GLLIU Globalink Investment Inc

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

November 28, 2023

Date of Report (Date of earliest event reported)

 

GLOBALINK INVESTMENT INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41122		36-4984573
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

200 Continental Drive, Suite 401 Newark, Delaware		19713
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 212-382-4605

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		GLLI		The Nasdaq Stock Market LLC
Warrants		GLLIW		The Nasdaq Stock Market LLC
Rights		GLLIR		The Nasdaq Stock Market LLC
Units		GLLIU		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Amendment of Trust Agreement

 

On December 9, 2021, Globalink Investment Inc., a company incorporated under the laws of Delaware (the “Company”), consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated December 6, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-261222) for the Offering. The Trust Agreement was first amended on March 6, 2023, and the Amendment No. 1 to the Trust Agreement was filed as exhibit 10.1 to the Form 8-K (File No. 001-41122) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

 

On November 28, 2023, at 9:00 a.m. ET, the Company held a special meeting of its stockholders at https://www.cstproxy.com/globalinkinvestment/sm2023, pursuant to due notice (the “Special Meeting”). At the Special Meeting, the Company’s stockholders entitled to vote at the meeting cast their votes and approved a proposal to amend the Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the trust account of the Company for its public stockholders (the “Trust Account”) if the Company has not completed its initial business combination to the procedures in an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment of Charter”) which was also approved by the Company’s stockholders at the meeting and which is described under Item 5.03 below, which description is incorporated herein by reference.

 

The foregoing summary of the amendment to the Trust Agreement is qualified by the full text of the Amendment No. 2 to Investment Trust Agreement dated November 30, 2023 by and between the Company and Continental included as Exhibit 10.1 hereto, which is incorporated herein by reference.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

Amendment of Certificate of Incorporation

 

As described in Item 5.03 below, which description is incorporated herein by reference, the stockholders of the Company approved an amendment to the Amended and Restated Certificate of Incorporation of the Company at the Special Meeting held on November 28, 2023, and the Company subsequently filed the Amendment of Charter with the Delaware Department of State.

 

 

Item 5.03. Articles of Incorporation or Bylaws.

 

The stockholders of the Company approved the Amendment of Charter at the Special Meeting, changing the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s outstanding public shares of common stock included as part of the units sold in the Company’s initial public offering that closed on December 9, 2021 (the “IPO”), which is currently December 9, 2023 unless extended.

 

The Charter Amendment allows the Company to extend the Termination Date by up to twelve (12) monthly extensions, to December 9, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”). To obtain each extension, the Company, its sponsor or any of their affiliates or designees must deposit into the Company’s Trust Account with Continental by the deadline applicable prior to the extension $60,000 for each monthly extension.

 

Following receipt of stockholder approval of the Amendment of Charter, the Company filed the Amendment of Charter with the Delaware Department of State. The foregoing summary is qualified by the full text of the Amendment to the Second Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 hereto, which is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 28, 2023, at 9:00 a.m. ET, the Company held a special meeting of its stockholders at https://www.cstproxy.com/globalinkinvestment/sm2023, pursuant to due notice. On the record date of October 18, 2023, the Company had 8,188,305 shares of common stock entitled to vote at the Special Meeting. At the Special Meeting, holders of the Company’s outstanding shares of common stock voted on three of the four proposals presented, the Extension Amendment Proposal, the Trust Amendment Proposal, and the Director Election Proposal, each as described in the proxy statement dated November 7, 2023. The Stockholders entitled to vote at the Special Meeting cast their votes as described below:

 

Proposal 1- Extension Amendment Proposal

 

The stockholders of the Company approved the proposal (the “Extension Amendment Proposal”) to amend Company’s second amended and restated certificate of incorporation, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s outstanding public shares of common stock included as part of the units sold in the Company’s initial public offering that was consummated on December 9, 2021, which we refer to as the “IPO,” from December 9, 2023 to, if the Company elects to extend the date to consummate a business combination, for up to twelve times of monthly extensions, December 9, 2024, unless the closing of the Company’s initial business combination shall have occurred. The following is a tabulation of the voting results:

 

Common Stock:

 

		Votes For		Votes Against		Abstentions
Number of Shares Voted:		6,378,351		108,594		2,500
Percentage of Outstanding Shares of Common Stock:		77.90%		1.33%		0.03%

 

 

Proposal 2 - Trust Amendment Proposal

 

The stockholders of the Company approved the proposal to amend the Company’s Trust Agreement with Continental (the “Trust Amendment Proposal”), pursuant to which the Company’s Trust Agreement with Continental be amended to extend the time for the Company to complete its initial business combination under the Trust Agreement from (x) December 9, 2023, to (y) up to December 9, 2024, if the Company elects to extend the date to consummate a business combination, for up to twelve times of monthly extensions, by depositing into the Trust Account $60,000 for each one-month extension from December 9, 2023 to December 9, 2024, unless the Closing of the Company’s initial business combination shall have occurred. The following is a tabulation of the voting results:

