DEFM14A: Globalink to Merge with Alps Life Sciences in $1.6B Deal

Globalink Investment Inc. seeks stockholder approval for a two-step business combination with Alps Life Sciences Inc., valuing Alps Holdco at $1.6 billion, despite significant PIPE investment reduction and Nasdaq delisting.

Summary

• Globalink Investment Inc. (SPAC) is pursuing a two-step business combination with Alps Life Sciences Inc. (Alps Holdco), a Cayman Islands exempted company, to form Alps Global Holding Pubco (PubCo).
• The transaction involves a Redomestication Merger (Globalink into PubCo) and an Acquisition Merger (Merger Sub into Alps Holdco), with Alps Holdco becoming a wholly-owned subsidiary of PubCo.
• The aggregate consideration for Alps Holdco is US$1.6 billion, payable in newly issued PubCo ordinary shares at a deemed price of $10.00 per share.
• The PIPE Investment, intended to raise additional capital, was significantly reduced from an initial verbal commitment of US$40.2 million to an aggregate of US$3.48 million due to investor terminations.
• Globalink's securities were delisted from Nasdaq on December 17, 2024, and now trade on OTC Pink, which could negatively impact liquidity and the ability to complete the business combination.
• Globalink faces a mandatory liquidation deadline of October 9, 2025, extendable to December 9, 2025, if the business combination is not consummated.
• Public stockholders of Globalink are expected to retain an ownership interest of approximately 0.0% in PubCo under both no redemption and maximum contractual redemption scenarios, while Alps Holdco shareholders will own approximately 96.1%.
• Globalink has an unrecovered overpayment of $165,893.97 from December 2024 redemptions, which may increase the Combined Company's debt obligations if not recovered.
• Globalink's board of directors has unanimously approved the Merger Agreement and recommends voting FOR all proposals.
• Alps' business model focuses on biotechnology research, medical services, and wellness solutions, with product candidates in preclinical or proof-of-concept stages, including NK cells, CAR-T cells, COVID-19 mRNA vaccine, diabetes therapeutics (MYCELEST), iPSC for heart failure, mRNA diagnostics, and exosome-infused cosmetic products (CELESOME(+)).
• Alps reported revenue growth of 40.3% for the fiscal year ended March 31, 2025, reaching $3,371,037, primarily from medical testing, laboratory, and aesthetics beauty services.
• Alps incurred a net loss of $(2,624,738) for the fiscal year ended March 31, 2025, and has identified a material weakness in its internal control over financial reporting.

Sentiment

Score: 3

Explanation: While the underlying business of Alps has potential and a clear strategy, the significant reduction in PIPE funding, Globalink's Nasdaq delisting, and ongoing financial and operational challenges for Globalink create substantial uncertainty and risk for the combined entity. The high dilution for public shareholders and the reliance on future capital raises further dampen the immediate positive outlook.

Positives

• Alps Holdco's business model generates multiple revenue streams from aesthetic treatments, general healthcare, and wellness services, which helps sustain its research and development activities.
• Alps has a diverse product pipeline in preclinical development with commercial potential, including NK cell therapy, CAR-T cell therapy, COVID-19 mRNA vaccine, diabetes therapeutics (MYCELEST), iPSC for heart failure, mRNA diagnostics, and exosome-infused cosmetic products (CELESOME(+)).
• The management team of Alps is composed of seasoned professionals with extensive experience in life sciences, finance, and R&D, including Dr. Tham Seng Kong (CEO), Lisa Teoh (COO), Professor Manickam Ravichandran (CSO), and Professor Poh Chit Laa (Chief Vaccine Development Officer).
• Alps' strategic location in Malaysia offers competitive labor costs, with research scientist salaries significantly lower than in the United States, providing a competitive advantage in pipeline development.
• Alps operates a cGMP-accredited cell and gene therapy research and cultivation laboratory (Celestialab) and a molecular laboratory (MyGenome) accredited by Malaysian Standard MS ISO 15189:2022.
• MyGenome has BioNexus status from the Malaysian government, providing incentives such as a 70% income tax exemption for ten years.
• The conversion of US$5,376,640 in debts (promissory notes to PGM, related party advances, Alps director payables) into PubCo ordinary shares will reduce the Combined Company's liabilities and improve its liquidity position.
• Alps' burn rates (FY2024: US$1.49 million; FY2023: US$0.224 million) are relatively low compared to typical biotech companies, indicating efficient resource utilization in R&D.
• The Combined Company aims to capitalize on the significant growth potential of the life sciences industry and underserved emerging markets, particularly in Southeast Asia.
• Malaysia is a premier destination for medical tourism, offering high-quality services and competitive rates, which could benefit Alps' healthcare and wellness segments.

