Alps Group (ALPS) outlines $1.6B SPAC merger, 96% ownership for Alps Holdco
Alps Group Inc reports pro forma results and structure following its business combination with Globalink Investment Inc and Alps Life Sciences Inc. The all-share deal values the transaction at
The filing includes IFRS-based pro forma financials showing a net loss of
The structure also reflects
Positive
- None.
Negative
- None.
Insights
Alps’ $1.6B de-SPAC closes, creating a listed majority-owned Alps Holdco platform with heavy one-time listing charges.
The combined company reflects a completed de-SPAC where Alps Holdco becomes the accounting acquirer and operating core. The transaction values the business combination at
Ownership is highly concentrated: Alps Holdco shareholders hold about
Financially, pro forma net losses of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-42915
Alps Group Inc
(Registrant’s Name)
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
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Alps Group Inc (the “Company”) is filing this Report on Form 6-K to report its financial results for the six months ended September 30, 2025 and to discuss its recent corporate developments.
Attached as exhibits to this Report on Form 6-K are:
| (1) | The unaudited pro forma condensed combined financial information and related notes of Alps Group Inc, Alps Life Sciences Inc and Globalink Investment Inc as at September 30 2025 as Exhibit 99.1; |
| (2) | The unaudited financial statements and related notes of Alps Group Inc for the six months ended September 30, 2025 as Exhibit 99.2: |
| (3) | The unaudited consolidated financial statements and related notes of Alps Life Sciences Inc for the six months ended September 30, 2025 as Exhibit 99.3; |
| (4) | The unaudited condensed consolidated financial statements and related notes of Globalink Investment Inc for the nine months ended September 30, 2025 as Exhibit 99.4; |
| (5) | Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps Life Sciences Inc for the six months ended September 30, 2025 as Exhibit 99.5; |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the Company with the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| 99.1 | The unaudited pro forma condensed combined financial information and related notes of Alps Group Inc, Alps Life Sciences Inc and Globalink Investment Inc as at September 30 2025 | |
| 99.2 | The unaudited financial statements and related notes of Alps Group Inc for the six months ended September 30, 2025 | |
| 99.3 | The unaudited consolidated financial statements and related notes of Alps Life Sciences Inc for the six months ended September 30, 2025 | |
| 99.4 | The unaudited condensed consolidated financial statements and related notes of Globalink Investment Inc for the nine months ended September 30, 2025 | |
99.5 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps Life Sciences Inc for the six months ended September 30, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Alps Group Inc | ||
| Date: February 4, 2026 | By: | /s/ Dr. Tham Seng Kong |
| Name: | Dr. Tham Seng Kong | |
| Title: | Chief Executive Officer and Director | |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unless the context otherwise requires, all references in this pro forma to “Globalink”, “Pubco” and “Alps Holdco” refer to “Globalink Investment Inc, “Älps Group Inc” and “Älps Life Sciences Inc” respectively.
On 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 to $1.6 billion.
The 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.
The 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.
The 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 presented.
The 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.
| 1 |
The 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.
The 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.
This 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. |
Description of the Business Combination
As 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 Agreement.
On 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).
At 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.
| 2 |
Accounting Treatment
The 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.
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 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.
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.
Alps 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. |
Basis of Pro Forma Presentation
The 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.
Included 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.
| 3 |
After 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 will hold 310,788 PubCo ordinary shares, IBDC Asia Sdn. Bhd., an advisory firm to Alps Holdco, will own approximately 0.5%, representing finder’s fees payable in PubCo ordinary shares with value equal to 0.5% of the aggregate consideration for the Business Combination of US$1.6 billion, Dr. Tham, a director of Alps, will own approximately an additional 0.2%, and the former shareholders of Alps Holdco will own approximately 96.1% of the outstanding PubCo ordinary shares, this is inclusive of 2.5% that will be held by Chardan as a result of the Amendment & Acknowledgement (not giving effect to any shares issuable upon the exercise or conversion of options or warrants).
The following presents the calculation of basic and diluted weighted average shares outstanding.
