QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including the annexes to this Proxy Statement.
Why
am I receiving this Proxy Statement? |
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We
are a blank check company formed under the laws of the State of Delaware on March 24, 2021,
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses. On December 9,
2021, we consummated our IPO from which we derived gross proceeds of $115 million (including
the over-allotment option), and incurring offering costs (inclusive of the full exercise
of the underwriter’s over-allotment option) of approximately $6.925 million,
inclusive of $2.3 million of underwriting discount and $4.025 million in deferred
underwriting commissions. Like most blank check companies, our charter provides for the return
of our IPO proceeds held in trust to the holders of shares of our common stock, par value
$0.001, sold in our IPO if there is no qualifying business combination(s) consummated on
or before a certain date, March 9, 2023 (or by September 9, 2023 if we elect to extend the
Termination Date). Our Board believes that it is in the best interests of the stockholders
to continue our existence until the Extended Date in order to allow us more time to complete
a Business Combination.
The
purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete a Business Combination. |
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What
is being voted on? |
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You
are being asked to vote on:
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a
proposal to amend our charter to extend the date by which we have to consummate a business combination from March 9, 2023 (or by
September 9, 2023 if we elect to extend the Termination Date) to March 9, 2023 (or by December 9, 2023 if we elect to extend the
Termination Date if we elect to extend the Termination Date for up to five times, comprising of two three-month extensions from March
9, 2023 to September 9, 2023, followed by three one-month extensions from September 9, 2023 to December 9, 2023),unless the closing
of the Company’s initial business combination shall have occurred; |
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a proposal to amend our Trust
Agreement to extend the date by which we have to consummate a business combination from March 9, 2023 (or by September 9, 2023 if we
elect to extend the Termination Date) to March 9, 2023 (or by December 9, 2023 if we elect to extend the Termination Date for up to
five times, comprising of two three-month extensions from March 9, 2023 to September 9, 2023, followed by three one-month extensions
from September 9, 2023 to December 9, 2023) by depositing into the Trust Account an applicable Extension Payment, unless the Closing
of the Company’s initial business combination shall have occurred; and |
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal. |
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The
Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation
of our Board’s plan to extend the date that we have to complete our initial business
combination. The purpose of the Extension Amendment and the Trust Amendment is to allow the
Company more time to complete a Business Combination. Approval of the Extension Amendment
Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
However,
we will not proceed with the Extension if the number of redemptions or repurchases of shares of our common stock, par value $0.001
issued in our IPO, which shares we refer to as the “public shares,” causes us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement,
will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount,” equal to the number of
public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii)
deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain
in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders
of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business
combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.
We
cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal
are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $118.03 million
that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial
business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment. In the event the Special Meeting is
cancelled and we do not complete a Business Combination by the Termination Date, we will dissolve and liquidate in accordance with
the charter.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a Business Combination
by March 9, 2023 (or by September 9, 2023 if we elect to extend the Termination Date), we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably practicable following such redemption, subject to the approval of Globalink’s then stockholders
and subject to the requirements of the DGCL, dissolve and liquidate the balance of the Company’s net assets to its remaining
stockholders, as part of Globalink’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to
its obligations under the DGCL to provide for claims of creditors and the requirements of applicable law. |
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There
will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as
a result of their ownership of the Founder Shares and Private Placement Warrants. |
Why
is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? |
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Our
charter provides that we have until March 9, 2023 to complete our initial business combination
(or by September 9, 2023 if we elect to extend the Termination Date). Our Board has determined
that it is in the best interests of our stockholders to approve the Extension Amendment Proposal,
the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional
time to consummate a Business Combination. While we are using our best efforts to complete
a Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Termination Date to complete a Business Combination. Accordingly,
the Board believes that in order to be able to consummate a Business Combination, we will
need to obtain the Extension. Without the Extension, the Board believes that there is significant
risk that we might not, despite our best efforts, be able to complete a Business Combination
on or before March 9, 2023. If that were to occur, we would be precluded from completing
a Business Combination and would be forced to liquidate even if our stockholders are otherwise
in favor of consummating a Business Combination.
The
Company believes that given its expenditure of time, effort and money on a Business Combination, circumstances warrant providing
public stockholders an opportunity to consider a Business Combination. Accordingly, the Board is proposing the Extension Amendment
Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate 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 IPO,
from (a) 15 months from the consummation of the IPO, or March 9, 2023, or (b) up to 21 months from the consummation of the IPO if
the Company elects to extend the date to consummate a business combination on a quarterly basis for up to two times by an additional
three months each time after March 9, 2023, until September 9, 2023, or a total of up to six months after March 9, 2023, to (x) 15
months from the consummation of the IPO, or March 9, 2023, or (y) up to 24 months from the consummation of the IPO if the Company
elects to extend the date to consummate a business combination for up to five times, comprising of two three-month extensions from
March 9, 2023 to September 9, 2023, followed by three one-month extensions from September 9, 2023 to December 9, 2023, unless the
closing of the Company’s initial business combination shall have occurred.
You
are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider a Business Combination, you
will retain the right to vote on a Business Combination when it is submitted to stockholders and the right to redeem your public
shares for cash in the event a Business Combination is approved and completed or we have not consummated a business combination by
the Extended Date.
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, we may put the Adjournment Proposal to a vote
in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved,
the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. |
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We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we do not complete a Business Combination by the Termination Date, we will dissolve and liquidate in accordance with the charter. |
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Why
should I vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal? |
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Our
Board believes stockholders will benefit from the consummation of a Business Combination
and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend
the date by which we have to complete a business combination until the Extended Date. The
Extension would give us additional time to complete a Business Combination.
The
Board believes that it is in the best interests of our stockholders that the Extension be obtained to provide additional amount of
time to consummate a Business Combination. Without the Extension, we believe that there is substantial risk that we might not, despite
our best efforts, be able to complete a Business Combination on or before March 9, 2023 (or by September 9, 2023 if we elect to extend
the Termination Date). If that were to occur, we would be precluded from completing a Business Combination and would be forced to
liquidate even if our stockholders are otherwise in favor of consummating a Business Combination.
