Full Press Release Details
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
the context otherwise requires, all references in this pro forma to "Globalink", "Pubco" and "Alps
Holdco" refer to "Globalink Investment Inc, " lps Group Inc" and " lps Life Sciences Inc"
January 30, 2024, Globalink entered into the Merger Agreement with Alps Holdco, the Sponsor, and the Seller Representative. The Merger
Agreement was amended and restated on May 20, 2024 and entered into by and among Globalink, PubCo, Alps Holdco, Merger Sub, the Sponsor,
and the Seller Representative, and was further amended on March 6, 2025, April 18, 2025 and September 27, 2025. Pursuant to the terms
of the Merger Agreement, the Business Combination between Globalink and Alps Holdco was 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 has merged
with and into PubCo on October 28, 2025, with PubCo remaining as the surviving publicly traded entity; and (ii) the Acquisition Merger,
whereby Merger Sub has merged with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned
subsidiary of PubCo. At the Closing on October 28, 2025, each Alps Holdco Ordinary Share issued and outstanding immediately prior to
the Effective Time (other than treasury shares or dissenting shares) were converted into the right to receive PubCo ordinary shares.
The total consideration paid by Globalink to the Alps Holdco Shareholders in the form of PubCo ordinary shares at the Closing was equal
unaudited pro forma condensed combined balance sheet as of September 30, 2025 combines the unaudited historical condensed consolidated
balance sheet of Globalink as of September 30, 2025 with the unaudited historical consolidated balance sheet of Alps Holdco as of September
30, 2025, giving effect to the Business Combination, as if it had been consummated as of that date.
unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2025 combines the unaudited historical
condensed consolidated statement of operations of Globalink for the six months ended September 30, 2025 (compiled with the unaudited
consolidated statement of operations for the nine months ended September 30, 2025 less the unaudited condensed consolidated statement
of operations for the three month period ended March 31, 2025 of Globalink) with the unaudited historical consolidated statement of operations
of Alps Holdco for the six months ended September 30, 2025, giving effect to the Business Combination, as if it had been consummated
as of April 1, 2024, the earliest period presented.
unaudited pro forma condensed combined statement of operations for the fiscal year ended March 31, 2025 combines the unaudited historical
condensed consolidated statement of operations of Globalink for the trailing twelve months ended March 31, 2025 (compiled with the audited
consolidated statement of operations for the year ended December 31, 2024 less the unaudited condensed consolidated statement of operations
for the three month period ended March 31, 2024 plus the unaudited condensed consolidated statement of operations for the three months
ended March 31, 2025 of Globalink) with the audited historical consolidated statement of operations of Alps Holdco for the fiscal year
ended March 31, 2025, giving effect to the Business Combination, as if it had been consummated as of April 1, 2024, the earliest period
historical financial information has been adjusted to give pro forma effect to events that relate to material financing transactions
consummated after September 30, 2025 and pro forma adjustments that are directly attributable to the Business Combination. The adjustments
presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information
necessary for an accurate understanding of the combined company upon consummation of the Business Combination.
historical financial consolidated statements of Alps Holdco have been prepared in accordance with IFRS as issued by the IASB. The historical
consolidated financial statements of Globalink have been prepared in accordance with U.S. GAAP. The condensed combined pro forma financial
information reflects IFRS and in USD, the basis of accounting used by the registrant, PubCo, and other than the reclassification and
presentation of redeemable Globalink's public shares as other liabilities and the reclassification and presentation of the public
warrants as liabilities under IFRS, disclosed in the pro forma notes, no material accounting policy difference is identified in converting
Globalink's historical consolidated financial statements from U.S. GAAP to IFRS. The adjustments presented in the pro forma condensed
combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding
of PubCo after giving effect to the Business Combination.
unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different
had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being
indicative of the historical results that would have been achieved had the companies always been combined or the future results that
the combined company will experience. Globalink and Alps Holdco have not had any historical relationship prior to the Business Combination.
Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
information should be read together with the following:
| the historical unaudited condensed consolidated financial statements of Globalink as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024; included elsewhere in the Form 6-K; | ||
| the historical unaudited consolidated financial statements of Alps Holdco as of September 30, 2025 and for the six months period ended September 30, 2025 and 2024, included elsewhere in the Form 6-K; | ||
| the historical unaudited condensed consolidated financial statements of Globalink as of March 31, 2025 and for the three months ended March 31, 2025 and 2024; | ||
| the historical audited consolidated financial statements of Alps Holdco as of March 31, 2025 and for the fiscal year ended March 31, 2025; | ||
| the historical audited consolidated financial statements of Globalink as of December 31, 2024 and for the year ended December 31, 2024; and | ||
| the sections titled " Management's Discussion and Analysis of Financial Condition and Results of Operations of Alps Holdco " and other financial information included elsewhere in the Form 6-K. |
of the Business Combination
a result of the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Alps Holdco were cancelled in
exchange for the right to receive Ordinary Shares. The aggregate consideration for the Business Combination is $1.6 billion, payable
at the Closing in the form of newly issued Ordinary Shares, par value $0.0001 per share. The Merger Consideration Shares are allocated
pro rata with each Alps Holdco Shareholder receiving a number of Ordinary Shares determined in accordance with the terms of the Merger
October 28, 2025, consummated the PIPE Investment which was conditioned on the concurrent Closing of the Business Combination and other
customary closing conditions. PubCo, Globalink and Alps Holdco entered into subscription agreements with certain investors for 310,788
PubCo ordinary shares for a total of $3,107,731 in a PIPE Investment to be consummated simultaneously with the Closing).
the Closing of the Business Combination, the former Alps Holdco Shareholders received an aggregate of 160,000,000 Ordinary Shares, among
which 8,000,000 Ordinary Shares are being held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement.
Business Combination will be accounted for as 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.
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 Holdco will become the historic financial statements
of the Combined Company, and Globalink's assets, liabilities and results of operations will be consolidated with Alps Holdco 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.
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
Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| Alps Holdco Shareholders will have the largest voting interest in PubCo; | ||
| The board of directors of the Combined Company will be designated solely by Alps Holdco, with at least three (3) directors qualifying as independent directors under the Securities Act and the Nasdaq rules); | ||
| Alps Holdco's senior management will be the senior management of the Combined Company; | ||
| The business of PubCo will comprise the ongoing operations of Alps Holdco; and | ||
| Alps Holdco is the larger entity, in terms of substantive assets. |
of Pro Forma Presentation
unaudited pro forma condensed combined financial information has been prepared reflecting actual redemption of 337,477 shares of Globalink
common stock resulting in redemption payment of $3.39 million leaving 12,635 shares who did not redeem.
in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an
aggregate of 160,000,000 PubCo ordinary shares to be issued to shareholders of Alps Holdco and an aggregate of 310,788 PubCo ordinary
shares to be issued to the PIPE Investors, an aggregate of 291,716 PubCo ordinary share to be issued to Dr. Tham, director of Alps as
50% conversion of amounts due at closing in shares, 13,793 PubCo ordinary shares to be issued to Ms. Chew, a director of Alps, as conversion
of amounts due at closing and an aggregate of 280,394 PubCo ordinary shares to be issued to PGM as partial conversion of amounts due
in Promissory Note and 39,000 PubCo ordinary shares to be issued to Ng Yan Xun as partial conversion of amounts in due to related party
advances at closing in shares. On May 22, 2025, Globalink, Alps Holdco and Chardan entered into an Amendment & Acknowledgement of
Engagement Letter and Underwriting Agreement (the "Amendment & Acknowledgement"), in relation to an aggregate of $5,025,000
(the "Fee Amount") Chardan will be entitled to receive at the closing of the Business Combination, comprising $4,025,000
of deferred underwriting commission and $1,000,000 of M&A fee related to a SPAC business combination. The Amendment & Acknowledgement
provides that certain shareholders of Alps Holdco will transfer 4,187,500 Alps Holdco Shares to Chardan immediately prior to the consummation
of the Business Combination and such transfer shall be treated as full satisfaction of Globalink's obligation to pay the Fee Amount;
provided that the Business Combination is consummated by July 31, 2025. Pursuant to the Amendment & Acknowledgement, Chardan will
hold 2.5% of PubCo's ordinary shares outstanding immediately following the Business Combination under all scenarios. In connection
with the Amendment & Acknowledgement, on May 24, 2025, Globalink, the Sponsor, PGM, and Chardan entered into a Side Letter (the "Side
Letter"), pursuant to which the Sponsor agreed that each of the Sponsor and its affiliates, officers and directors (including PGM,
but not including Globalink) will engage Chardan as the sole or lead U.S. underwriter, underwriter, financial advisor, capital markets
advisor, placement agent, and M&A advisor in connection with: (a) its next US SPAC initial public offering that is undertaken prior
to the eighteen (18) month anniversary of the consummation of the Business Combination, and (b) any "de-SPAC" or other initial
business combination involving such parties during such time period.
the Business Combination, Globalink's current public stockholders and Globalink's right holders will own approximately 0.7%
of the outstanding PubCo ordinary shares, the Globalink founders will own approximately 1.7% of the outstanding PubCo ordinary shares,
PGM, an affiliate of the Sponsor, will own approximately 0.6%, the PIPE Investors will own approximately 0.2%, assuming the PIPE Investors