizing the patient journey and continuing efforts to be a world-leading destination that provides affordable medical offerings to healthcare travelers.
Malaysia’s excellence in healthcare has garnered international recognition, with accolades such as being named the ‘Best Country in the World for Healthcare’ by US-based International Living magazine from 2015 to 2017 and in 2019. Additionally, the UK-based International Medical Travel Journal recognized Malaysia as the ‘Destination of the Year’ for healthcare travel from 2015 to 2017, coinciding with the milestone achievement of one million medical tourism arrivals in Malaysia in 2017.
14 Please see: https://www.mhtc.org.my/statistics/
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Description of Properties
As of the date of this proxy statement/prospectus, we currently occupy the following properties:
| Company Name | Address | Purpose | Tenancy Period | Monthly Rental | ||||
| Alps Global Holding Berhad | Suites 02-07 & 02-08, 2nd Floor, Menara See Hoy Chan, No. 374, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. | Holding and management company (approx. 3,606 sq. ft.) | 1 January 2022 to 31 December 2024 | RM 11,358.90 (approximately US$ 2,409.35) | ||||
| Celestialab Sdn. Bhd. | Suites G-05, Ground Floor Menara See Hoy Chan, No. 374, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. | Cell manufacturing lab, R&D (approx. 5,301 sq. ft.) | 1 March 2022 to 28 February 2025 | RM 22,529.25 ((approximately US$ 4,778.71) | ||||
| MyGenome Sdn. Bhd. | Suites G-03 & G-04, Ground Floor, Menara See Hoy Chan, No. 374, Jalan Tun Razak, 50400, Kuala Lumpur, Malaysia. | Molecular lab, R&D (approx. 4,853 sq. ft.) | 1 March 2022 to 28 February 2025 | RM 20,625.25 (approximately US$ 4,368.37) | ||||
| Alpscap Berhad | E-18-01 & E-18-02, Level 18, The ICON, No 1, Jalan 1/68F, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. | HQ office (approx. 14,180 sq. ft.) | 1 July 2023 to 30 June 2026 | RM 63,810.00 (approximately US$ 13,534.84) | ||||
| TMC Global Holding Sdn. Bhd. | Suite 02-06, 2nd Floor Menara See Hoy Chan , No. 374, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. | Wellness center focusing on hair transplant, men’s health, joint & knee pain relief, aesthetics center (approx. 3,691 sq. ft.) | 1 December 2021 to 30 November 2024 | RM 11,626.65 (approximately US$ 2,464.19) | ||||
| TMC Global Holding Sdn Bhd | Suite 02-05, 2nd Floor Menara See Hoy Chan, No. 374, Jalan Tun Razak, 50400 Kuala Lumpur | Medical centre (approx. 2,168 sq. ft.) | 1 April 2024 to 31 March 2027 | RM11,444.90 (approximately US$ 2,424.77) | ||||
| TMC Global Holding Sdn. Bhd. | Suites 02-03 & 02-04, 2nd Floor Menara See Hoy Chan, No. 374, Jalan Tun Razak, 50400 Kuala Lumpur | Ambulatory care center for cellular therapy and plastic surgery (approx. 6,116 sq. ft.) | 1 December 2021 to 30 November 2024 | RM 11,626.65 (approximately US$ 2,464.19) |
[Exchange Rate: USD 1.00 = MYR 4.72]
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cGMP Facility
Celestialab’s cGMP facility, located at Suites G-03 & G-04, Ground Floor, Menara See Hoy Chan, No. 374, Jalan Tun Razak, 50400 Kuala Lumpur, is equipped with the capacity to manufacture our cell therapy product candidates. Our cleanrooms for sterile manufacturing of cellular products adhere to the cGMP standards of the Pharmaceutical Inspection Co-operation Scheme, ISO cleanroom guidelines, and WHO guidelines on GMP, ensuring compliance and quality in our manufacturing processes.
Figure 25. Celestialab’s cGMP facility.
Intellectual Property
We strive to protect the proprietary technology that we believe is important to our business, including seeking and maintaining patents intended to cover our product candidates and technologies that are important to the development of our business, either directly or in collaboration with third parties. We also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection, as well as know-how, trademarks, continuing technological innovation and in-licensing opportunities to develop and maintain its proprietary position. We have not sought but may in the future seek appropriate patent protection for our product candidates, as well as other proprietary technologies and their uses by filing patent applications in Malaysia, the U.S. and other select countries.
Patent License
On March 31, 2021, Alps Global Holding Berhad entered into a lease agreement with Celestialab Sdn. Bhd. (“Lease Agreement”), pursuant to which Alps Global Holding Berhad granted Celestialab Sdn. Bhd. a right to use a patented process, specifically the dual channel – liposuction system for the collection and separation of adipose tissue-derived primary stem cells (the “Patent”), for a term of 10 years commencing on March 31, 2021 and expiring on March 31, 2031. Under this Lease Agreement, Celestialab Sdn. Bhd. is required to pay Alps Global Holding Berhad a monthly fee of RM12,500.00 (approximately US$2,612.88). Celestialab Sdn. Bhd. is a wholly-owned subsidiary of Alps Global Holding Berhad and utilizes the Patent in the course of its health and wellness business activities. The Lease Agreement was established and entered to ensure that this Celestialab’s usage of the patent is conducted on arm’s length, to comply with transfer pricing regulations in Malaysia.