Our
Board recommends that you vote in favor of the Extension Amendment Proposal and in favor of the Trust Amendment Proposal. |
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Why
should I vote “FOR” the Adjournment Proposal? |
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If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to
adjourn the Special Meeting to a later date in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal and
the Trust Amendment Proposal.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we are unable to complete a Business Combination by the Termination Date, we will dissolve and liquidate in accordance with the
charter. |
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When
would the Board abandon the Extension Amendment Proposal and the Trust Amendment Proposal? |
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We
intend to hold the Special Meeting to approve the Extension Amendment and the Trust Amendment Proposal and only if the Board has
determined as of the time of the Special Meeting that we may not be able to complete a Business Combination on or before March 9,
2023. If we complete a Business Combination on or before March 9, 2023, we will not implement the Extension. Additionally, our Board
will abandon the Extension Amendment and Trust Amendment if our stockholders do not approve the Extension Amendment Proposal and
the Trust Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension Amendment or Trust Amendment at any time without any further
action by our stockholders. In addition, we will not proceed with the Extension if the number of redemptions or repurchases of our
shares of common stock, par value $0.001, issued in our IPO causes us to have less than $5,000,001 of net tangible assets following
approval of the Extension Amendment Proposal. |
How
do the Company insiders intend to vote their shares? |
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The
Sponsor and all of our directors and officers are expected to vote any shares over which they have voting control (including any
public shares owned by them) in favor of the Extension Amendment Proposal and the Trust Amendment Proposal. Currently, our Sponsor
and our officers and directors own approximately 19.24% of our issued and outstanding shares of common stock, including 2,875,000
Founder Shares. Our Sponsor, directors and officers do not intend to purchase shares of common stock in the open market or in privately
negotiated transactions in connection with the stockholder vote on the Extension Amendment Proposal and the Trust Amendment Proposal. |
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What
vote is required to adopt the proposals? |
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The
approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require
the affirmative vote of holders of at least a majority of our issued and outstanding shares
of common stock on the record date.
The
approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding
shares of common stock entitled to vote and who, being present in person or represented by proxy. |
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What
if I don’t want to vote “FOR” the Extension Amendment Proposal or the Trust Amendment Proposal? |
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If
you do not want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote
“AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether
or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the
funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account
and paid to the redeeming holders. |
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What
happens if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
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Our
Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do
not approve the Extension Amendment Proposal and the Trust Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a Business Combination
by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following
such redemption, subject to the approval of Globalink’s then stockholders and subject to the requirements of the DGCL, dissolve
and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of Globalink’s plan of dissolution
and liquidation, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors
and the requirements of applicable law.
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There
will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up. |
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In
the event of a liquidation, our Sponsor, directors and officers, and the private investor will not receive any monies held in the
Trust Account as a result of their ownership of the Founder Shares or private units. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will continue
to attempt to consummate a Business Combination until the Extended Date. Because we have
only a limited time to complete our initial business combination, even if we are able to
effect the Extension, our failure to complete a Business Combination within the requisite
time period will require us to liquidate. If we liquidate, our public stockholders may
only receive $10.26 per share, and our warrants will expire worthless. This will also
cause you to lose any potential investment opportunity in a target company and the chance
of realizing future gains on your investment through any price appreciation in the combined
company.
Upon
approval of the Extension Amendment Proposal and the Trust Amendment Proposal by holders of at least a majority of the shares of
common stock issued and outstanding as of the record date, we will file an amendment to the charter in the form set forth in Annex
A hereto and execute the amendment to the Trust Agreement in the form set forth in Annex B hereto. We will remain a reporting
company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and our units, shares of common stock,
and public warrants will remain publicly traded.
If
the Extension Amendment Proposal is approved and the board of directors decides to implement the Extension Amendment Proposal, the
Sponsor or its designees have agreed to contribute to the Company a loan referred to herein as the Extension Payment in the amount
of $390,000 for each three-month extension and $130,000 for each one-month extension, to be deposited into the trust account upon
each such extension.
The
Extension Amendment Proposal is conditioned upon the implementation of the Extension Payment. No Extension Payment will occur if
the Extension Amendment Proposal is not approved. The Extension Payment will not bear interest and will be repayable by the Company
to the Sponsor or its designees upon consummation of a Business Combination. If the Company opts not to utilize the Extension Amendment,
then the Company will liquidate and dissolve promptly in accordance with the Company’s charter, and the Sponsor’s obligation
to make additional contributions will terminate.
If
the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount
remaining in the Trust Account and increase the percentage interest of our shares of common stock held by our Sponsor, our directors
and our officers as a result of their ownership of the Founder Shares and private units.
Notwithstanding
stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon
and not implement the Extension Amendment or the Trust Amendment at any time without any further action by our stockholders.
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We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we are unable to complete a Business Combination on or before the Termination Date, we will dissolve and liquidate in accordance
with the charter. |
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What
happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a Business Combination
by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following
such redemption, subject to the approval of Globalink’s then stockholders and subject to the requirements of the DGCL, dissolve
and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of Globalink’s plan of dissolution
and liquidation, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors
and the requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which
will expire worthless in the event of our winding up. |
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What
happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions
previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants
will remain outstanding and only become exercisable until the later of the completion of our initial business combination and 12
months from the effectiveness date of the registration statement in connection with our IPO. |
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Am
I able to exercise my redemption rights in connection with a Business Combination? |
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If
you were a holder of shares of common stock as of the close of business on the record date for a meeting to seek stockholder approval
of a Business Combination, you will be able to vote on a Business Combination. The Special Meeting relating to the Extension Amendment
Proposal and the Trust Amendment Proposal does not affect your right to elect to redeem your public shares in connection with a Business
Combination, subject to any limitations set forth in our charter (including the requirement to submit any request for redemption
in connection with a Business Combination on or before the date that is one business day before the Special Meeting of stockholders
to vote on a Business Combination). If you disagree with a Business Combination, you will retain your right to redeem your public
shares upon consummation of a Business Combination in connection with the stockholder vote to approve a Business Combination, subject
to any limitations set forth in our charter. |
How
do I attend the meeting? |
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You
will need your control number and request IDs for access. If you do not have your control
number, contact [*] at the phone number or e-mail address below. Beneficial investors who
hold shares through a bank, broker or other intermediary, will need to contact them and obtain
a legal proxy. Once you have your legal proxy, contact [*] to have a control number generated.
