Business Combination and Mergers - The Company approved an amendment allowing an extension of the Termination Date to June 9, 2025, with a deposit of $60,000 for each monthly extension [178]. - The Company has extended the deadline for completing its initial business combination to September 9, 2025, having done so twenty-six times since the IPO [183]. - A Merger Agreement was entered into on January 30, 2024, with Alps Global Holding Pubco, involving a two-step merger process [184]. - The Company intends to use substantially all funds in the Trust Account to complete its business combination [207]. - The Company has a mandatory liquidation date of September 9, 2025, if a business combination is not consummated, raising substantial doubt about its ability to continue as a going concern [231]. Financial Performance - As of June 30, 2025, the Company reported a net loss of $1,632,451, which included interest expense of $736,826 and operating expenses of $604,083 [196]. - For the three months ended June 30, 2025, the Company had a net loss of $893,896, primarily due to interest expense of $451,629 and general administrative expenses of $333,827 [195]. - The Company reported cash used in operating activities of $430,447 for the six months ended June 30, 2025 [204]. - The Company generated non-operating income of $66,336 from interest on cash held in the Trust Account for the six months ended June 30, 2025 [206]. Shareholder Transactions - Holders of 2,285,056 shares redeemed their shares for cash at approximately $11.77 per share, totaling about $26.89 million, but were overpaid by $563,108 [179]. - The Company has recovered $397,214 of the overpayment made to redeeming shareholders as of the filing date [180]. - As of June 30, 2025, the PIPE Investors have subscribed for an aggregate of $3,479,911, excluding a terminated $40 million subscription [187]. - The Company is obligated to file a registration statement for the resale of all PIPE Shares within 60 days of the Closing [189]. Capital Structure and Debt - The Company has incurred significant costs in pursuing its acquisition plans, with no assurance of successful completion [176]. - The Company has entered into multiple promissory notes with Public Gold Marketing Sdn Bhd, totaling $2,000,000, all of which had been fully borrowed as of June 30, 2025 [210][211][212][213][214][216][218][219]. - The Company entered into multiple promissory notes with Public Gold Marketing Sdn. Bhd., totaling $1,650,000 for working capital, all bearing an interest of 6% per annum and fully borrowed by June 30, 2025 [220][222][223][224]. - As of June 30, 2025, the aggregate principal amount owed to related parties in connection with the promissory notes was $4,570,422, reflecting an increase from $4,445,458 as of December 31, 2024 [238]. - The total outstanding balance of promissory notes with Dr. Tham Seng Kong reached $650,000 as of June 30, 2025, following an additional withdrawal of $200,000 [226]. - The Company has no long-term debt, capital lease obligations, or off-balance sheet arrangements as of June 30, 2025 [232][233]. Regulatory and Compliance - The Company received Nasdaq's approval for the transfer of its securities from the Nasdaq Global Market to the Nasdaq Capital Market on March 6, 2024 [190]. - The Company’s securities were suspended from trading on Nasdaq on December 17, 2024, and subsequently delisted effective May 19, 2025 [192]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may affect its compliance with new accounting standards [241]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [247]. Accounting and Financial Reporting - The Company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance [245]. - Public warrants meet the criteria for equity treatment, while private warrants are classified as liabilities and recorded at fair value [245]. - As of June 30, 2025, the Private Placement Warrants were valued using the observable price for the public warrant as a benchmark [245]. - In December 2023, the FASB issued ASU 2023-09, which requires expanded disclosures of income taxes paid effective for fiscal years beginning after December 15, 2024 [246]. - The Company's management is evaluating the impact of ASU 2023-09 on its consolidated financial statements [246]. IPO and Capital Raising - The Company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit [199]. - The PIPE Investment aims to raise additional capital for PubCo, with agreements totaling $3,279,911 at a purchase price of $10.00 per share [187]. - The underwriters are entitled to a deferred underwriting discount of $4,025,000, which will be payable only if the Company completes an initial business combination [235].
Globalink Investment Inc.(GLLIU) - 2025 Q2 - Quarterly Report