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
Date of Report (Date of earliest event reported): August 6, 2024
| GLOBAL LIGHTS ACQUISITION CORP |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands | | 001-41865 | | N/A |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification Number) |
Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road Chaoyang District, Beijing 100123 The People's Republic of China |
| (Address of principal executive offices) |
+86 10-5948-0786
(Registrant’s telephone number, including area code)
(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 (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | | Trading
Symbol | | Name of each exchange
on which registered |
| Units, consisting of one Ordinary Share, $0.0001 par value, and one Right to acquire one-sixth of one Ordinary Share | | GLACU | | The Nasdaq Stock Market LLC |
| Ordinary Shares, par value $0.0001 per share | | GLAC | | The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-sixth of one Ordinary Share | | GLACR | | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
The disclosures set forth under Item 2.03 are incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 6, 2024, Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”) issued two unsecured promissory notes (collectively, the “Notes”), each in the principal amount of up to $300,000, to (i) Mr. Zhizhuang Miao, the Chief Executive Officer of the Company, and (ii) Moore (Dalian) Technology Co., Ltd, a related party to the Company, respectively.The proceeds of each Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.
Each of the Notes bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case each Note may be accelerated.
The payee of each Note, or its registered assignees or successors in interest (the “Payee”), has the right, but not the obligation, to convert such Note, in whole or in part, respectively, into private units (the “Units”) of the Company, each consisting of one ordinary share, par value $0.0001 per share (the “Ordinary Share”), and one right to receive one-sixth (1/6) of one Ordinary Share upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-274645), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of Units to be received by each Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the payee under such Note by (y) $10.00.
The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of each Note is attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and is incorporated herein by reference. The foregoing description of the Notes does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Notes.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of each of the Notes, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by such Payee until thirty (30) days following the completion of the Company’s initial business combination and (2) are entitled to registration rights.
Item 9.01 Financial Statements and Exhibits.
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.
| | Global Lights Acquisition Corp |
| | |
| | By: | /s/ Zhizhuang Miao |
| | Name: | Zhizhuang Miao |
| | Title: | Chief Executive Officer |
| | | |
| Date: August 8, 2024 | | |