[*] contact information is as follows: [*], or email [*].
Stockholders
will also have the option to listen to the Special Meeting by visiting the link below to register: https://[*].
You
will not be able to vote or submit questions unless you register for and log in to the Special Meeting. |
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How
do I change or revoke my vote? |
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You
may change your vote by e-mailing a later-dated, signed proxy card to [*], so that it is
received by us prior to the Special Meeting or by attending the Special Meeting online and
voting. You also may revoke your proxy by sending a notice of revocation to us, which must
be received by us prior to the Special Meeting.
Please
note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting
and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card. |
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How
are votes counted? |
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Votes
will be counted by the inspector of election appointed for the meeting, who will separately
count “FOR” and “AGAINST” votes and abstentions. The Extension Amendment
Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of at
least a majority of the issued and outstanding shares of common stock as of the record date.
Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at
the Special Meeting or an abstention with respect to the Extension Amendment Proposal or
the Trust Amendment Proposal will have the same effect as a vote “AGAINST” such
proposal.
The
approval of the Adjournment Proposal requires the affirmative vote of a simple majority of the issued and outstanding shares of common
stock entitled to vote, represented in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or
to vote online at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and
if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.
Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome
of the Adjournment Proposal. |
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If
my shares are held in “street name,” will my broker automatically vote them for me? |
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No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares. |
What
is a quorum requirement? |
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A
quorum of stockholders is necessary to hold a valid meeting. Holders of a simple majority
in voting power of our shares of common stock on the record date issued and outstanding and
entitled to vote at the Special Meeting, present in person or represented by proxy, constitute
a quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the
absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special
Meeting, 7,472,501 shares would be required to achieve a quorum. |
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Who
can vote at the Special Meeting? |
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Only
holders of our shares of common stock at the close of business on February 3, 2023, are
entitled to have their vote counted at the Special Meeting and any adjournments or postponements
thereof. On this record date, 14,945,000 shares of common stock, par value $0.001 were
outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares of common stock were registered directly in your
name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder
of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online,
we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares of common stock were held, not in
your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial
owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a
beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also
invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online
at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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Does
the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal? |
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Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment,
the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders.
The Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal
and the Adjournment Proposal. |
What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
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Our
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as
a stockholder. These interests include ownership of 2,875,000 Founder Shares, which would expire worthless if a business combination
is not consummated. See the section entitled “The Extension Amendment Proposal — Interests of our Sponsor, Directors
and Officers.” |
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Do
I have appraisal rights if I object to the Extension Amendment Proposal? |
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Our
stockholders do not have appraisal rights in connection with the Extension Amendment Proposal under Delaware law. |
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What
do I need to do now? |
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We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
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How
do I vote? |
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If
you are a holder of record of our shares of common stock, you may vote online at the Special Meeting or by submitting a proxy for
the Special Meeting. Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure your vote
is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage paid envelope. You may still attend the Special Meeting and vote online if you have already voted by proxy. If your
shares are common stock are held in “street name” by a broker or other agent, you have the right to direct your broker
or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you
are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a valid
proxy from your broker or other agent. |
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How
do I redeem my shares of common stock? |
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If
the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares
in connection with any stockholder vote to approve a proposed business combination, or if we have not consummated a business combination
by the Extended Date. In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on February
27, 2023 (two business days before the Special Meeting) tender your shares physically or electronically and submit a request in
writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the
following address: |
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Continental
Stock Transfer & Trust Company 1 State Street Plaza, 30th Floor New York, New York 10004 Attn: [*] E-mail: [*]@continentalstock.com |
What
should I do if I receive more than one set of voting materials? |
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You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company shares. |
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Who
is paying for this proxy solicitation? |
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We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged the Proxy Solicitor to assist in the solicitation of proxies for the Special Meeting. In addition to these mailed proxy materials,
our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will
not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for
the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to
us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material
effect on our ability to consummate an initial business combination. |
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Who
can help answer my questions? |
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If
you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should
contact our proxy solicitor: |
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Okapi
Partners LLC
1212
Avenue of the Americas, 17th Floor
New York, NY 10036
Phone:
(212) 297-0720
Email:
info@okapipartners.com |
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You
may also contact us at: |
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GLOBALINK
INVESTMENT INC.
1180
Avenue of the Americas, 8th Floor
New
York, New York 10036
Attn:
Say Leong Lim
Telephone
No.: (212) 382-4605 |
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You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements
and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can
identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly
from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as
described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking statements:
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our
ability to complete a Business Combination; |
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the
anticipated benefits of a Business Combination; |
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the
volatility of the market price and liquidity of our securities; |
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the
use of funds not held in the Trust Account; and |
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the
competitive environment in which our successor will operate following a Business Combination. |
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further
discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those
expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2021, as amended and restated on December 5, 2022, originally filed with the SEC on
March 31, 2022 and in other reports we file with the SEC. You should not place undue reliance on any forward-looking statements, which
are based only on information currently available to us (or to third parties making the forward-looking statements).
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K, as amended and restated on December 5, 2022,
originally filed with the SEC on March 31, 2022, our Quarterly Reports on Form 10-Q, as amended and restated on December 5, 2022,
originally filed with the SEC on January 21, 2022, May 16, 2022, August 15, 2022 and December 6, 2022 and in the other reports we
file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business,
financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the
aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we
currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating
results or result in our liquidation.