Negatives

• The PIPE Investment was significantly reduced from an anticipated US$40.2 million to US$3.48 million, indicating a substantial shortfall in expected capital for the Combined Company's operations.
• Globalink's securities were delisted from Nasdaq on December 17, 2024, and now trade on OTC Pink, which could negatively impact the Combined Company's ability to complete a business combination, limit investor transactions, and subject it to additional trading restrictions (penny stock).
• Globalink has an unrecovered overpayment of $165,893.97 from December 2024 redemptions, which Globalink may have to bear, potentially increasing the debt obligations of the Combined Company.
• Globalink identified a material weakness in its internal control over financial reporting related to the calculation and reporting of common stock subject to possible redemption and the review of the redemption price per share.
• Alps Life Sciences Inc. is a recently formed holding company with no operating history, and Alps Global Holding Berhad has a limited operating history, making future success predictions uncertain.
• All of Alps' current product candidates are in proof-of-concept or preclinical development stages and have never been tested in humans, posing significant development and commercialization risks.
• Globalink public stockholders will experience substantial dilution, retaining approximately 0.0% ownership in PubCo under both no and maximum redemption scenarios.
• Globalink's Sponsor and directors/officers have interests in the Business Combination that may conflict with public stockholders' interests, as their founder shares would be worthless if the merger is not completed.
• The fairness opinion obtained by Globalink's board was not heavily relied upon for valuation due to concerns about underlying key assumptions being susceptible to material changes and uncertainties.
• The Combined Company may become subject to the penny stock rules if it fails to meet Nasdaq's continued listing requirements, even if initially listed.
• Globalink's deadline to complete its initial business combination has been extended a total of twenty-seven times, highlighting prolonged challenges in finding a suitable target.

