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 |