 

Common Stock:

 

		Votes For		Votes Against		Abstentions
Number of Shares Voted:		6,378,351		108,594		2,500
Percentage of Outstanding Shares of Common Stock:		77.90%		1.33%		0.03%

 

Proposal 3 – Director Election Proposal

 

The stockholders of the Company approved the proposal to re-elect Kian Huat Lai as Class I director of the Company, until the annual meeting of the Company to be held in 2026 or until his successor is appointed and qualified. The following is a tabulation of the voting results:

 

Common Stock:

 

		Votes For		Votes Against		Abstentions
Number of Shares Voted:		6,373,351		108,594		7,500
Percentage of Outstanding Shares of Common Stock:		77.83%		1.33%		0.09%

 

Proposal 4 – Adjournment Proposal

 

The fourth proposal to adjourn the Special Meeting (the “Adjournment Proposal”) was not presented at the Special Meeting since the Extension Amendment Proposal, the Trust Amendment Proposal, and the Director Election Proposal received sufficient favorable votes to be adopted.

 

Item 7.01. Regulation FD Disclosure.

 

A press release describing the results of the Special Meeting is attached hereto as Exhibit 99.1

 

Item 8.01. Other Events.

 

Redemption of Public Shares

 

In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 2,180,738 shares of the Company’s common stock (the “Public Shares”) exercised their right to redeem those shares for cash at an approximate price of $10.82 per share, for an aggregate of approximately $23.60 million. Following the payment of the redemptions, the Trust Account will have a balance of approximately $27.73 million before the Extension Payment.

 

Item 9.01. Exhibits.

 

Exhibit Number		Description of Exhibit
3.1		Amendment to the Second Amended and Restated Certificate of Incorporation of the Company dated November 28, 2023.
10.1		Amendment No. 2 to Investment Management Trust Agreement dated November 30, 2023 by and between the Company and Continental Stock Transfer and Trust Company.
99.1		Press Release
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

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 hereunto duly authorized.

 

Dated: December 4, 2023

 

	GLOBALINK INVESTMENT INC.
	By:	/s/ Say Leong Lim
	Name:	Say Leong Lim
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

AMENDMENT

TO THE

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GLOBALINK INVESTMENT INC.

 

Globalink Investment Inc., a corporation formed under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1. The name of the Corporation is “Globalink Investment Inc.” The original certificate of incorporation (the “Original Certificate”) was filed with the Secretary of State of the State of Delaware on March 24, 2021.

 

2. On December 3, 2021, in connection with the IPO, the Corporation adopted its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”).

 

3. On April 18, 2023, in connection with its plan to extend the deadline to complete the Business Combination (as such term is defined in the Amended and Restated Certificate), the Company adopted its Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”).

 

4. This Amendment to the Second Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

5. The text of Section E of Article VI is hereby amended and restated to read in full as follows:

 

“In the event that the Corporation does not consummate a Business Combination by December 9, 2023, or up to December 9, 2024, if the Corporation elects to extend the amount of time to complete a Business Combination for up to twelve times of one-month extensions, from December 9, 2023 to December 9, 2024, unless the closing of the Corporation’s initial business combination shall have occurred (in any case, such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation or necessary to pay its taxes divided by the total number of IPO Shares then outstanding.”

 

6. The text of Section I of Article VI is hereby amended and restated to read in full as follows:

 

“If any amendment is made to this Article Sixth that would modify the substance or timing of the Corporation’s obligation to provide for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation has not consummated an initial Business Combination by December 9, 2023, or up to December 9, 2024 if the time to complete a Business Combination is extended as described in paragraph E, or with respect to any other provision in this Article Sixth, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at the per-share price specified in paragraph C.”

 

 

IN WITNESS WHEREOF, Globalink Investment Inc. has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

 

Globalink Investment Inc.

 

By:	/s/ Say Leong Lim
Name:	Say Leong Lim
Title:	Chief Executive Officer

 

 

Exhibit 10.1

 

AMENDMENT NO. 2

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 2 (this “Amendment”), dated as of November 28, 2023, to the Investment Management Trust Agreement, as amended (as defined below) is made by and between Globalink Investment Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 6, 2021, which was amended on March 6, 2023 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at a Special Meeting of the Company held on November 28, 2023, the Company’s stockholders approved, among others:

 

	(i)	a proposal to amend the Company’s amended and restated certificate of incorporation (the “Amended Charter”) extending the date by which the Company has to consummate a business combination from December 9, 2023 to up to December 9, 2024, if the Company elects to extend the Applicable Deadline on a monthly basis; and
	(ii)	a proposal to amend the Trust Agreement (x) extending the time for the Company to complete its initial business combination under the Trust Agreement from December 9, 2023 to up to December 9, 2024, if the Company elects to extend the Applicable Deadline on a monthly basis, and (y) requiring the Company to, deposit into the Trust Account $60,000 for each one-month extension from December 9, 2023 to December 9, 2024, unless the Closing of the Company’s initial business combination shall have occurred; and

 

NOW THEREFORE, IT IS AGREED:

 

1.

Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by Chairman of the Board or Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein, provided, however, that in the event that a Termination Letter has not been received by the Trustee by December 9, 2023 or, in the event that the Company extended the time to complete the Business Combination on a monthly basis up to December 9, 2024 but has not completed the Business Combination within such extended deadline (as applicable, the “Applicable Deadline”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Applicable Deadline;”

 

 

2.

A new Exhibit D of the Trust Agreement is hereby added as follows:

 

[Letterhead of Company]

 

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account — Extension Letter

 

Ladies and Gentlemen:

 

Pursuant to paragraphs 1(j) of the Investment Management Trust Agreement between Globalink Investment Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 9, 2021, as amended (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional _______ month, from ____________ to __________ (the “Extension”).

 

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the Extension Fee in the amount of $60,000 for such one-month extension until ____________, unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you and shall be deposited into the Trust Account investments upon receipt.

 

This is the _____ of up to twelve Extension Letters.

 

Very truly yours,

 

GLOBALINK INVESTMENT INC.
By:
Name:	Say Leong Lim
Title:	Chief Executive Officer

 

	3.	All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
	4.	This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
	5.	This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
	6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Second Amendment to the Investment Management Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President
GLOBALINK INVESTMENT INC.
By:	/s/ Say Leong Lim
Name:	Say Leong Lim
Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

Globalink Investment Inc. Announces Charter and Trust Agreement Amendments

 

New York, NY – December 4, 2023 — Globalink Investment Inc. (Nasdaq: GLLI, GLLIW, GLLIR, GLLIU) (“Globalink” or the “Company”), a special purpose acquisition company, announced today that its stockholders approved amendments to its charter and trust agreement to extend the deadline to complete its initial business combination and change the structure and cost of such extensions. Globalink obtained the first of up to twelve extensions of the deadline – from December 9, 2023 to January 9, 2024 – by depositing $60,000 into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company (“Continental”).

 

Globalink’s stockholders, at a special meeting of its stockholders held on November 28, 2023, approved amendments to Globalink’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) and Globalink’s Investment Management Trust Agreement, as amended, originally entered into on December 6, 2021 with Continental (the “Trust Agreement Amendment”) to extend the deadline to complete Globalink’s initial business combination from December 9, 2023 to up until December 9, 2024 for up to twelve times of monthly extensions, by depositing into the Trust Account $60,000 prior to each one-month extension.

 

The Charter Amendment triggered a right of Globalink’s public stockholders to demand the redemption of their public shares out of funds held in the Trust Account. Holders of 2,180,738 public shares properly requested redemption leaving 2,562,567 public shares outstanding. After payment of the redemption price to the redeeming public shareholders of approximately $10.82 per share for an aggregate of $23.60 million, Globalink will have approximately $27.73 million left in its Trust Account.

 

As a consequence of the adoption of the Charter Amendment and the Trust Agreement Amendment and the redemptions, Globalink can now obtain up to twelve monthly extensions, or up until December 9, 2024, to complete its initial business combination at a cost of $60,000 per extension.

 

About Globalink Investment Inc.

 

Globalink is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic region, Globalink intends to pursue targets in North America, Europe, South East Asia, and Asia (excluding China, Hong Kong and Macau) in the technology industry, specifically within the medical technology and green energy sectors.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see the section titled “Risk Factors” in the Company’s Prospectus filed with the SEC on December 6, 2021 and subsequent reports filed with the SEC, as amended from time to time. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Globalink Contact:

 

Say Leong Lim

Globalink Investment Inc.

Telephone: 212-382-4605

Email: sllim@globalinkinvestment.com

 

 

v3.23.3

Cover	Nov. 28, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41122
Entity Registrant Name	GLOBALINK INVESTMENT INC.
Entity Central Index Key	0001888734
Entity Tax Identification Number	36-4984573
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Continental Drive
Entity Address, Address Line Two	Suite 401
Entity Address, City or Town	Newark
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19713
City Area Code	212
Local Phone Number	382-4605
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	GLLI
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	GLLIW
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	GLLIR
Units
Title of 12(b) Security	Units
Trading Symbol	GLLIU

---