| (Actual Redemptions Into Cash) | ||||
| Weighted average shares calculation, basic and diluted | ||||
| Globalink public shares and rights | 1,162,634 | |||
| Globalink Founder and director shares | 2,875,000 | |||
| Private shares and rights owned and converted shares expected to be owned by PGM | 946,395 | |||
| PIPE Investors | 310,788 | |||
| IBDC Asia Sdn. Bhd. | 800,000 | |||
| Alps Director | 305,509 | |||
| Alps Holdco Shareholders (1) | 160,000,000 | |||
| Weighted average shares outstanding | 166,400,326 | |||
| Percent of shares owned by Alps Holdco Shareholders (1) | 96.1 | % | ||
| Percent of shares owned by IBDC Asia Sdn. Bhd. | 0.5 | % | ||
| Percent of shares owned by PIPE Investors | 0.2 | % | ||
| Percent of shares owned by Globalink public holders | 0.7 | % | ||
| Percent of shares owned by Globalink Founders and directors | 1.7 | % | ||
| Percent of shares owned by Alps Director | 0.2 | % | ||
| Percent of shares owned by PGM | 0.6 | % | ||
| 100.0 | % | |||
| (1) | Includes 4,187,500 shares to be transferred to Chardan pursuant to the Amendment & Acknowledgement. |
| 4 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
| ALPS | IFRS
Conversion and | Actual Redemption | ||||||||||||||||||||||||
| PubCo
(IFRS Historical) | Holdco (IFRS | Globalink (US GAAP Historical) | Presentation
Alignment (Note 4) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||
| Property, plant and equipment | $ | - | $ | 2,268,861 | $ | - | $ | - | $ | - | $ | 2,268,861 | ||||||||||||||
| Right-of-use assets | - | 751,398 | - | - | - | 751,398 | ||||||||||||||||||||
| Intangible assets | - | 679,785 | - | - | - | 679,785 | ||||||||||||||||||||
| Other Investment | - | 6,590,708 | - | - | - | 6,590,708 | ||||||||||||||||||||
| Investment in associates | - | 23,730 | - | - | - | 23,730 | ||||||||||||||||||||
| Cash held in Trust Account | - | - | 1,375,147 | - | (435,555 | ) | I | - | ||||||||||||||||||
| (163,520 | ) | B | ||||||||||||||||||||||||
| (776,072 | ) | O | ||||||||||||||||||||||||
| Total non-current assets | - | 10,314,482 | 1,375,147 | - | (1,375,147 | ) | 10,314,482 | |||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | - | 408,607 | 357,729 | - | 163,520 | B | 3,478,521 | |||||||||||||||||||
| (559,185 | ) | C | ||||||||||||||||||||||||
| 3,107,850 | M | |||||||||||||||||||||||||
| Inventories | - | 550,277 | - | - | - | 550,277 | ||||||||||||||||||||
| Trade receivables | - | 572,775 | - | - | - | 572,775 | ||||||||||||||||||||
| Other receivables, deposits and prepayments | - | 463,325 | 6,833 | - | - | 470,158 | ||||||||||||||||||||
| Amount due from associates | - | 111 | - | - | - | 111 | ||||||||||||||||||||
| Tax recoverable | - | 275,833 | - | - | - | 275,833 | ||||||||||||||||||||
| Total current assets | - | 2,270,928 | 364,562 | - | 2,712,185 | 5,347,675 | ||||||||||||||||||||
| Total assets | $ | - | $ | 12,585,410 | $ | 1,739,709 | $ | - | $ | 1,337,038 | $ | 15,662,157 | ||||||||||||||
| EQUITY | ||||||||||||||||||||||||||
| ALPS Holdco issued capital | - | 580 | - | - | (580 | ) | F | - | ||||||||||||||||||
| PubCo ordinary shares | - | - | - | - | 16,000 | F | 16,640 | |||||||||||||||||||
| 1 | G | |||||||||||||||||||||||||
| 344 | H | |||||||||||||||||||||||||
| 32 | K | |||||||||||||||||||||||||
| 31 | M | |||||||||||||||||||||||||
| 121 | L | |||||||||||||||||||||||||
| 80 | N | |||||||||||||||||||||||||
| 31 | P | |||||||||||||||||||||||||
| Globalink common stock | - | - | 3,445 | - | (3,445 | ) | H | - | ||||||||||||||||||
| Additional paid-in capital | - | - | 990,399 | 12,124,881 | 41,875,000 | A | 59,544,836 | |||||||||||||||||||
| (270,528 | ) | C | ||||||||||||||||||||||||
| (15,420 | ) | F | ||||||||||||||||||||||||
| (64,366,808 | ) | D | ||||||||||||||||||||||||
| 163,520 | G | |||||||||||||||||||||||||
| 59,459,811 | E | |||||||||||||||||||||||||
| 3,101 | H | |||||||||||||||||||||||||
| 3,193,908 | K | |||||||||||||||||||||||||
| 3,107,819 | M | |||||||||||||||||||||||||
| (121 | ) | L | ||||||||||||||||||||||||
| 224,181 | N | |||||||||||||||||||||||||
| 3,055,063 | P | |||||||||||||||||||||||||
| Accumulated deficit | (27,536 | ) | (1,999,529 | ) | (13,150,554 | ) | (12,699,881 | ) | (37,850,000 | ) | A | (61,937,639 | ) | |||||||||||||
| (882,466 | ) | C | ||||||||||||||||||||||||
| 64,366,808 | D | |||||||||||||||||||||||||
| (59,459,811 | ) | E | ||||||||||||||||||||||||
| (10,890 | ) | I | ||||||||||||||||||||||||
| 481 | K | |||||||||||||||||||||||||
| (224,261 | ) | N | ||||||||||||||||||||||||