Risks

• Alps will need substantial additional funding to complete the development of its product candidates, and there is no assurance of securing necessary capital under acceptable terms.
• Alps' product candidates are in preclinical development and have never been tested in humans; they may fail in clinical development or suffer delays, materially affecting their commercial viability.
• Difficulties in enrolling patients in clinical trials could delay or adversely affect Alps' clinical development activities.
• Compassionate use of stem cell therapies and other medical treatments provided by Alps may expose it to medical malpractice claims, costly liability suits, and regulatory penalties.
• Cell-based products that receive regulatory approval may be difficult and expensive to manufacture on a commercial scale.
• Alps' manufacturing operations for potential product candidates, including exosome-infused cosmetics, are dependent on third-party suppliers, making it vulnerable to supply shortages and price fluctuations.
• Alps' inability to distinguish its product candidates from other similar treatments or solutions may restrict market acceptance and market share.
• Alps relies on patents and intellectual property rights licensed from third parties, and failure to maintain these licenses on favorable terms could materially impact its research, development, and commercialization activities.
• In-licensed patents from China may not provide adequate protection in other regions where Alps operates, such as Malaysia, exposing it to competition.
• If Alps, its subsidiaries, or associate companies fail to meet their obligations under license agreements, they risk losing rights to critical technologies.
• Alps relies on intellectual property jointly developed with third parties, which exposes it to risks associated with the failure of joint owners to maintain, protect, and enforce such IP and divergent interests.
• There is no certainty that Alps' future patent applications will result in successful patent registration.
• Alps may be subject to patent infringement claims that could be costly to defend and limit its ability to use disputed technologies.
• Upon 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, which could make PubCo ordinary shares less attractive to investors.
• Changes in Malaysian government policies could significantly impact Alps' business and profitability.
• The regulatory approval processes of the NPRA and comparable foreign authorities (e.g., FDA) are lengthy, time-consuming, and inherently unpredictable, potentially harming Alps' business.
• 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, its service quality and business strategy may suffer.
• If Alps is unable to adapt to changing aesthetic medical trends and customer needs, it may not compete effectively.
• Any failure in Alps' efforts to train health practitioners could result in product misuse, reduce market acceptance, and materially affect business.
• If Alps' customers cannot obtain third-party reimbursement for its products in the future, they could be less inclined to purchase them.
• Globalink will be forced to liquidate the Trust Account if it cannot consummate a business combination by October 9, 2025 (extendable to December 9, 2025), rendering its warrants and rights worthless.
• Globalink's securities were suspended from trading and delisted from Nasdaq on December 17, 2024, which could negatively impact its ability to complete a business combination, limit investor transactions, and subject it to additional trading restrictions, including for trading penny stock.
• 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's stockholders could be viewed as an unlawful payment if Globalink was unable to pay its debts as they fell due and its assets did not exceed liabilities.
• There is no assurance that Globalink's due diligence revealed all material risks regarding Alps, potentially leading to write-downs or write-offs post-combination.
• The Combined Company's share price may fluctuate significantly due to various factors, some beyond its control.
• Shareholder percentage ownership in the Combined Company will be diluted by the PIPE Investment and potential future equity issuances.
• An active, liquid trading market for the PubCo ordinary shares may not develop, limiting the ability to sell shares.
• There are no current plans to pay cash dividends on PubCo ordinary shares for the foreseeable future, meaning returns depend on share price appreciation.
• Future sales, or the perception of future sales, of PubCo ordinary shares by the Combined Company or its existing shareholders could cause the market price to decline.
• 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 Combined Company may become subject to the penny stock rules of the SEC if it gets delisted from Nasdaq, affecting trading and liquidity.
• The Combined Company may be subject to securities litigation, which is expensive and could divert management attention.
• As a foreign private issuer, PubCo is permitted to adopt certain home country corporate governance practices that differ significantly from Nasdaq standards, potentially affording less protection to shareholders.
• PubCo may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.
• The consummation of the Business Combination is subject to various conditions, some beyond the involved parties' control, and if these are not met, the transaction may not occur.
• The Combined Company may not fully realize the anticipated benefits of the Business Combination or realize such benefits within the timing anticipated.
• Shareholders may face difficulties in protecting their interests, and their ability to protect their rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law and a majority of its directors and executive officers will reside outside 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.
• The IRS may not agree with the position that PubCo should be treated as a foreign corporation for U.S. federal income tax purposes, which could have a material adverse effect on PubCo's financial position.
• Changes to, or changes in interpretations of, tax laws could have a material adverse effect on PubCo's business, financial condition, and results of operations.
• PubCo may adopt share incentive plans in the future, which may adversely affect its results of operations and dilute existing shareholders.
• Globalink's public stockholders who wish to redeem their shares must comply with specific requirements that may make it more difficult to exercise their redemption rights.
• If a public stockholder fails to receive notice of Globalink's offer to redeem shares or fails to comply with tendering procedures, such shares may not be redeemed.
• If a group of stockholders holds 20% or more of Globalink's public shares, they will lose the ability to redeem all such shares in excess of 20%.
• There is no guarantee that a stockholder's decision whether to redeem its shares will put the stockholder in a better future economic position.

