Skip to main content

Alps Group Inc

For the period ended Feb 4, 2026. Filed Feb 5, 2026.

View on SEC.gov

About this filing

What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.

Feb 4, 2026 · Filed Feb 5, 2026

Use the contents to explore the available documents and sections.

ALPS$0.33+4.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

EX-99.1 · Basis of Pro Forma Presentation

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.

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 rights1,162,634
Globalink Founder and director shares2,875,000
Private shares and rights owned and converted shares expected to be owned by PGM946,395
PIPE Investors310,788
IBDC Asia Sdn. Bhd.800,000
Alps Director305,509
Alps Holdco Shareholders (1)160,000,000
Weighted average shares outstanding166,400,326
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 Investors0.2%
Percent of shares owned by Globalink public holders0.7%
Percent of shares owned by Globalink Founders and directors1.7%
Percent of shares owned by Alps Director0.2%
Percent of shares owned by PGM0.6%
100.0%
(1)Includes 4,187,500 shares to be transferred to Chardan pursuant to the Amendment & Acknowledgement.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.