| Other comprehensive income (loss) | - | 4,633,181 | - | - | 4,633,181 | |||||||||||||||||||||
| Non-controlling interest | - | (269,897 | ) | - | - | - | (269,897 | ) | ||||||||||||||||||
| Total equity (deficit) | (27,536 | ) | 2,364,335 | (12,156,710 | ) | (575,000 | ) | 12,382,032 | 1,987,121 | |||||||||||||||||
| Common stock subject to possible redemption | - | - | 927,722 | (927,722 | ) | - | - | |||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||
| Lease liabilities | - | 333,604 | - | - | - | 333,604 | ||||||||||||||||||||
| Warrant liability | - | - | 28,500 | 575,000 | - | 603,500 | ||||||||||||||||||||
| Deferred tax liability | - | 24,367 | - | - | - | 24,367 | ||||||||||||||||||||
| Deferred underwiring fee commission | - | - | 4,025,000 | - | (4,025,000 | ) | A | - | ||||||||||||||||||
| Common stock subject to possible redemption | - | - | - | 927,722 | (163,521 | ) | G | - | ||||||||||||||||||
| 11,871 | I | |||||||||||||||||||||||||
| (776,072 | ) | O | ||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||
| Total non-current liabilities | - | 357,971 | 4,053,500 | 1,502,722 | (4,952,722 | ) | 961,471 | |||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||
| Trade payables | $ | 4,000 | $ | 415,995 | $ | - | $ | - | $ | - | $ | 419,995 | ||||||||||||||
| Other payables, accruals and deposits received | 23,536 | 1,452,222 | 213,625 | - | 593,779 | C | 2,283,162 | |||||||||||||||||||
| Advance from customers | - | 324,399 | - | - | - | 324,399 | ||||||||||||||||||||
| Amount due to directors | - | 7,090,060 | - | - | (3,055,094 | ) | P | 4,034,966 | ||||||||||||||||||
| Lease liabilities | - | 445,627 | - | - | - | 445,627 | ||||||||||||||||||||
| Tax payables | - | 134,802 | 515,293 | - | (211,524 | ) | I | 438,571 | ||||||||||||||||||
| Franchise tax payable | - | - | 363,102 | - | (235,903 | ) | I | 127,200 | ||||||||||||||||||
| Excise tax liability | - | - | 1,631,756 | - | - | 1,631,756 | ||||||||||||||||||||
| Convertible note – related party, net of discount | - | - | 5,194,421 | - | (3,194,421 | ) | K | 2,000,000 | ||||||||||||||||||
| Promissory note -third party | - | - | 720,000 | - | 10,890 | I | 730,890 | |||||||||||||||||||
| Due to related party | - | - | 277,000 | - | - | 277,000 | ||||||||||||||||||||
| Total current liabilities | 27,536 | 9,863,104 | 8,915,197 | - | (6,092,272 | ) | 12,713,565 | |||||||||||||||||||
| Total liabilities | 27,536 | 10,221,075 | 12,968,697 | 1,502,722 | (11,044,994 | ) | 13,675,036 | |||||||||||||||||||
| Total liabilities, common stock subject to redemptions and equity | $ | - | $ | 12,585,410 | $ | 1,739,709 | $ | - | $ | 1,337,038 | $ | 15,662,157 | ||||||||||||||
| 5 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2025
| ALPS | IFRS
Conversion and | Actual Redemptions | ||||||||||||||||||||||||
| PubCo
(IFRS Historical) | Holdcco (IFRS | Globalink (US GAAP Historical) | Presentation
Alignment (Note 4) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||||||
| Revenue | $ | - | $ | 2,199,845 | $ | - | $ | - | $ | - | $ | 2,199,845 | ||||||||||||||
| Cost of sales | - | (1,668,192 | ) | - | - | - | (1,668,192 | ) | ||||||||||||||||||
| Gross profit | - | 531,653 | - | - | - | 531,653 | ||||||||||||||||||||
| Selling, general and administrative expenses | (9,033 | ) | (1,176,879 | ) | (711,450 | ) | - | - | (1,897,362 | ) | ||||||||||||||||
| Distribution expense | - | (55,367 | ) | - | - | - | (55,367 | ) | ||||||||||||||||||
| Share result of associate | - | 19,418 | - | - | - | 19,418 | ||||||||||||||||||||
| Other operating income | - | 2,732 | - | - | - | 2,732 | ||||||||||||||||||||
| Other operating expense | - | (564,608 | ) | - | - | - | (564,608 | ) | ||||||||||||||||||
| Operating loss | (9,033 | ) | (1,243,051 | ) | (711,450 | ) | - | - | (1,963,534 | ) | ||||||||||||||||
| Penalties on taxes | - | - | (190,446 | ) | - | - | (190,446 | ) | ||||||||||||||||||
| Finance expenses | - | (28,623 | ) | (844,614 | ) | - | - | (873,237 | ) | |||||||||||||||||
| Change in fair value of Common stock subject to possible redemption | - | - | - | (159,390 | ) | 159,390 | DD | - | ||||||||||||||||||
| Change in fair value of warrant liabilities | - | - | (24,225 | ) | (488,750 | ) | - | (512,975 | ) | |||||||||||||||||
| Interest earned on investments held in Trust Account | - | - | 48,455 | - | (48,455 | ) | AA | - | ||||||||||||||||||
| Profit (loss) before income tax | (9,033 | ) | (1,271,674 | ) | (1,722,280 | ) | (648,140 | ) | 110,935 | (3,540,192 | ) | |||||||||||||||