Future Outlook

Alps aims to establish a fully integrated bench-to-bedside platform encompassing biotechnology research, medical services, and wellness solutions, with a focus on precision and preventive medicine. The company intends to advance its product candidates through preclinical and clinical development, targeting product registration for its COVID-19 mRNA vaccine by the end of 2029, followed by post-market surveillance from 2030. Alps also plans to establish an international research and development hub and expand its manufacturing capabilities by incorporating fully automated closed-system production technologies. The company anticipates continued revenue growth from medical testing, laboratory, and aesthetics beauty services to support its R&D initiatives.

Management Comments

• The board of directors of Globalink believes that the Business Combination would yield long term value for its stockholders and the Business Combination could capitalize on Alps growth potential in this current volatile business landscape.
• 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.
• Alps chose Nasdaq to align with its ambition to become a global company and leverage the international visibility and opportunities that come with it.
• Our mission is to foster a fair healthcare ecosystem... dedicated to expanding the range of diagnostic and treatment options available while simultaneously reducing costs, ensuring that cutting-edge medicine is more accessible.
• 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.
• MyGenome believes that with a sufficient volume of data, the diagnostic products will achieve higher accuracy in prognostic assessments of the Targeted Diseases.

Industry Context

The biotechnology and life sciences industry is characterized by rapid advancements, including gene editing technologies (CRISPR-Cas9), growing demand for personalized medicine, increased investment in biotech startups, and the convergence of biology with digital technology (AI, big data analytics, machine learning). Global healthcare expenditure is rising due to an aging population and increasing prevalence of chronic diseases. Alps aims to position itself as a fully integrated 'bench-to-bedside' platform, capitalizing on these trends, particularly in underserved and emerging markets like Southeast Asia. The global NK cell therapeutics market is projected to grow at a 15.94% CAGR (2021-2027), and the global CAR-T market at a 30.6% CAGR. The global gene expression market is projected to reach US$23.56 billion by 2026, with a 20.85% CAGR. Malaysia is also emerging as a premier destination for medical tourism, offering high-quality services and competitive rates, which aligns with Alps' operational environment and potential expansion within Southeast Asia.

Comparison to Industry Standards

• Alps' burn rates (approximately US$1.49 million in FY2024 and US$0.224 million in FY2023) are significantly lower than those of major biotech companies like Moderna (US$4.85 billion R&D in 2023), Biogen (US$2.46 billion R&D in 2023), and Novartis (US$11.37 billion R&D in 2023). This suggests a more cost-effective operational model, though the referenced companies are substantially larger with more extensive R&D programs.
• The annual salary for a research scientist at Alps in Malaysia (approximately US$8,156 to US$14,154) is considerably lower than for similar positions in the United States (approximately US$57,000 to US$129,000), providing Alps with a competitive advantage in labor costs.
• Alps' exosome concentration (3.36e+10 +/1.96e+09 particles/ml) is stated as one of the highest among Malaysian players of similar scale and focus, indicating a strong competitive position in this specific area within its local market.
• Alps' Market Cap/Revenue ratio of 445.08 is significantly higher than the average of selected peer biotechnology companies (15.79). The board attributes this disparity to Alps' current business size being limited to Malaysia, without fully factoring in its projected growth and expansion plans into larger Southeast Asian markets.

Management Changes

Corporate Governance

Legal Proceedings

• No material litigation, arbitration, or claims are pending or threatened against the Alps Holdco Group, Pubco, or Merger Sub.
• No outstanding judgments exist against the Alps Holdco Group, Pubco, or Merger Sub.
• No unfair labor practice charge or complaint is pending or threatened against the Alps Holdco Group.
• No pending or threatened claims or litigation relate to discrimination, retaliation, wrongful termination, harassment, or wage and hour violations against the Alps Holdco Group.
• No material audits by any Authority, nor charges, fines, or penalties under OSHA, are pending or threatened against the Alps Holdco Group.
• No Action is pending or, to Globalink's knowledge, threatened against Globalink or its Subsidiaries.
• No Order is outstanding against Globalink or any of its Subsidiaries.
• Globalink is not a party to any settlement or similar agreement regarding any of the above matters that contains ongoing obligations, restrictions, or liabilities material to Globalink.