Globalink may not be able to complete
an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment
regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.
Globalink’s sponsor,
GL Sponsor LLC, a Delaware limited liability company, has equity holders that reside outside the United States. Globalink therefore may
be considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in
the future for so long as the Sponsor has the ability to exercise control over Globalink for purposes of CFIUS’s regulations. As
such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign
Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments
in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing
regulations that are now in force, also subjects certain categories of investments to mandatory filings. If Globalink’s initial
business combination with a U.S. business falls within CFIUS’s jurisdiction, Globalink may determine that it is required to make
a mandatory filing or that it will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying
CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay Globalink’s
initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination
or order Globalink to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which
may limit the attractiveness of or prevent Globalink from pursuing certain initial business combination opportunities that it believes
would otherwise be beneficial to Globalink and its shareholders.
Moreover, the process of
government review, whether by the CFIUS or otherwise, could be lengthy and Globalink has limited time to complete its initial business
combination. If Globalink cannot complete its initial business combination by March 9, 2023 (or by September 9, 2023 if we elect to extend
the Termination Date) because the review process drags on beyond such timeframe or because Globalink’s initial business combination
is ultimately prohibited by CFIUS or another U.S. government entity, Globalink may be required to liquidate. If Globalink liquidates,
based on the trust account balance as of the record date, Globalink’s public shareholders may only receive approximately $10.26 per
share, and the warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company
and the chance of realizing future gains on your investment through any price appreciation in the combined company.
There
are no assurances that the Extension will enable us to complete a business combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that a Business Combination
will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors,
many of which are beyond our control.
We
are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required
to offer stockholders redemption rights again in connection with any stockholder vote to approve a Business Combination. Even if the
Extension or a Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption
periods in connection with the Extension and a Business Combination vote could exacerbate these risks. Other than in connection with
a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the
open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our
shares at favorable prices, or at all.
The
SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time needed
to complete our initial business combination.
With
respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC
issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions
involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving
shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential
liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject
to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule
that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s
duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form,
may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances
under which we could complete an initial business combination.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then
be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Under
current SEC guidance concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not
completed its business combination within 24 months after the effective date of the IPO Registration Statement, would be held to be an
Investment Company unless we change certain ways in which we operate. If we do not make these changes, it is possible that a claim could
be made that we are operating as an unregistered investment company for purposes of the Investment Company Act, we might be forced to
abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required
to liquidate the Company, our investors would not be able to realize the benefits of owning stock in a successor operating business,
including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire
worthless.
Since
the Sponsor and our directors and officers will lose their entire investment in us if an initial business combination is not completed,
they may have a conflict of interest in the approval of the proposals at the Special Meeting.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account
as a result of their ownership of 2,875,000 Founder Shares. As a consequence, a liquidating distribution will be made only with respect
to the public shares. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these
securities, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such
persons can earn a positive rate of return on their overall investment in the combined company after an initial business combination,
even if other holders of our shares of common stock experience a negative rate of return, due to having initially purchased the Founder
Shares for an aggregate of $25,000 by the Sponsor. The personal and financial interests of our Sponsor, directors and officers may have
influenced their motivation in consummating a Business Combination in order to close a Business Combination and therefore may have interests
different from, or in addition to, your interests as a stockholder in connection with the proposals at the Special Meeting.
We
have incurred and expect to incur significant costs associated with a Business Combination. Whether or not a Business Combination is
completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if a
Business Combination is not completed.
We
expect to incur significant transaction and transition costs associated with a Business Combination and operating as a public company
following the closing of a Business Combination. We may also incur additional costs to retain key employees. Even if a Business Combination
is not completed, we expect to incur approximately $500,000 in expenses in aggregate. These expenses will reduce the amount of
cash available to be used for other corporate purposes by us if a Business Combination is not completed.
BACKGROUND
We
are a blank check company formed under the laws of the State of Delaware on March 24, 2021, for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
There
are currently 14,945,000 shares of common stock issued and outstanding. We issued 11,500,000 units (including as a result of the exercise
by the underwriter of the over-allotment option), each consisting of one share of common stock, one right to receive one-tenth
(1/10) of a share of common stock upon the consummation of an initial business combination and one redeemable warrant entitling the holder
thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share. We also issued 570,000 private units
in a private placement simultaneously with the consummation of our IPO to the private investor. As of December 31, 2022 and 2021, there
were 11,500,000 public warrants outstanding. The warrants will become exercisable until the later of the completion of our initial
business combination and 12 months from the effectiveness date of the registration statement in connection with our IPO and expire five
years after the completion of our initial business combination or earlier upon redemption. We have the ability to redeem outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the
reported last sale price of our shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants
become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and provided
certain other conditions are met.
A
total of $116.725 million of the proceeds from our IPO and the simultaneous sale of the private units was placed in our Trust
Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government
securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any
open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the
Investment Company Act, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the proceeds
in the Trust Account as described below.
Approximately
$118.03 million was held in the Trust Account as of the record date. The mailing address of the Company’s principal executive
office is 1180 Avenue of the Americas, 8 Floor, New York, New York 10036.
THE
EXTENSION AMENDMENT PROPOSAL
The
Company is proposing to amend its charter to extend the date by which the Company has to consummate an initial business combination to
the Extended Date.
The
Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of the Board’s plan to allow
the Company more time to complete a Business Combination.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a Business Combination
by March 9, 2023 (or by September 9, 2023 if we elect to extend the Termination Date), we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably practicable following such redemption, subject to the approval of Globalink’s then stockholders and subject
to the requirements of the DGCL, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders,
as part of Globalink’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to its obligations under
the DGCL to provide for claims of creditors and the requirements of applicable law.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and
implement the Extension Amendment.
The
Board believes that given our expenditure of time, effort and money on a Business Combination, circumstances warrant providing public
stockholders an opportunity to consider a Business Combination and that it is in the best interests of our stockholders that we obtain
the Extension. The Board believes that a Business Combination will provide significant benefits to our stockholders.