| Income tax expense | - | (69,140 | ) | - | - | - | (69,140 | ) | ||||||||||||||||||
| Net income (loss) | $ | (9,033 | ) | $ | (1,340,814 | ) | $ | (1,722,280 | ) | $ | (648,140 | ) | $ | 110,935 | $ | (3,609,332 | ) | |||||||||
| Non-controlling interest | - | (42,541 | ) | - | - | - | (42,541 | ) | ||||||||||||||||||
| Net income (loss) attributed to shareholders | $ | (9,033 | ) | $ | (1,298,273 | ) | $ | (1,722,280 | ) | $ | (648,140 | ) | $ | 110,935 | $ | (3,566,791 | ) | |||||||||
| Weighted average shares basic and diluted | 1 | 58,041,991 | ||||||||||||||||||||||||
| Basic and diluted net loss per share | $ | (9,033 | ) | $ | (0.02 | ) | ||||||||||||||||||||
| Basic and diluted net income per share, redeemable common stock | $ | 0.57 | ||||||||||||||||||||||||
| Basic and diluted net loss per share, non-redeemable common stock | $ | (0.52 | ) | |||||||||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 166,400,326 | |||||||||||||||||||||||||
| Pro forma loss per share - basic and diluted | $ | (0.02 | ) | |||||||||||||||||||||||
| 6 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED MARCH 31, 2025
| ALPS | IFRS
Conversion and | Actual Redemptions | ||||||||||||||||||||||||
| PubCo
(IFRS Historical) | Holdco (IFRS | Globalink (US GAAP Historical) | Presentation
Alignment (Note 4) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||||||
| Revenue | $ | - | $ | 3,371,037 | $ | - | $ | - | $ | - | $ | 3,371,037 | ||||||||||||||
| Cost of sales | - | (2,069,772 | ) | - | - | - | (2,069,772 | ) | ||||||||||||||||||
| Gross profit | - | 1,301,265 | - | - | - | 1,301,265 | ||||||||||||||||||||
| Selling, general and administrative expenses | (18,503 | ) | (2,400,790 | ) | (1,436,495 | ) | - | (59,459,811 | ) | BB | (65,422,326 | ) | ||||||||||||||
| (2,106,727 | ) | CC | ||||||||||||||||||||||||
| Distribution expense | - | (273,487 | ) | - | - | - | (273,487 | ) | ||||||||||||||||||
| Share result of associate | - | (10,760 | ) | - | - | - | (10,760 | ) | ||||||||||||||||||
| Other operating income | - | 31,405 | - | - | - | 31,405 | ||||||||||||||||||||
| Other operating expense | - | (1,128,526 | ) | - | - | - | (1,128,526 | ) | ||||||||||||||||||
| Operating loss | (18,503 | ) | (2,480,893 | ) | (1,436,495 | ) | - | (61,566,538 | ) | (65,502,429 | ) | |||||||||||||||
| Penalties on taxes | - | - | (282,936 | ) | - | - | (282,936 | ) | ||||||||||||||||||
| Finance expenses | - | (48,283 | ) | (440,005 | ) | - | - | (488,288 | ) | |||||||||||||||||
| Change in fair value of Common stock subject to possible redemption | - | - | - | (1,881,515 | ) | 1,881,515 | DD | - | ||||||||||||||||||
| Change in fair value of warrant liabilities | - | - | 9,405 | 189,750 | - | 199,155 | ||||||||||||||||||||
| Interest earned on investments held in Trust Account | - | - | 974,952 | - | (974,952 | ) | AA | - | ||||||||||||||||||
| Profit (loss) before income tax | (18,503 | ) | (2,529,176 | ) | (1,175,079 | ) | (1,691,765 | ) | (60,659,975 | ) | (66,074,498 | ) | ||||||||||||||
| Income tax expense | - | (95,562 | ) | (166,614 | ) | - | - | (262,176 | ) | |||||||||||||||||
| Net income (loss) | $ | (18,503 | ) | $ | (2,624,738 | ) | $ | (1,341,693 | ) | $ | (1,691,765 | ) | $ | (60,659,975 | ) | $ | (66,336,674 | ) | ||||||||
| Non-controlling interest | - | (111,165 | ) | - | - | - | (111,165 | ) | ||||||||||||||||||
| Net income (loss) attributed to shareholders | $ | (18,503 | ) | $ | (2,513,573 | ) | $ | (1,341,693 | ) | $ | (1,691,765 | ) | $ | (60,659,975 | ) | $ | (66,225,509 | ) | ||||||||
| Weighted average shares basic and diluted | $ | 18,503 | $ | (0.05 | ) | |||||||||||||||||||||
| Basic and diluted net loss per share | $ | 18,503 | $ | (0.05 | ) | |||||||||||||||||||||
| Basic and diluted net income per share, redeemable common stock | $ | 0.40 | ||||||||||||||||||||||||
| Basic and diluted net loss per share, non-redeemable common stock | $ | (0.61 | ) | |||||||||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 166,400,326 | |||||||||||||||||||||||||
| Pro forma loss per share - basic and diluted | $ | (0.40 | ) | |||||||||||||||||||||||
| 7 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Description of the Business Combination
On 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, 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. On October 28, 2025, the Closing, 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 to be paid by Globalink to the Alps Holdco Shareholders in the form of PubCo ordinary shares at the Closing was equal to $1.6 billion.