Related Party Transactions

• GL Sponsor LLC purchased 2,875,000 Founder Shares of Globalink for $25,000.
• The Sponsor transferred 15,000 Founder Shares to Globalink's CEO, 10,000 to the former CFO, and 5,000 to each independent director at their original purchase price.
• Public Gold Marketing Sdn. Bhd. (PGM), an affiliate of the Sponsor, purchased 570,000 private units for $5,700,000 and an additional 52,500 private units for $525,000.
• Globalink issued promissory notes totaling US$4.57 million to PGM for extension payments and working capital, with US$2.57 million to be settled by issuing 257,043 PubCo ordinary shares at Closing.
• An affiliate of the Sponsor (Ng Yan Xun) advanced $390,000 to Globalink for extension payments, which will be converted into 39,000 PubCo ordinary shares at Closing.
• Globalink terminated its administrative services agreement with the Sponsor (which involved a $10,000 monthly fee) on September 30, 2023.
• Alps Global Holding Berhad entered a Lease Agreement with Celestialab Sdn. Bhd. (a wholly-owned subsidiary) for a patent, with an annual payment of RM1,500,000.
• Alps Global Holding Berhad entered into various Management Service Agreements with its subsidiaries (Alpscap Berhad, Celebre Pro Medic Sdn. Bhd., Alps Wellness Centre Sdn. Bhd., Alps Globemedic Sdn. Bhd., Mont Life (M) Sdn. Bhd., Celestialab Sdn. Bhd., TMC Global Holdings Sdn. Bhd.) for annual service fees ranging from RM12,000 to RM96,000.
• Alps Global Holding Berhad and Dr. Tham Seng Kong each subscribed for 28,762,252 ordinary shares in Cilo Cybin Holdings Limited, resulting in each holding a 40.5% stake.
• Alpscap Berhad acquired 100% equity interest in Alps Insurance PCC Inc. from Dr. Tham Seng Kong, Mohd Razef Bin Abdullah, and Poon Kian Huat for RM686,275.00.
• TMC Global Holdings Sdn. Bhd. entered a Scientific Research Cooperation Agreement with Ding KeXiang.
• MyGenome Sdn. Bhd. entered a Service Agreement with Celestialab Sdn. Bhd. for microbiology examination services.
• Alps Global Holding Berhad entered patent license agreements with Dr. THAM Seng Kong, YANG YongPeng, and DING KeXiang for various patents.
• Dr. Tham Seng Kong, a director and CEO of Alps, advanced RM14,313,532.87 (approximately US$2,991,957.78) to Alps for working capital, with 50% to be converted into PubCo ordinary shares at Closing.
• Chew Yoke Ling, a director of Alps, advanced RM611,305.58 (approximately US$127,781.21) to Alps for working capital.
• Alps Global Holding Berhad advanced amounts to ANH Healthcare Sdn. Bhd. and Vax Biotech Sdn. Bhd. for working capital.
• Various intercompany advances and payables exist among Alps' subsidiaries for working capital purposes.
• Dr. Tham Seng Kong entered two promissory notes with Globalink for $300,000 and $350,000 for working capital purposes.

Stakeholder Impact

• **Shareholders (Globalink Public)**: Face significant dilution (expected 0.0% 0.0% ownership in PubCo post-merger), risk of warrants and rights expiring worthless if the business combination fails, and potential for reduced liquidity due to Nasdaq delisting. They are also exposed to the financial impact of unrecovered overpayments and tax liabilities.
• **Shareholders (Alps Holdco)**: Will become the majority owners (approximately 96.1%) of the publicly traded Combined Company, gaining access to capital markets and increased visibility.
• **Sponsor/Initial Stockholders (Globalink)**: Have a strong incentive to complete the merger as their founder shares (valued at $33.78 million as of the record date) would become worthless upon liquidation. They will retain approximately 1.7% ownership in the Combined Company.
• **PIPE Investors**: Will provide US$3.48 million in capital to PubCo, supporting its operations, and will own approximately 0.2% of PubCo.
• **Employees (Alps)**: The management team will transition to executive roles in the Combined Company with new employment agreements, potentially benefiting from growth and expansion opportunities as a public entity.
• **Customers (Alps)**: May benefit from enhanced services and accelerated product development due to increased capital and R&D focus post-merger.
• **Creditors (Globalink)**: Face risks related to the recovery of overpayments and the ability of the Sponsor to satisfy indemnification obligations, potentially impacting the funds available in the Trust Account.