A
copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in Annex A.
Reasons
for the Extension Amendment Proposal
The
Company’s charter provides that the Company has until March 9, 2023 (or by September 9, 2023 if we elect to extend the Termination
Date) to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. The purpose
of the Extension Amendment is to allow the Company more time to complete its initial business combination.
While
we are using our best efforts to complete a Business Combination as soon as practicable, the Board believes that there will not be sufficient
time before the Termination Date to complete a Business Combination. Accordingly, the Board believes that in order to be able to consummate
a Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk
that we might not, despite our best efforts, be able to complete a Business Combination on or before March 9, 2023 (or by September 9,
2023 if we elect to extend the Termination Date). If that were to occur, we would be precluded from completing a Business Combination
and would be forced to liquidate even if our stockholders are otherwise in favor of consummating a Business Combination.
The
Company’s IPO prospectus and DGCL provide that the affirmative vote of the holders of at least a majority of the Company’s
issued and outstanding shares of common stock as of the record date is required to extend our corporate existence, except in connection
with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and charter provide for all public
stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above.
Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we will not
be able to conclude a business combination within the permitted time period, the Board has determined to seek stockholder approval to
extend the date by which we have to complete a business combination beyond March 9, 2023 to the Extended Date. We intend to hold another
stockholder meeting prior to the Extended Date in order to seek stockholder approval of a Business Combination.
We
believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for
an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
We also believe that, given the Company’s expenditure of time, effort and money on finding a business combination, circumstances
warrant providing public stockholders an opportunity to consider a Business Combination.
If
the Extension Amendment Proposal is Not Approved
Stockholder
approval of the Extension Amendment and the Trust Amendment Proposal are required for the implementation of our Board’s plan to
extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the
Extension Amendment and the Trust Amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment
Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a Business Combination
by March 9, 2023 (or by September 9, 2023 if we elect to extend the Termination Date), we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably practicable following such redemption, subject to the approval of Globalink’s then stockholders and subject
to the requirements of the DGCL, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders,
as part of Globalink’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to its obligations under
the DGCL to provide for claims of creditors and the requirements of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
we wind up. In the event of a liquidation, our Sponsor, directors and officers, and the private investor will not receive any monies
held in the Trust Account as a result of their ownership of the Founder Shares or the private units.
If
the Extension Amendment Proposal Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will file an amendment to the charter in
the form set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The
Company will remain a reporting company under the Exchange Act and its units, common stock, public warrants and public rights will remain
publicly traded. The Company will then continue to work to consummate a Business Combination by the Extended Date.
Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
at any time without any further action by our stockholders. We reserve the right at any time to cancel the Special Meeting and not to
submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting is
cancelled, we will dissolve and liquidate in accordance with the charter.
You
are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem your
public shares, provided that you are a stockholder on the record date for a meeting to consider a Business Combination, you will retain
the right to vote on a Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash
in the event a Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
If
the Extension Amendment Proposal is approved and the board of directors decides to implement the Extension Amendment Proposal, the Sponsor
or its designees have agreed to contribute to the Company a loan referred to herein as the Extension Payment in the amount of $390,000
for each three-month extension and $130,000 for each one-month extension, to be deposited into the trust account immediately prior
to each extension. The redemption amount per share at the meeting for such business combination or the Company’s liquidation
will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension Amendment. Below
as reference is a table estimating the approximate per-share amount to be paid in connection with the extension period needed to complete
a Business Combination, depending on the percentage of redemptions received in connection with the Extension Amendment.
If
the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account
in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain
in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small
fraction of the approximately $118.03 million held in the Trust Account as of the record date. We will not proceed with the Extension
if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of
the Extension Amendment Proposal.
Redemption
Rights
If
the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public
shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who
do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection
with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by
the Extended Date.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED
ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR
TO 5:00 P.M. EASTERN TIME ON FEBRUARY 27, 2023.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on February 27, 2023 (two business days before
the Special Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company,
1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: Erika Harris, e-mail: eharris@continentalstock.com, or to deliver your
shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner
in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on February 1, 2023
(two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment
Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their
shares after the vote at the Special Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to
pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least
two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the
brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to
make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on February 27, 2023 (two business
days before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a
public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares,
the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote
at the Special Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders
shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing
these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not
be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve
the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension
Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed
for cash or returned to such stockholders.
If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $10.26 at the time of the Special Meeting. The closing
price of the Company’s shares of common stock on the record date was $10.22.
If
you exercise your redemption rights, you will be exchanging your shares for cash and will no longer own the shares. You will be entitled
to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer
agent prior to 5:00 p.m. Eastern time on February 27, 2023 (two business days before the Special Meeting). The Company anticipates
that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would
receive payment of the redemption price for such shares soon after the completion of the Extension.
We
are not permitted to use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on us pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on any redemptions or stock buybacks
by the Company. In the event (i) an excise tax and/or any other similar fees or taxes in nature are levied or imposed on us pursuant
to any current, pending or future rule(s) or law(s), including without limitation any excise tax imposed under the Inflation Reduction
Act (IRA) of 2022 (H.R. 5376) in relation to a redemption of securities as described herein or otherwise, and (ii) the holders of our
shares of common stock approve the Extension Amendment Proposal and the Trust Amendment Proposal, if such excise tax or fee has not been
paid by us to the applicable regulatory authority on or prior to the due date for such a tax or fee, the Sponsor or
a designee agrees to promptly (but in any event sufficiently prior to the due date for such tax or fee to assure timely payment thereof)
either directly pay such tax or fee on behalf of us or advance to us such funds as necessary and appropriate to allow us to pay such
tax or fee timely with respect to any future redemptions that occur prior to or in connection a Business Combination or our liquidation.
The Sponsor agrees not to seek recourse for such expenses from the Trust Account.
