Globalink Investment Inc. *

PROPOSED BUSINESS COMBINATION: Alps Global Holding Berhad

ENTERPRISE VALUE: $1.6 billion

ANTICIPATED SYMBOL: TBD

Globalink Investment Inc. entered into a definitive merger agreement with Alps Global Holding Berhad

• Alps Global Holding Berhad is a fully-integrated biotechnology research, medical and wellness company dedicated to the development of personalized medicine using cutting-edge technologies such as genomics DNA, mRNA, and cellular therapy, to pave the way for the next key phase in healthcare.

EXTENSION – 12/6/24 – LINK

• The SPAC approved the extension from December 9, 2024 to June 9, 2025.
  • 2,285,056 shares were redeemed.
  • $60K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 9/3/24 – LINK

• The SPAC entered into additional agreements for PIPE shares for $200k at $10.00/Share.

SUBSEQUENT EVENT – 6/11/24 – LINK

• On June 4 and June 5, 2024, Globalink, Alps Holdco, and PubCo signed subscription agreements with two investors for a private placement.
  • Under these agreements, PubCo will sell ordinary shares at $10.00 each for a total of $40,000,000.

SUBSEQUENT EVENT – 5/24/24 – LINK

• The outside date was amended to 6-months from the time of the amended merger agreement (11/20/2024)
• The SPAC can now terminate the merger agreement if 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

TRANSACTION

• The transaction values Alps at an enterprise value of US$1.6 billion.
• The transaction is expected to close in Q2 of 2024.
• The combined company will be named “Alps Life Science Inc.” and is expected to be listed on Nasdaq.
• All Alps shareholders will roll 100% of their equity holdings into the new combined company.
• The respective boards of directors of Alps and Globalink have approved the transactions contemplated by the Merger Agreement.

SPAC FUNDING

• Globalink will enter into subscription agreements with certain investors for an aggregate amount to be determined.
• On June 4 and June 5, 2024, Globalink, Alps Holdco, and PubCo signed subscription agreements with two investors for a private placement.
  • Under these agreements, PubCo will sell ordinary shares at $10.00 each for a total of $40,000,000. – LINK
  • The SPAC entered into additional agreements for PIPE shares for $200k at $10.00/Share. – LINK

EARNOUT

• Company:
  
  • Alps shareholders will also have a contingent right to receive up to an additional 48 million additional shares as shares of Globalink’s common stock. The Earnout Shares shall be earned and payable as follows:
    • (i) if, during Alps’ first full fiscal year following the date of Closing, the consolidated revenue of Globalink and Alps and its subsidiaries that is attributable to: (A) sales by Globalink and Alps and its subsidiaries (present and future); and (B) revenue from any joint venture or entity in which the Globalink and/or Alps or any of its subsidiaries has made an equity investment, exceeds $7,000,000, the Alps shareholders shall be issued an additional 9,600,000 shares of Globalink’s common stock,
    • (ii) if during Alps’ second full fiscal year following the date of Closing, the Revenue exceeds $14,000,000, the Alps shareholders shall be issued an additional 9,600,000 shares of Globalink’s common stock,
    • (iii) if during Alps’ third full fiscal year following the date of Closing, the Revenue exceeds $23,000,000, the Alps shareholders shall be issued an additional 9,600,000 shares of Globalink’s common stock,
    • (iv) if during Alps’ fourth full fiscal year following the date of Closing, the Revenue exceeds $34,000,000, the Alps shareholders shall be issued an additional 9,600,000 shares of Globalink’s common stock,
    • (v) if during Alps’ fifth full fiscal year following the date of Closing, the Revenue exceeds $56,000,000, the Alps shareholders shall be issued an additional 9,600,000 shares of Globalink’s common stock.
  • As an example, if the Surviving Company achieves a Revenue of $6,000,000 in the first full fiscal year, the Earn-Out Shares for the first full fiscal year will not be issued as the Revenue target has not been achieved. However, if the Surviving Company achieves Revenue of $15,000,000 in the second full fiscal year, the Company Shareholders shall be entitled to receive the Earn-Out Shares for the first full fiscal year (Relevant Fiscal Year) as well as the second full fiscal year (Subsequent Fiscal Year).

LOCK-UP

• Company and Sponsor:
  • The shares will be locked up until as follows:
    • 10% of the lock-up share will be released 6-months from the Closing,
    • an additional 20% of the lock-up shares will be released 9-months from the Closing,
    • an additional 30% of the lock-up shares will be released 12-months from the Closing, and
    • the last 40% of the lock-up shares will be released 15-months from the Closing.