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, the Merger and the transactions contemplated by the Merger Agreement and (ii) resolved to recommend approval of the Merger Agreement and related transactions by their respective shareholders.
As 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 PubCo ordinary shares. The aggregate consideration for the Business Combination is $1.6 billion, payable at the Closing in the form of newly issued PubCo ordinary shares, par value $0.0001 per share. The Merger Consideration Shares ware allocated pro rata with each Alps Holdco Shareholder receiving a number of PubCo ordinary shares determined in accordance with the terms of the Merger Agreement.
On 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 (including the $200,000 of subscription under the agreement entered into on August 27, 2024).
At the Closing of the Business Combination, the former Alps Holdco Shareholders will receive an aggregate of 160,000,000 PubCo ordinary shares, among which 8,000,000 PubCo ordinary shares are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement.
| 8 |
Note 2 — Basis of Presentation
The adjustments presented on the pro forma combined financial statements have been identified and presented to provide an understanding of PubCo upon consummation of the Business Combination for illustrative purposes.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). PubCo has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information. The historical financial information has been adjusted to reflect the pro forma adjustments that are directly attributable to the Business Combination and the PIPE financing as described below.
The 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.
Included 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, 800,000 PubCo ordinary shares to be issued to IBDC Asia Sdn. Bhd. as finder fees, 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, a director of Alps, representing 50% conversion of amounts due at closing in shares, an aggregate of 13,793 PubCo ordinary shares to be issued to Ms. Chew, a director of Alps, representing conversion of amounts due at closing in shares, and an aggregate of 280,394 PubCo ordinary shares to be issued to PGM as partial conversion of amounts due in promissory notes, and 39,000 to Ng Yan Xun as partial conversion of amounts due in due to related party advances at closing in shares. The parties secure $3,107,731 of PIPE financing. On May 22, 2025, Globalink, Alps Holdco and Chardan entered into the Amendment & Acknowledgement in relation to an aggregate of $5,025,000 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 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 pro forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently nondeductible or nontaxable based on the laws of the relevant jurisdiction.
| 9 |
Note 3 — Accounting for the Business Combination
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.
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 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 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.
Alps 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. |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment
The historical financial information of Globalink has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. One adjustment required to convert Globalink’s consolidated balance sheet from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify Globalink’s Public Warrants and Common stock subject to redemption to non-current financial liabilities under IAS 32, as shareholders have the right to require Globalink to redeem Globalink Public Shares and Warrants and Globalink has an irrevocable obligation to deliver cash or another financial instrument for such redemption.
| 10 |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment (Cont’d)
Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Globalink’s consolidated historical financial information in accordance with the presentation of Alps Holdco’s historical financial information, see below for effect of conversion on the financial statements.
Globalink’s Consolidated Balance Sheet as of September 30, 2025
Globalink’s consolidated financial statements have been prepared in accordance with U.S. GAAP and in USD currency and converted to IFRS as follows:
Globalink’s Consolidated Balance Sheet as of September 30, 2025
| US GAAP September 30, 2025 | IFRS Adjustments 2025 | Ref | IFRS September 30, 2025 | |||||||||||
| Assets | ||||||||||||||
| Non -current assets: | ||||||||||||||
| Cash held in Trust Account | $ | 1,375,147 | $ | - | $ | 1,375,147 | ||||||||
| 1,375,147 | - | 1,375,147 | ||||||||||||
| Current assets | ||||||||||||||
| Cash | 357,729 | - | 357,729 | |||||||||||
| Prepaid expense | 6,833 | - | 6,833 | |||||||||||
| 364,562 | - | 364,562 | ||||||||||||
| Total assets | $ | 1,739,709 | $ | - | $ | 1,739,709 | ||||||||
| Liabilities and Stockholders’ Deficit: | ||||||||||||||
| Common stock | $ | 3,445 | $ | - | $ | 3,445 | ||||||||
| Additional paid-in-capital | 990,399 | 12,124,881 | b | 13,115,280 | ||||||||||
| Accumulated deficit | (13,150,554 | ) | (12,699,881 | ) | b | (25,850,435 | ) | |||||||
| Total stockholders’ deficit | (12,156,710 | ) | (575,000 | ) | (12,731,710 | ) | ||||||||
| Liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Deferred underwriting commissions | 4,025,000 | - | 4,025,000 | |||||||||||
| Warrant liabilities | 28,500 | 575,000 | b | 603,500 | ||||||||||
| Common stock subject to possible redemption | - | 927,733 | a | 927,722 | ||||||||||
| 4,053,500 | 1,502,722 | 5,556,222 | ||||||||||||
| Common stock subject to possible redemption | 927,722 | (927,722 | ) | a | - | |||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | 213,625 | - | 213,625 | |||||||||||
| Franchise tax payable | 363,102 | - | 363,102 | |||||||||||
| Income tax payable | 515,293 | - | 515,293 | |||||||||||
| Convertible Note - Related Party | 5,194,421 | - | 5,194,421 | |||||||||||
| Promissory note – third party | 720,000 | 720,000 | ||||||||||||
| Due to related party | 277,000 | - | 277,000 | |||||||||||
| Excise tax liability | 1,631,756 | - | 1,631,756 | |||||||||||
| 8,915,197 | - | 8,915,197 | ||||||||||||
| Total liabilities | 12,968,697 | 1,502,722 | 14,471,419 | |||||||||||
| Total Liabilities and Stockholders’ Deficit | $ | 1,739,709 | $ | - | $ | 1,739,709 | ||||||||
(a) To reclassify and present redeemable common stock of Globalink as other liabilities under IFRS, as shareholders have the right to require Globalink to redeem the Globalink Public Shares and Globalink has an irrevocable obligation to deliver cash or another financial instrument for such redemption.