Next Steps

• Globalink stockholders to vote on the Redomestication Merger, Acquisition Merger, Net Tangible Asset Charter Amendment, and Adjournment Proposals at the Special Meeting on October 7, 2025.
• Alps Holdco to complete the process validation phase for NK cell therapy and initiate preclinical trials.
• Celestialab to initiate the validation phase for pDNA templates targeting CD19 and CD20 for CAR-T cells.
• MyGenome to begin in vivo POC testing for COVID-19 mRNA vaccine pDNA constructs, followed by a GLP safety study in early 2026.
• VaxBio to conduct a preclinical acute toxicity study for the cholera vaccine and submit a dossier to the NPRA for clinical trial approval.
• Celestialab to complete preclinical studies for MYCELEST (diabetes therapy) and submit a dossier application to the NPRA.
• IPSC Collaborators to generate human iPSC cells from adult peripheral blood and manufacture clinical-grade iPSCs under GMP conditions, followed by preclinical trials.
• MyGenome to continue data collection for mRNA diagnostic prototypes for breast, lung, colorectal, and cervical cancers.
• Alps to conduct toxicity studies for CELESOME(+) (exosome-infused cosmetic products) and finalize an in-house protocol for exosome characterization.
• Alps to continue efforts to secure additional PIPE Investment.
• PubCo intends to apply for the listing of its ordinary shares and warrants on Nasdaq.
• PubCo is obligated to file a resale shelf registration statement for the Securities within 60 days after the Transaction Closing.
• Alps is in negotiations with USM to consolidate previous iPSC projects into a new research collaboration agreement.
• VaxBio is pursuing a patent license from AIMST University for the Second Cholera Patent.
• Alps intends to establish partnerships with leading third-party laboratories for sequence analysis and Contract Manufacturing Organizations (CMOs) for mRNA production.
• Alps is engaged in ongoing non-binding discussions with the Government of Malaysia to forge a strategic alliance for vaccine development.
• Alps and JLand Group Sdn. Bhd. intend to assess the feasibility and perform due diligence on the envisioned BioValley at Ibrahim Technopolis, Sedenak, Johor.
• The Combined Company expects to appoint a Chief Financial Officer.
• The Combined Company intends to enter into executive employment agreements with its key officers.
• PubCo intends to adopt a related party transaction policy upon the Closing of the Business Combination.

Key Dates

Recommendation

The filing presents a complex situation with both significant potential and substantial risks. Alps' biotechnology pipeline and growth strategy in Southeast Asia are compelling, but Globalink's delisting from Nasdaq, the drastic reduction in PIPE funding, and the material weakness in internal controls create considerable uncertainty. The high dilution for existing public shareholders and the conflicts of interest for Globalink's management further complicate the investment thesis. A 'hold' recommendation is appropriate as investors should monitor the successful consummation of the merger, the Combined Company's ability to secure additional funding, remediate internal control weaknesses, and execute its ambitious R&D and commercialization plans post-merger before making further investment decisions. The current environment suggests high volatility and risk.

Keywords

SPAC, Merger, Biotechnology, Life Sciences, Cell Therapy, Gene Therapy, Diagnostics, Wellness, Malaysia, Nasdaq Delisting, PIPE Investment, Redemption, Corporate Governance, Risk Factors, Alps Life Sciences, Globalink Investment Inc., CAR-T, NK Cells, mRNA Vaccine, Diabetes Therapeutics, iPSC, Exosomes