Business Context and Reporting Period
This filing is a Shell Company Report on Form 20-F for Alps Group Inc, a Cayman Islands exempted company. The report covers the consummation of a Business Combination on October 28, 2025, between Globalink Investment Inc. and Alps Life Sciences Inc. (Alps Holdco). Following the merger, the combined entity operates under the name Alps Group Inc, with its principal executive offices in Kuala Lumpur, Malaysia. The company is listed on the Nasdaq Stock Market under the symbol ALPS.
Key Financial Metrics
The filing provides unaudited pro forma combined financial information as of March 31, 2025, reflecting the post-transaction capitalization. Specific revenue, profit, or cash flow figures for the reporting period are not included in this shell company report; detailed operating results are incorporated by reference from the Proxy Statement.
| Metric | Amount (USD) |
|---|---|
| Cash and Cash Equivalents | 3,034,585 |
| Total Equity | (265,676) |
| Current Debt | 9,314,864 |
| Non-Current Debt | 850,331 |
| Total Indebtedness | 10,165,195 |
| Total Capitalization | 9,899,519 |
Transaction Consideration: The aggregate consideration for the Business Combination was US$1.6 billion, payable in newly issued PubCo ordinary shares at $10.00 per share. Additionally, a Private Placement (PIPE) of US$3,107,875 was consummated immediately prior to closing.
Material Changes
- Corporate Structure: Globalink merged with and into PubCo (Redomestication Merger), and Merger Sub merged with Alps Holdco (Acquisition Merger). Alps Holdco is now a wholly-owned subsidiary of Alps Group Inc.
- Share Capital: As of October 28, 2025, there were 166,400,326 ordinary shares outstanding. 8,000,000 shares (5% of Merger Consideration Shares) were placed in escrow to satisfy indemnification obligations.
- Securities Conversion: Globalink common stock, warrants, and rights were converted into Alps Group Inc. ordinary shares, warrants (symbol: ALPWF), and rights, respectively.
- Management: Dr. Tham Seng Kong serves as CEO and Interim CFO. The company is actively seeking a permanent CFO.
Outlook, Risks, and Contingencies
Management Commentary: The company focuses on life sciences, specifically cellular therapy and vaccine development. The business is conducted through subsidiaries, with operations primarily based in Malaysia.
Risks and Contingencies:
- Financing: Risk of inability to obtain equity or debt financing on favorable terms.
- Development Delays: Potential delays in product development, clinical trials, or commercialization.
- Market Conditions: Exposure to foreign exchange fluctuations, supply chain disruptions, and pricing pressure.
- Listing Status: Risk of failing to maintain listing requirements on U.S. securities exchanges.
- Dividends: The company has no current plans to pay cash dividends; returns depend on share price appreciation.
Forward-Looking Statements: The filing includes standard cautionary notes that actual results may differ materially from expectations due to various risks and uncertainties.
Investor Verification Checklist
- Verify the Proxy Statement for detailed historical financial results and MD&A, as this Form 20-F incorporates them by reference rather than providing full statements.
- Confirm the status of the 8,000,000 escrowed shares and the conditions for their release regarding indemnification obligations.
- Review the PIPE Investment terms and the registration rights agreement filed within 60 days of closing.
- Monitor the appointment of a permanent Chief Financial Officer, as the current role is interim.
- Assess the pro forma debt levels (approx. $10.2M) relative to the cash position ($3.0M) and future capital requirements for clinical trials.