(b) To reclassify and present the Public Warrants of Globalink as other liabilities under IFRS, as the warrants represent a settlement alternative that does not result in the exchange of a fixed amount of cash for a fixed number of shares. The redemption provision is at the option of the issuer. As there is a potential settlement that will result in other than fixed amount of cash for a fixed number of shares, the warrants fail to meet the criteria to be accounted for as equity instruments. Specifically, there are redemption provisions for the warrants whereby they may be redeemed on a cashless basis, in which case the holders will receive a variable number of common stock based on the then market value to result in settlement equivalent to $0.01 per warrant.
| 11 |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment (Cont’d)
The historical impact of the reclassification adjustments referenced above was applied between accumulated deficit and additional paid in capital. Under GAAP, the proceeds from redeemable common stock discussed in adjustment above, were allocated into temp equity with the corresponding accretion to additional paid in capital, however, under IFRS, redeemable common stock will be a liability, thus no accretion will pass through equity. As a result, the historical accumulated accretion is reversed and reclassified back to additional paid in capital under GAAP.
U.S. GAAP to IFRS Conversion of Globalink’s Consolidated Statement of Operations for the six months ended September 30, 2025
Globalink’s financial statements have been prepared in accordance with U.S. GAAP and in USD currency and is converted to IFRS as follows:
Globalink’s Consolidated Statement of Operations for the six months ended September 30, 2025
| US GAAP September 30, 2025 | IFRS Adjustments 2025 | Ref | IFRS September 30, 2025 | |||||||||||
| General and administrative expenses | $ | (634,250 | ) | $ | - | $ | (634,250 | ) | ||||||
| Franchise tax expense | (77,200 | ) | - | (77,200 | ) | |||||||||
| Total operating expenses | (711,450 | ) | - | (711,450 | ) | |||||||||
| Operating loss | (711,450 | ) | - | (711,450 | ) | |||||||||
| Non-operating income (expenses) | ||||||||||||||
| Interest earned on cash and investments held in Trust Account | 48,455 | - | 48,455 | |||||||||||
| Penalties on income tax | (190,446 | ) | - | (190,446 | ) | |||||||||
| Interest expense | (844,614 | ) | - | (844,614 | ) | |||||||||
| Change in fair value of warrants liabilities | (24,225 | ) | (488,750 | ) | a | (512,975 | ) | |||||||
| Change in fair value of common stock | - | (159,390 | ) | a | (159,390 | ) | ||||||||
| Total non-operating income (expenses) | (1,010,830 | ) | (648,140 | ) | (1,658,970 | ) | ||||||||
| Loss before income tax | (1,722,280 | ) | (648,140 | ) | (2,370,420 | ) | ||||||||
| Income tax expenses | - | - | - | |||||||||||
| Net loss | $ | (1,722,280 | ) | $ | (648,140 | ) | $ | (2,370,420 | ) | |||||
(a) To recognize the changes in fair value of the warrant liability and common stock subject to redemption for the Six months ended September 30, 2025, under IAS 32 changes in fair value through profit or loss.
| 12 |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment (Cont’d)
U.S. GAAP to IFRS Conversion of Globalink’s Consolidated Statement of Operations for the twelve months ended March 31, 2025
Globalink’s financial statements have been prepared in accordance with U.S. GAAP and in USD currency and is converted to IFRS as follows:
Globalink’s Consolidated Statement of Operations for the trailing twelve months ended March 31, 2025
| US GAAP March 31, 2025 | IFRS Adjustments 2025 | Ref | IFRS March 31, 2025 | |||||||||||
| General and administrative expenses | $ | (1,236,495 | ) | $ | - | $ | (1,236,495 | ) | ||||||
| Franchise tax expense | (200,000 | ) | - | (200,000 | ) | |||||||||
| Total operating expenses | (1,436,495 | ) | - | (1,436,495 | ) | |||||||||
| Operating loss | (1,436,495 | ) | - | (1,436,495 | ) | |||||||||
| Non-operating income (expenses) | ||||||||||||||
| Interest earned on cash and investments held in Trust Account | 974,952 | - | 974,952 | |||||||||||
| Penalties on income tax | (282,936 | ) | - | (282,936 | ) | |||||||||
| Interest expense | (440,005 | ) | - | (440,005 | ) | |||||||||
| Change in fair value of warrants liabilities | 9,405 | 189,750 | a | 199,155 | ||||||||||
| Change in fair value of common stock | - | (1,881,515 | ) | a | (1,881,515 | ) | ||||||||
| Total non-operating income (expenses) | 261,416 | (1,691,765 | ) | (1,430,349 | ) | |||||||||
| Loss before income tax | (1,175,079 | ) | (1,691,765 | ) | (2,866,844 | ) | ||||||||
| Income tax expenses | (166,614 | ) | - | (166,614 | ) | |||||||||
| Net loss | $ | (1,341,693 | ) | $ | (1,691,765 | ) | $ | (3,033,458 | ) | |||||
(a) To recognize the changes in fair value of the warrant liability and common stock subject to redemption for the twelve months ended March 31, 2025, under IAS 32 changes in fair value through profit or loss.