NOTABLE CONDITIONS TO CLOSING

• Globalink and Alps Global shareholder approvals
• Globalink having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger.

NOTABLE CONDITIONS TO TERMINATION [Amended]

• The Merger Agreement may be terminated:
  • by either Globalink or Alps if the Transactions are not consummated on or before the six-month anniversary of the Merger Agreement (the “Outside Closing Date”), provided that, if the SEC has not declared the Form S-4 effective on or prior to the five-month anniversary of the Merger Agreement, then the Outside Closing Date will be extended by one additional month, and
    • The outside date was amended to 6-months from the time of the amended merger agreement (11/20/2024)
  • by Globalink in the event that Alps does not deliver to Globalink the Final December 31, 2023 Financial Statements on or prior to April 30, 2024 or such further period as mutually agreed upon between Globalink and Alps in writing.
    • The SPAC can now terminate the merger agreement if 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

ADVISORS

• Alps Global Advisors:
  
  • Darryl, Edward & Co.is serving as legal advisor
• Globalink Advisors:
  • Hunter Taubman Fischer & Li LLC is serving as legal advisor

The below-announced combination was terminated on 3/14/23.

PROPOSED BUSINESS COMBINATION: Tomorrow Crypto Group Inc. [Terminated]

ENTERPRISE VALUE: $310 million

ANTICIPATED SYMBOL: tbd

Globalink Investment Inc. proposes to combine with Tomorrow Crypto Group Inc. a Bitcoin/Ethereum (“ETH”) mining company in the United States dedicated to becoming a vertically-integrated provider of cryptocurrency mining infrastructure and services in the global blockchain ecosystem.

• Tomorrow Crypto is a Bitcoin/Ethereum (“ETH”) mining company in the United States dedicated to becoming a vertically integrated provider of cryptocurrency mining infrastructure and services in the global blockchain ecosystem.
• By leveraging its high-powered computers and mining rigs to solve complicated mathematical formulas, Tomorrow Crypto expects to generate Bitcoins/ETHs, and validate and verify the digital transactions onto the global blockchain ledger system.
• Tomorrow Crypto plans to establish and provide critical mining infrastructure at mining facilities for prospective institutional-grade clients to mine Bitcoins/ETHs.
• Led by industry veteran and Chief Executive Officer, Mingliu Wang, Tomorrow Crypto believes it is well positioned to operate and grow in a constantly evolving environment based on the proliferation of Bitcoin and cryptocurrencies in general.
• Following completion of the transaction, the combined company will be named “Tomorrow Crypto Group Holding Inc.” and is expected to be listed on Nasdaq.

EXTENSION – 12/4/23 – LINK

• The SPAC approved the extension from December 9, 2023 to December 9, 2024.
  • 2,180,738 shares were redeemed for $10.82 per share.
  • $60K per month will be deposited into the trust account.

EXTENSION – 3/10/23 – LINK

• The SPAC approved the extension from March 9, 2023 to September 9, 2023, followed by three one-month extensions from September 9, 2023 to December 9, 2023.
  • 6,756,695 shares were redeemed.
  • $390,000 for each three-month extension and $130,000 for each one-month extension will be deposited into the trust account.

TRANSACTION

• The transaction values Tomorrow Crypto at an enterprise value of [$310 million – note that the press release says $310M and the 8K says $210 million] and is expected to deliver up to $131,725,000 of gross proceeds, including up to $116,725,000 of cash held in Globalink’s trust account (depending on the amount of redemptions by Globalink’s public stockholders) and $15,000,000 from a concurrent PIPE investment of Series A Convertible Preferred Stock and warrants of Globalink.
• Net proceeds from the transaction are anticipated to be used for working capital, growth capex, and other general corporate purposes.
• The transaction includes an earn-out provision permitting Tomorrow Crypto stockholders to receive up to an aggregate maximum of 10 million additional shares as and when the business meets certain incremental milestones for the number of ASIC mining machines successfully installed, commissioned and placed in operation.
• All Tomorrow Crypto stockholders will roll 100% of their equity holdings into the new combined company.
• Upon consummation of the transaction, the current stockholders of Tomorrow Crypto will become the majority stockholders of the combined company with an approximately 63.25% ownership (taking into account the full issuance of the earn-out shares); the PIPE investors will own approximately 3.40% and all existing stockholders of Globalink are expected to own approximately 33.35% of the combined company, assuming no redemption by Globalink’s public stockholders.