Vote
Required for Approval
The
affirmative vote by holders of at least a majority of the Company’s issued and outstanding shares of common stock as of the record
date is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are
not approved, the Extension Amendment and Trust Amendment will not be implemented and, if a Business Combination has not been consummated
by March 9, 2023 (or by September 9, 2023 if we elect to extend the Termination Date), the Company will be required by its charter to
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of Globalink’s
then stockholders and subject to the requirements of the DGCL, dissolve and liquidate the balance of the Company’s net assets to
its remaining stockholders, as part of Globalink’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii)
above) to its obligations under the DGCL to provide for claims of creditors and the requirements of applicable law. Stockholder approval
of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate
our initial business combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve
the Extension Amendment Proposal and the Trust Amendment Proposal.
Our
Board will abandon and not implement the Extension Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal
and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither
proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain
the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Our
Sponsor and all of our directors and officers are expected to vote any shares owned by them in favor of the Extension Amendment Proposal.
On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 2,875,000 Founder
Shares, representing approximately 19.24% of the Company’s issued and outstanding shares of common stock. Our Sponsor and directors
do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder
vote on the Extension Amendment.
Interests
of our Sponsor, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers and members of our Board have
interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
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fact that our Sponsor, executive officers and directors together hold an aggregate of 2,875,000 Founder Shares. All of such investments would expire worthless if a business
combination is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive
rate of return on their overall investment in the combined company, even if other holders of our shares of common stock experience
a negative rate of return, due to having initially purchased the Founder Shares for $25,000 by the Sponsor; and |
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the
fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the
current members of our Board are expected to continue to serve as directors at least through the date of the Special Meeting to vote
on a proposed business combination and may even continue to serve following any potential business combination and receive compensation
thereafter. |
The
Board’s Reasons for the Extension Amendment Proposal and Its Recommendation
As
discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the
best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment
Proposal and recommends that you vote “FOR” such proposal.
Our
charter provides that the Company has until March 9, 2023 (or by September 9, 2023 if we elect to extend the Termination Date) to complete
the purposes of the Company including, but not limited to, effecting a business combination under its terms.
Our
charter states that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination
before March 9, 2023 (or by September 9, 2023 if we elect to extend the Termination Date), the Company will provide its public stockholders
with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided
by the number of then outstanding public shares. We believe that this charter provision was included to protect the Company stockholders
from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination
in the timeframe contemplated by the charter.
In
addition, the Company’s IPO prospectus and DGCL provide that the affirmative vote of the holders of at least a majority of all
issued and outstanding shares of common stock as of the record date is required to extend our corporate existence, except in connection
with, and effective upon the consummation of, a business combination. We believe that, given the Company’s expenditure of time,
effort and money on finding a business combination, circumstances warrant providing public stockholders an opportunity to consider a
Business Combination. Because we continue to believe that a Business Combination would be in the best interests of our stockholders,
the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond March
9, 2023 to the Extended Date, in the event we cannot consummate a Business Combination by March 9, 2023.
The
Company is not asking you to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on a Business Combination in the future and the right to redeem your public shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a Business Combination
is approved and completed or the Company has not consummated another business combination by the Extended Date.
After
careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company
and its stockholders.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion summarizes certain United States federal income tax considerations generally applicable to U.S. Holders (as defined
below) who elect to have their shares of common stock redeemed for cash pursuant to the exercise of a right to redemption in connection
with an Election.
This
discussion is limited to certain United States federal income tax considerations to such U.S. Holders who hold shares of common stock
as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This
discussion is a summary only and does not consider all aspects of United States federal income taxation that may be relevant to a U.S.
Holder exercising its right to redemption in light of such holder’s particular circumstances, including tax consequences to U.S.
Holders who are:
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financial
institutions or financial services entities; |
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broker-dealers; |
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taxpayers
that are subject to the mark-to-market accounting rules; |
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tax-exempt
entities; |
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governments
or agencies or instrumentalities thereof; |
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insurance
companies; |
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regulated
investment companies or real estate investment trusts; |
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expatriates
or former long-term residents of the United States; |
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persons
that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of any class
of our shares; |
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persons
that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans
or otherwise as compensation; |
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persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
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partnerships
(or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes), or persons
holding our securities through such partnerships or other pass-through entities; or |
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persons
whose functional currency is not the U.S. dollar. |
This
discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative
interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively
and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining
to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income),
nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We
have not sought and do not intend to seek any rulings from the IRS regarding a Business Combination or an exercise of redemption rights
by holders of our shares of common stock. There can be no assurance that the IRS will not take positions inconsistent with the considerations
discussed below or that any such positions would not be sustained by a court. Moreover, there can be no assurance that future legislation,
regulations, administrative rulings or court decisions will not change the accuracy of the statements in this discussion.
As
used herein, the term “U.S. Holder” means a beneficial owner of shares of common stock, warrants or rights, who or that is
for United States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other
entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or
organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which
is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States
is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control
all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
This
discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through
such entities. If a partnership (or other entity or arrangement classified as a partnership for United States federal income tax purposes)
is the beneficial owner of our securities, the United States federal income tax treatment of a partner in the partnership generally will
depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships
are urged to consult their own tax advisors.
THIS
DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH AN ELECTION. EACH REDEEMING U.S.
HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH U.S. HOLDER OF THE EXERCISE OF
REDEMPTION RIGHTS THROUGH AN ELECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS.
Redemption
as Sale or Distribution
Subject
to the PFIC rules discussed below, in the event that a U.S. Holder’s shares of common stock are redeemed pursuant to an Election,
the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption qualifies as a sale
of the shares of common stock under Section 302 of the Code. If the redemption qualifies as a sale of shares of common stock, a U.S.