Note 5 — Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of September 30, 2025
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
| A. | Reflects the settlement of the $5.03 million Fee Amount consisting of $1.00 million in M&A fee and $4.03 million of deferred underwriting fee, by the transfer of 4,187,500 shares from certain shareholders of Alps Holdco to Chardan. The fair value of the shares transferred is $41.88 million, based on the $10 purchase price value and PIPE raise. The settlement of the $5.03 million of Fee Amount is expected to result in $41.87 million of contributed capital and $36.85 million of loss in Globalink’s financial statements. |
| 13 |
Note 5 — Adjustments to Unaudited Pro Forma (Cont’d)
| B. | Reflects the liquidation and reclassification of $0.16 million of funds held in the Trust Account to cash and bank balances that become available following the Business. | |
| C. | Represents the transaction costs incurred and paid by Globalink and Alps Holdco of approximately $0.56 million for legal, accounting, due diligence and printing fees incurred as part of the Business Combination. For the Globalink transaction costs paid at closing is $0.33 million and an additional $0.33 million included in accrued liabilities are reflected as an adjustment to accumulated deficit and $0.66 million. For the Alps Holdco transaction costs of $0.23 million were paid at closing and $0.26 million in included in accrued liabilities of which $0.27 million are allocated to new share issuance and recorded to additional paid-in capital and $0.23 million is related to listing cost and recorded to accumulated. | |
| D. | Represents the elimination of Globalink’s historical accumulated deficit after recording the loss on settlement with Chardan as described in adjustment (A) above, the transaction costs to be incurred by Globalink as described in (C) above, the interest recognized in trust as described in (I) below, the interest expense related to the Convertible promissory note through settlement date as described in (K) below and the recording of the public warrants and Common stock subject to redemption as liabilities described in IFRS note 4 above. | |
| E. | Represents the estimated expense recognized, in accordance with IFRS 2, for the excess of the deemed costs of the shares issued by PubCo and the fair value of Globalink’s identifiable net assets at the date of the Business Combination, resulting in a $59.46 million increase to accumulated deficit. The fair value of shares issued was estimated based on the market price of Globalink common stock of $11.50 per share (as of October 28, 2025). The value is based on the share price of the GLLI common stock at the closing date. |
| Shares | Dollars | |||||||
| Globalink shareholders | ||||||||
| Public Shareholders | 1,162,634 | |||||||
| Sponsor and other shareholders | 3,502,000 | |||||||
| Fair value of shares to be issued to Globalink shareholders at $11.50 per share | $ | 53,643,303 | ||||||
| IFRS Net assets of Globalink as of September 30, 2025 | (12,731,710 | ) | ||||||
| Less: Globalink transaction costs, net | (467,740 | ) | ||||||
| Add: Settled underwriting fee and M&A fee by transfer of share from certain Alps Holdco shareholders | 5,194,421 | |||||||
| Add: Settled Promissory note with PubCo Ordinary stock | 2,025,000 | |||||||
| Add: Release of redeemable Common Stock | 163,521 | |||||||
| Less: Effect of maximum contractual redemption of Globalink shares | - | |||||||
| Adjusted net assets of Globalink as of September 30, 2025 | (5,816,508 | ) | ||||||
| Difference - being IFRS 2 charge for listing services | $ | 59,459,811 | ||||||
| F. | Represents the exchange of outstanding shares into 160,000,000 PubCo ordinary shares at par value of $0.0001 per share upon the Business Combination. | |
| G. | Reflects the release of 12,635 shares that did not redeem and are no longer subject to redemption. | |
| H. | Reflects the conversion of Common Stock into PubCo ordinary shares on a one-for-one basis and reflect the issuance shares in exchange for the rights. | |
| I. | Reflects the additional borrowings subsequent to September 30, 2025 in a form of a Promissory Note in order to fund the extension payments into the trust account and the interest earned in trust through October 28, 2025 the date of the latest extension deposit, net of tax effect. |
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Note 5 — Adjustments to Unaudited Pro Forma (Cont’d)
| K. | Reflects the repayment and settlement of the PGM loans of $4.83 million and due to related party of $0.39 million. The PGM loan reflects the settlement of $2.00 million in cash and the issuance of 280,394 PubCo ordinary shares at $10 per share. The cash was not yet been paid and remains payable as of October 28, 2025 date the transaction closed. The due to related party reflect the settlement of $0.39 million via the issuance of 39,000 PubCo ordinary shares at $10 per share. | |
| L. | Reflects the conversion of Globalink’s Public and Private Rights into 1,207,000 PubCo ordinary shares upon the Closing of the Business Combination, including 57,000 Private Rights of Globalink held by PGM. | |
| M. | Reflects proceeds taking into account the subscription of $3.11 million in PIPE funding at Closing pursuant to the subscription agreements in connection with the PIPE Investment. | |
| N. | Reflects 0.5% finder fees to IBDC Asia Sdn. Bhd. for introducing Globalink to Alps Holdco for corporate exercise payable in shares and valued at $10 per share. The shares are issued as transaction cost was proportionally allocated against additional paid in capital and accumulated deficit based on the proportional issuance of New shares versus shares issued for listing exchange purposes. | |
| O. | Reflects the redemption in connection with the redemption in connection with the closing of an additional 59,966 shares tendered for redemption resulting in redemption of $0.78 million from the trust at $12.94 per share. | |
| P. | Reflects the issuance of 291,716 PubCo ordinary shares at $10 for the conversion 50% of amounts due to director Dr. Tham of Alps at $10 per shares and 13,793 PubCo ordinary shares at $10 for the conversion of amounts due to a director of Alps, Ms. Chew. |
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for six months period ended September 30, 2025 and for the Year Ended March 31, 2025
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
(AA) Reflects the elimination of interest income generated from the cash and investments held in the Trust Account.