On March 3, 2024, Alps entered into a patent license agreement with Dr. THAM Seng Kong, pursuant to which Alps received (i) an exclusive, royalty-free and non-transferable right and license ten (10) patents co-owned by Dr. THAM Seng Kong and the other individuals, as detailed in the table below, and (ii) the right to use, license, sublicense, manufacture, produce, develop, market and/or sell the licensed products and licensed processes. Unless otherwise agreed upon by the parties, the term of the patent license is for the life and duration of the licensed patents from the date of the patent license agreement, including any renewals subsequently granted for each licensed patent.
| Description of the Patent | Patent No./Application No. | Patentee | Expiration Date | Jurisdiction Covered | ||||
A kind of cell-penetrating peptide-acetyl group Argireline nano-emulsion and preparation method thereof |
CN108714111A | Yang Yong Peng Tham Seng Kong Ding KeXiang |
May 5, 2038 | China | ||||
| A hierarchical extraction element that is arranged in external cell culture liquid skin cell growth factor | CN214345637U | Yang Yong Peng Tham Seng Kong Ding KeXiang |
January 28, 2031 | China | ||||
| Instrument for rapidly extracting and separating stem cell exosomes | CN212476724U | Tham Seng Kong Yang Yong Peng Ding KeXiang |
June 1, 2030 | China | ||||
For the fat-derived primary stem cell collection piece-rate system of binary channels of human body liposuction |
CN207452106U | Tham Seng Kong Yang Yong Peng Ding KeXiang |
June 27, 2027 | China | ||||
Synchronous multi-person continuous automatic infusion system capable of keeping constant temperature for stem cell exosomes |
CN219963615U | Tham Seng Kong Ding KeXiang |
May 16, 2033 | China | ||||
Rapid preparation instrument for skin external stem cell membrane dressing loaded with cell growth support |
CN217014449U | Tham Seng Kong Ding KeXiang |
January 19, 2032 | China | ||||
| Device for simply and rapidly preparing nanoemulsion | CN219111470U | Tham Seng Kong Ding KeXiang Ding Yu |
December 28, 2032 | China | ||||
A continuous grading extraction system for natural bioactive peptide |
CN219804616U | Tham Seng Kong Ding KeXiang |
October 10, 2033 | China | ||||
Liquid gel spray preparation and treatment system for stem cell exosomes and secretion factors |
CN218687190U | Tham Seng Kong Ding KeXiang |
June 30, 2032 | China | ||||
Liquid stem cell temperature-sensitive gel spraying operation system with adjustable cell density |
CN217854156U | Tham Seng Kong Ding KeXiang |
April 28, 2032 | China |
On March 3, 2024, Alps entered into a patent license agreement with YANG YongPeng, pursuant to which Alps received (i) an exclusive, royalty-free and non-transferable right and license four (4) patents co-owned by YANG YongPeng and other individuals, as detailed in the table below, and (ii) the right to use, license, sublicense, manufacture, produce, develop, market and/or sell the licensed products and licensed processes. Unless otherwise agreed upon by the parties, the term of the patent license is for the life and duration of the licensed patents from the date of the patent license agreement, including any renewals subsequently granted for each licensed patent.
| Description of the Patent | Patent No./Application No. | Patentee | Expiration Date | Jurisdiction Covered | ||||
| A kind of cell-penetrating peptide-acetyl group Argireline nano-emulsion and preparation method thereof | CN108714111A | Yang Yong Peng Tham Seng Kong Ding KeXiang |
May 5, 2038 | China | ||||
| A hierarchical extraction element that is arranged in external cell culture liquid skin cell growth factor | CN214345637U | Yang Yong Peng Tham Seng Kong Ding KeXiang |
January 28, 2031 | China | ||||
| Instrument for rapidly extracting and separating stem cell exosomes | CN212476724U | Tham Seng Kong Yang Yong Peng Ding KeXiang |
June 1, 2030 | China | ||||
| For the fat-derived primary stem cell collection piece-rate system of binary channels of human body liposuction | CN207452106U | Tham Seng Kong Yang Yong Peng Ding KeXiang |
June 27, 2027 | China |
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On March 3, 2024, Alps entered into a patent license agreement with DING KeXiang. In consideration for an aggregate payment of Five Million Chinese Yuan (CNY5,000,000.00) (approximately US$696,262) by Alps, DING KeXiang has granted Alps (i) an exclusive, royalty-free and non-transferable right and license fifteen (15) patents co-owned by DING KeXiang and other individuals, as detailed in the table below, and (ii) the right to use, license, sublicense, manufacture, produce, develop, market and/or sell the licensed products and licensed processes. Unless otherwise agreed upon by the parties, the term of the patent license is for the life and duration of the licensed patents from the date of the patent license agreement, including any renewals subsequently granted for each licensed patent.
| Description of the Patent | Patent No./Application No. | Patentee | Expiration Date | Jurisdiction Covered | ||||
A kind of cell-penetrating peptide-acetyl group Argireline nano-emulsion and preparation method thereof |
CN108714111A | Yang Yong Peng Tham Seng Kong Ding KeXiang |
May 5, 2038 | China | ||||
| A hierarchical extraction element that is arranged in external cell culture liquid skin cell growth factor | CN214345637U | Yang Yong Peng Tham Seng Kong Ding KeXiang |
January 28, 2031 | China | ||||
| Instrument for rapidly extracting and separating stem cell exosomes | CN212476724U | Tham Seng Kong Yang Yong Peng Ding KeXiang |
June 1, 2030 | China | ||||
For the fat-derived primary stem cell collection piece-rate system of binary channels of human body liposuction |