Holder generally will recognize capital gain or loss and any such capital gain or loss generally will be long-term capital gain or loss
if the U.S. Holder’s holding period for such shares of common stock exceeds one year. It is unclear, however, whether certain redemption
rights described in the IPO prospectus may suspend the running of the applicable holding period for this purpose. If the redemption does
not qualify as a sale of shares of common stock, it will be treated as a corporate distribution. In that case, the U.S. Holder generally
will be required to include in gross income as a dividend the amount of the distribution to the extent the distribution is paid out of
our current or accumulated earnings and profits (as determined under United States federal income tax principles). To the extent those
distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital, which will first reduce
your basis in our shares of common stock, but not below zero, and then will be treated as gain from the sale of our shares of common
stock.
Whether
a redemption pursuant to an Election qualifies for sale treatment will depend largely on the total number of our shares of common stock
treated as held by the U.S. Holder (including any shares of common stock constructively owned by the U.S. Holder as a result of owning
warrants) relative to all of our shares outstanding both before and after such redemption. The redemption generally will be treated as
a sale of the shares of common stock (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate”
with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii)
is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our shares actually owned by
the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition
to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have
an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally
include shares of common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the
redemption of shares of common stock must, among other requirements, be less than 80 percent of the percentage of our outstanding voting
shares actually and constructively owned by the U.S. Holder immediately before the redemption.
Prior
to a Business Combination, the shares of common stock may not be treated as voting shares for this purpose and, consequently, this substantially
disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all
of our shares of common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares of common stock
actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific
rules, the attribution of shares of common stock owned by certain family members and the U.S. Holder does not constructively own any
other shares of ours. The redemption of the shares of common stock will not be essentially equivalent to a dividend if such redemption
results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will
result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances.
However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder
in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution as described above. A U.S.
Holder considering exercising its redemption right should consult its own tax advisor as to whether the redemption will be treated as
a sale or as a corporate distribution under the Code.
Passive
Foreign Investment Company (“PFIC”) Rules
A
non-U.S. corporation will be classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross
income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least
25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair
market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered
to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes
dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains
from the disposition of passive assets.
Because
we are a blank check company, with no current active business, we believe that it is likely that we met the PFIC asset or income test
for our taxable year ended December 31, 2022 and that we will meet the PFIC asset or income test for our current taxable year ending
December 31, 2023. Accordingly, if a U.S. Holder did not make a timely qualified electing fund (“QEF”) election or a mark-to-market
election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares of common stock, as described
below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the
sale or other disposition of its shares of common stock, which would include a redemption pursuant to an Election if such redemption
is treated as a sale under the rules discussed above, and (ii) any “excess distribution” made to the U.S. Holder (generally,
any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions
received by such U.S. Holder in respect of the shares of common stock during the three preceding taxable years of such U.S. Holder or,
if shorter, such U.S. Holder’s holding period for the shares of common stock), which may include a redemption pursuant to an Election
if such redemption is treated as a corporate distribution under the rules discussed above. Under these rules:
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U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the shares
of common stock; |
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the
amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution,
or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC,
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the
amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed
at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
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an
additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with
respect to the tax attributable to each such other taxable year of the U.S. Holder. |
QEF
Election
A
U.S. Holder will avoid the PFIC tax consequences described above in respect to our shares of common stock by making a timely and valid
QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and
other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of
the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment
of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
If
a U.S. Holder has made a QEF election with respect to our shares of common stock for our first taxable year as a PFIC in which the U.S.
Holder holds (or is deemed to hold) such shares, (i) any gain recognized as a result of a redemption pursuant to an Election (if such
redemption is treated as a sale under the rules discussed above) generally will be taxable as capital gain and no additional tax will
be imposed under the PFIC rules, and (ii) to the extent such redemption is treated as a distribution under the rules discussed above,
any distribution of ordinary earnings that were previously included in income generally should not be taxable as a dividend to such U.S.
Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income and decreased
by amounts distributed but not taxed as dividends under the above rules. Similar basis adjustments apply to property if by reason of
holding such property, the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.
The
QEF election is made on a stockholder-by-stockholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder
may not make a QEF election with respect to its warrants to acquire our shares of common stock. A U.S. Holder generally makes a QEF election
by attaching a completed IRS Form 8621 (Information Return by a Stockholder of a Passive Foreign Investment Company or Qualified Electing
Fund), including the information provided in a PFIC annual information statement, to a timely filed United States federal income tax
return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement
with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors
regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
If
a U.S. Holder makes a QEF election after our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares
of common stock, the adverse PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from
the QEF election) will continue to apply with respect to such shares of common stock unless the U.S. Holder makes a purging election
under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such shares of common stock at their fair
market value and any gain recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described
above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in such shares of common stock for
purposes of the PFIC rules.
In
order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. There
is no assurance that we will timely provide such required information statement.
Mark-to
Market Election
If
we are a PFIC and our shares of common stock constitute marketable stock, a U.S. Holder may avoid the adverse PFIC tax consequences discussed
above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) our shares of common stock,
makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of
its taxable years as ordinary income the excess, if any, of the fair market value of its shares of common stock at the end of such year
over its adjusted basis in its shares of common stock. The U.S. Holder also will recognize an ordinary loss in respect of the excess,
if any, of its adjusted basis of its shares of common stock over the fair market value of its shares of common stock at the end of its
taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The
U.S. Holder’s basis in its shares of common stock will be adjusted to reflect any such income or loss amounts, and any further
gain recognized on a sale or other taxable disposition of its shares of common stock will be treated as ordinary income. Currently, a
mark-to-market election may not be made with respect to warrants.
The
mark-to-market election is available only for marketable stock, generally, stock that is regularly traded on a national securities exchange
that is registered with the U.S. Securities and Exchange Commission, or on a foreign exchange or market that the IRS determines has rules
sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own
tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares of common stock under
their particular circumstances.
A
U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form
8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department.
Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The
rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition
to those described above. Accordingly, U.S. Holders of our shares of common stock should consult their own tax advisors concerning the
application of the PFIC rules under their particular circumstances.