(BB) Represents $59.46 million of expense recognized, in accordance with IFRS 2, for the difference between the deemed costs of the shares issued by PubCo and the carrying value of Globalink’s identifiable net assets, as described in (E) above. This cost is a nonrecurring item.
(CC) To reflect the incremental transaction cost incurred of $2.11 million. This is a non-recurring item.
(DD) To reflect the reversal of the fair value change of financial liability in connection with Common Stock subject to redemption as the shares at closing are no longer redeemable and thus accounted for as equity instruments.
Note 6 — Net Earnings (Loss) per Share
Represents the earnings (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since April 1, 2024. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings (loss) per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the Maximum Contractual Redemption Scenario are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.
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Note 6 — Net Earnings (Loss) per Share (Cont’d)
The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption. The following table sets out the share ownership of PubCo following Closing on a pro forma basis under the No Redemption Scenario and the Maximum Contractual Redemption Scenario:
The following table sets out the share ownership of PubCo following Closing on a pro forma basis based on Actual Redemptions: (Six Months Ended September 30, 2025)
| Net loss per share | Actual Redemption | |||
| Net loss | $ | (3,609,332 | ) | |
| Net loss per share – Basic | $ | (0.02 | ) | |
| Net loss per share - Diluted (1) | $ | (0.02 | ) | |
The following table sets out the share ownership of PubCo following Closing on a pro forma based on Actual Redemptions: (Twelve Months Ended March 31, 2025)
| Net loss per share | Actual Redemption | |||
| Net loss | $ | (66,225,509 | ) | |
| Net loss per share – Basic | $ | (0.40 | ) | |
| Net loss per share - Diluted (1) | $ | (0.40 | ) | |
| Actual Redemption | ||||||||||||
| Percent | ||||||||||||
| Pro forma Ownership | Number of Shares | Outstanding | Fully diluted | |||||||||
| Globalink public shares and rights | 1,162,634 | 0.7 | % | 0.7 | % | |||||||
| Globalink Founder and director shares | 2,875,000 | 1.7 | % | 1.7 | % | |||||||
| shares and rights held by PGM and other debt converting related parties | 946,395 | 0.6 | % | 0.5 | % | |||||||
| PIPE Investors | 310,788 | 0.2 | % | 0.2 | % | |||||||
| IBDC Asia Sdn. Bhd. | 800,000 | 0.5 | % | 0.5 | % | |||||||
| Alps Director | 305,509 | 0.2 | % | 0.2 | % | |||||||
| Alps Holdco Shareholders (2) | 160,000,000 | 96.1 | % | 92.7 | % | |||||||
| Weighted average shares outstanding | 166,400,326 | 100 | % | |||||||||
| Potential Sources of Dilution(1) | ||||||||||||
| Public Warrants | 5,750,000 | 3.3 | % | |||||||||
| Private Warrants | 285,000 | 0.2 | % | |||||||||
| Fully diluted weighted average shares outstanding | 172,435,326 | 100 | % | |||||||||
| (1) | The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive. | |
| (2) | Includes 4,187,500 shares to be transferred to Chardan pursuant to the Amendment & Acknowledgement. |
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FAQ
What major transaction does Alps Group Inc (ALPS) describe in this 6-K?
How much equity do Alps Holdco shareholders own in the combined ALPS company?
What PIPE financing does Alps Group Inc (ALPS) report with the business combination?
What are the key pro forma net losses reported by Alps Group Inc (ALPS)?
How did redemptions and trust cash affect ALPS’ post-merger structure?
What accounting treatment does Alps Group Inc (ALPS) apply to the merger?
What is the pro forma share count and EPS for Alps Group Inc (ALPS) after the deal?