PIPE

• Globalink entered into subscription agreements with certain accredited investors pursuant to which the Subscribers have agreed to purchase an aggregate of $15,000,000 shares of Series A Convertible Preferred Stock with an aggregate face value of $16,666,667.
• The PIPE Preferred Shares will have a 10% monthly compound dividend and a conversion price of $10.00 per share, subject to certain downward adjustments described therein, and will be both redeemable and subject to forced conversion under certain conditions.
• In connection with the purchase of the PIPE Preferred Shares, Globalink will also issue warrants of Globalink to purchase that number of shares of Globalink common stock equal to the number of shares of Globalink common stock into which the PIPE Preferred Shares are convertible based on the Closing date conversion price.
• The PIPE Warrants will have a term of five years and an exercise price of $11.50, subject to certain downward adjustments.

EARNOUT

Company Earnout:

• The transaction includes an earn-out provision permitting Tomorrow Crypto stockholders to receive up to an aggregate maximum of 10 million additional shares as and when the business meets certain incremental milestones for the number of ASIC mining machines successfully installed, commissioned and placed in operation.
• The Earnout Shares shall be earned and payable as follows:
  • (i) one million Earnout Shares upon 3,000 ASIC mining machines being successfully installed, commissioned and placed in operation; and
  • (ii) an additional one million Earnout Shares for each additional group of 2,000 ASIC mining machines installed, commissioned and placed in operation, upon the earlier of the Closing and the applicable dates of achievement of the foregoing milestones.

TREATMENT OF TOMORROW CRYPTO SECURITIES

Conversion of Tomorrow Crypto Common Stock:

• Each share of Tomorrow Crypto common stock shall be converted into the right to receive a number of shares of Globalink common stock equal to $210 million divided by the number of fully-diluted Tomorrow Crypto shares divided by $10.00 (subject to the withholding of the Escrow Shares).

Conversion of Merger Sub Common Stock:

• Each share of common stock, par value $0.0001 per share, of Merger Sub will be converted into and become one newly issued share of Tomorrow Crypto common stock.

GLOBALINK EQUITY INCENTIVE PLAN

• Prior to the Closing, Globalink will adopt a new equity incentive plan in form and substance acceptable to Globalink and Tomorrow Crypto (such acceptance not to be unreasonably withheld, conditioned or delayed).
• The Globalink Equity Incentive Plan will have such number of shares available for issuance equal to 12% of the shares of Globalink common stock issued and outstanding immediately after the Closing and shall include a 5% “evergreen” provision that will provide for an automatic increase on the first day of each fiscal year equal to 5% of the total number of shares of Globalink common stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase.

LOCK-UP

Company:

• Certain stockholders of Tomorrow Crypto will not sell lock-up shares held by them until the date that is 6 months after the Closing Date.

Sponsor:

• 50% of the Founder Shares will be locked up for a period of 6 months.
• 50% of the Founder Shares will be locked up for a period of 6 months or a VWAP of $12.50 for 20/30 consecutive trading days.

NOTABLE CONDITIONS TO CLOSING

• The consummation of the Merger is conditioned upon the amount of cash available in Globalink’s trust account immediately prior to the Effective Time after deducting amounts necessary to satisfy redemptions, plus the PIPE financing amount actually received by Globalink at the Closing, and net of Globalink’s unpaid expenses and liabilities being at least equal to $16,666,667 (the aggregate amount of commitments under the Subscription Agreements as of the date of the Merger Agreement).

NOTABLE CONDITIONS TO TERMINATION

• The Merger Agreement may be terminated by either Globalink or Tomorrow Crypto if:
  • The Transactions are not consummated on or before the six-month anniversary of the Merger Agreement (the “Outside Date”).
    • If the SEC has not declared the Form S-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.
  • 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 Merger.

ADVISORS

• Hunter Taubman Fischer & Li LLC is serving as legal advisor to Globalink.
• Axiom Capital Management Inc. is serving as exclusive financial advisor to Tomorrow Crypto.
• Ellenoff Grossman & Schole LLP is serving as legal advisor to Tomorrow Crypto.

