Current Report Filing (8-k)
December 22 2022 - 4:32PM
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2022-12-20
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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
December
20, 2022
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.) |
1180
Avenue of the Americas, 8th Floor
New
York |
|
10036 |
(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
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
December 20, 2022, Globalink Investment Inc. (the “Company”) received a comment letter (the “Comment Letter”)
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”).
The Staff noted that the Company had filed an amended Forms 10-K for the period ended December 31, 2021, and amended Forms 10-Q for the
periods ended March 30, 2022 and June 30, 2022 to restate the Company’s previously issued financial statements. Accordingly, the
Company was asked to file an Item 4.02 8-K indicating that the Company’s previously issued financial statements, and related audit
report, should no longer be relied upon.
On
November 10, 2022, the Company’s audit committee (the “Audit Committee”), based on the recommendation of, and after
consultation with, the Company’s management, and as discussed with Friedman LLP (“Friedman”), the Company’s independent
registered public accounting firm for the previously issued financial statements, concluded that the Company’s audited financial
statements as reported in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC
on March 31, 2022 (the “Form 10-K”), the quarterly report on Form 10-Q for the period ended March 31, 2022 filed with the
SEC on May 16, 2022 (the “Form 10-Q1”); and the quarterly report on Form 10-Q for the period ended June 30, 2022 filed with
the SEC on August 15, 2022 (the “Form 10-Q2”) should no longer be relied upon due to the misclassification of the Company’s
outstanding warrants as components of equity instead of as liabilities (the “Non-Reliance Period”). Similarly, the audit
report of Friedman dated March 31, 2022 and included in the Form 10-K, and any communications
describing relevant portions of the Company’s financial statements for the Non-Reliance Period, should no longer be relied upon.
As
a result, the Company restated its historical financial results for the Non-Reliance Period to reflect the classification of the warrants
as liabilities (the “Restatement”).
On
December 5, 2022, the Company filed an amendment to the Form 10-K, an amendment to the Form 10-Q1, and an amended to the Form 10-Q2 to
reflect the Restatement. Going forward, unless the Company amends the terms of its warrant agreement, the Company expects to continue
to classify the warrants as a liability, which would require the Company to incur the cost of measuring the fair value of the warrant
liabilities, and which may have an adverse effect on the Company’s results of operations. While the Company has not generated any
operating revenues to date and will not generate any operating revenues until after completion of its initial business combination, at
the earliest, the change in fair value of the warrants is a non-cash charge and will be reflected in the Company’s statement of
operations. The Audit Committee and management of the Company have discussed the matters disclosed pursuant to this Item 4.02 with Friedman.
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 22, 2022 |
|
|
|
GLOBALINK
INVESTMENT INC. |
|
|
|
By: |
/s/
Say Leong Lim |
|
Name: |
Say
Leong Lim |
|
Title: |
Chief
Executive Officer |
|
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