MANAGEMENT & BOARD

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Executive Officers

Say Leong Lim, 51
Chairman of the Board of Directors and Chief Executive Officer

Mr. Lim has been involved in numerous corporate and operation transactions, amongst other IPOs, RTOs, M&A deals, restructuring and rightsizing, funding, training, management and operational controls in Malaysia, Singapore, Indonesia, Hong Kong, Mainland China and Australia over the last 30 years. In February 2019, Mr. Lim was appointed as the Independent Non-executive Director of Aurora Italia International Bhd, a public retail company in Malaysia. He was also recently appointed as the Independent Director and Chairman of the Nomination Committee and member of the Risks Management and Audit Committee of Caely Holdings Bhd, a public manufacturing company in Malaysia. Mr. Lim serves as an independent director at LFE corporation Bhd, an engineering company in Malaysia since June 2021. Mr. Lim has served as an advisor of Newgen PLT, a property company in Malaysia and Everise Concepts PLT, a consulting company in Malaysia since January 2016. In 2007, Mr. Lim joined Yen Global Berhad as Group Chief Executive Officer. While attached to Yen Global Group of Companies, Mr. Lim was primarily the personnel responsible to strategize, chart and direct the performance and growth of the operating units towards stakeholders objectives. Upon leaving Yen Global Berhad, he co-founded Everise Concepts PLT in 2010 and was appointed as the Executive Director. Everise Concepts PLT is principally involved in the provision of corporate and business consultancy, real estate projects and the wholesale and distribution of fast moving consumer goods via retail and online channels. Mr. Lim obtained his CIMA Professional Accountancy Qualification with the Chartered Institute of Management Accountants (CIMA) United Kingdom and was admitted as a Malaysian Institute of Accountants (MIA) in 1996. In 1999, Mr. Lim was admitted as an Associate Member of the Chartered Tax institute of Malaysia and received his Masters of Business Administration from Edinburgh Business Scholl, Heriot-Watt University, United Kingdom.

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Cliff (Ming Hang) Chong, 30
Chief Financial Officer

Mr. Chong is a CFA and has been involved in the financial industry for more than ten years. In 2020, he officially joined the KCNN Global Capital Sdn Bhd as the pioneer team in the role of Chief Investment Officer, leveraging his wealth of knowledge and skills to propel the company ahead in the dynamic capital market. Mr. Chong has also served as a director of DM Fresh Mini Mart, a Malaysia company since September 2020. From January 2019 to June 2020, Mr. Chong served as the Head of Research at Financial Frontiers Pte Ltd, a Singapore investment company. Mr. Chong started his career in Singapore and was attached to several multi-national corporations as a regional Financial Analyst. From October 2016 to January 2019, Mr. Chong served as a Financial Analyst at Donaldson Filtration (Asia Pacific) Pte Ltd. From January 2015 to June 2016, Mr. Chong served as a Financial Analyst at Double trans Pte Ltd, in Singapore. Mr. Chong graduated from Multimedia University in 2012 with a degree in Bachelor of Business Administration (Hons) in Banking and Finance and obtained his Chartered Financial Analyst (CFA) certification from the CFA Institution in 2018.

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Board of Directors

Hong Shien Beh, 33
Independent Director Nominee

Mr. Beh is a legal professional with vast experience in various area of dispute resolution such as defamation, contract, arbitration, construction, planning appeals, commercial and stockholders disputes, industrial accidents, employment, family law, inheritance and estate disputes. Mr. Beh serves as a director of Caely Holdings Berhad, a public company in Malaysia since December 2020. Mr. Beh has been a partner at Messrs Y.C.Wong Advocates & Solicitors since September 2016 and was a legal assistant from May 2013 to August 2016. Mr. Beh is a member of Penang Bar Committee. Mr. Beh received his Bachelor of Laws (LLB) degree from University of Northumbria, Newcastle United Kingdom in August 2018.

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Kian Huat Lai, 54
Independent Director Nominee

Ms. Wong serves as an executive director at Seedset Advisory, a consulting company in Malaysia since 2019. Ms. Wong also serves as an executive director at Avoras Malaysia Sdn Bhd, an IT service company since October 2020. Ms. Wong served as a contractor at Icon Consulting, a consulting company in Malaysia in 2019. From 2017 to 2018, Ms. Wong served as a senior manager at PwC Consulting, a consulting company in Malaysia. From 2015 to 2017, Ms. Wong worked for AstraZeneca, a consulting company in Malaysia as an Asia SAP Project Manager. Ms. Wong received her Bachelor of Information Technology (Management) degree from University of Malaya, Malaysia in 2006. Ms. Wong received her Foundation Certificate in IT Service Management in August 2007.

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Hui Liang Wong, 37
Independent Director Nominee

Mr. Lai has been serving as an executive director at Ni Hsin Resource Berhad, a public company in Malaysia since December 2020. From April 2018 to November 2020, Mr. Lai served as a director at Caely Holdings Berhad, a public company in Malaysia. From November 2017 to June 2018, Mr, Lai served as an independent director at Ta Win Holding Berhad a public company in Malaysia and from February 2016 to July 2017, Mr. Lai served as an independent director at Ideal Jacobs (Malaysia) Corporation Berhad, a public company. Mr. Lai studied at Stamford College, Malaysia for General Certificate of education (GCE A Level) from 1985 to 1986. Mr. Lai received his degree in accountancy from the Association of International Accountants, United Kingdom in 1993.

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