Information
Reporting and Backup Withholding
Dividend
payments with respect to our shares of common stock and proceeds from the sale, exchange or redemption of our shares of common stock
may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply,
however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise
exempt from backup withholding and establishes such exempt status.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal
income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules
by timely filing the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders are urged to consult
their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption
from backup withholding in their particular circumstances.
THE
TRUST AMENDMENT PROPOSAL
The
Trust Amendment
The
proposed Trust Amendment would amend our existing Investment Management Trust Agreement (the “Trust Agreement”), dated as
of December 6, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), (i) allowing
the Company to extend the business combination period from 15 months from the consummation of the IPO, or March 9, 2023 (or up to 21
months from the consummation of the IPO if the Company elects to extend the date to consummate a business combination on a quarterly
basis for up to two times by an additional three months each time after March 9, 2023, until September 9, 2023, or a total of up to six
months after March 9, 2023) to 15 months from the consummation of the IPO, or March 9, 2023 (or up to 24 months from the consummation
of the IPO if the Company elects to extend the date to consummate a business combination for up to five times, comprising of two three-month
extensions from March 9, 2023 to September 9, 2023, followed by three one-month extensions from September 9, 2023 to December 9, 2023)
(the “Trust Amendment”), by depositing into the Trust Account an applicable Extension Payment, unless the Closing of the
Company’s initial business combination shall have occurred, and (ii) updating an exhibit attached to the Trust Agreement. A copy
of the proposed Trust Amendment is attached to this proxy statement as Annex B. All stockholders are encouraged to read the proposed
amendment in its entirety for a more complete description of its terms.
Reasons
for the Trust Amendment
The
purpose of the Trust Amendment is to give the Company the right to extend the business combination period from 15 months from the consummation
of the IPO, or March 9, 2023 (or up to 21 months from the consummation of the IPO if the Company elects to extend the date to consummate
a business combination on a quarterly basis for up to two times by an additional three months each time after March 9, 2023, until September
9, 2023, or a total of up to six months after March 9, 2023) to 15 months from the consummation of the IPO, or March 9, 2023 (or up to
24 months from the consummation of the IPO if the Company elects to extend the date to consummate a business combination for up to five
times, comprising of two three-month extensions from March 9, 2023 to September 9, 2023, followed by three one-month extensions from
September 9, 2023 to December 9, 2023) and to update an exhibit attached to the Trust Agreement.
The
Company’s current Trust Agreement provides that the Company has until 15 months after the closing of the IPO, or, in the event
that the Company extends the time to complete the Business Combination, for up to 21 months, or the Company has to terminate the Trust
Agreement and liquidate the Trust Account. The Trust Amendment will make it clear that the Company has until the Extended Termination
Date, as defined in the Extension Amendment, to terminate the Trust Agreement and liquidate the Trust Account. The Trust Amendment also
ensures that certain terms and definitions as used in the Trust Agreement are revised and updated according to the Extension Amendment.
If
the Trust Amendment is not approved and we do not consummate an initial Business Combination by March 9, 2023 (or by September 9, 2023
if we elect to extend the Termination Date), we will be required to dissolve and liquidate our trust account by returning the then remaining
funds (less up net interest to pay dissolution expenses) in such account to the public stockholders, and our warrants to purchase shares
of common stock will expire worthless.
If
the Trust Amendment Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex
B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of a Business Combination
or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company
will then continue to attempt to consummate a business combination until the applicable Extended Termination Date or until the Company’s
Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable
Extended Termination Date and does not wish to seek an additional extension.
Vote
Required for Approval
The
affirmative vote of holders of at least a majority of the issued and outstanding shares of common stock is required to approve the Trust
Amendment. Broker non-votes, abstentions or the failure to vote on the Trust Amendment will have the same effect as a vote “AGAINST”
the Trust Amendment.
Our
Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal
and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither
proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain
the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Our
Sponsor and all of our directors and officers are expected to vote any shares of common stock owned by them in favor of the Trust Amendment
Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 2,875,000
Founder Shares, representing approximately 19.24% of the Company’s issued and outstanding shares of common stock. Our Sponsor and
directors do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with
the stockholder vote on the Trust Amendment.
You
are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem
your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and
the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and
completed (as long as your election is made at least two (2) business days prior to the meeting at which the stockholders’ vote
is sought) or the Company has not consummated a Business Combination by the Extended Termination Date.
Recommendation
of the Board
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.
THE
SPECIAL MEETING
Overview
Date,
Time and Place
The
Special Meeting of the Company’s stockholders will be held at 9:00 a.m. Eastern Time on March 1, 2023 as a virtual meeting.
You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://[*].
If you plan to attend the virtual online Special Meeting, you will need your control and request IDs number to vote electronically at
the Special Meeting. The meeting will be held virtually over the internet by means of a live audio webcast. Only stockholders who own
shares of common stock as of the close of business on the record date will be entitled to attend the virtual meeting.
To
register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our shares of common
stock.
If
your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to https://[*]
and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online
meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your
control number. Pre-registration is recommended but is not required in order to attend.
Beneficial
stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative
at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy
to [*]. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register
to attend and participate in the online-only meeting. After contacting our transfer agent a beneficial holder will receive an e-mail
prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer
agent no later than 72 hours prior to the meeting date.
Stockholders
will also have the option to listen to the Special Meeting by visiting the link below to register: [*]. You will not be able to vote
or submit questions unless you register for and log in to the Special Meeting.
Voting
Power; record date
You
will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s shares of common stock at
the close of business on February 3, 2023, the record date for the Special Meeting. You will have one vote per proposal for each share
of the Company’s common stock you owned at that time. The Company’s warrants do not carry voting rights.
Votes
Required
Approval
of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least a majority
of the Company’s shares of common stock issued and outstanding on the record date. If you do not vote or if you abstain from voting
on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as
“AGAINST” votes.
At
the close of business on the record date of the Special Meeting, there were 14,945,000 shares of common stock, par value $0.001, each
of which entitles its holder to cast one vote per proposal.
If
you do not want the Extension Amendment Proposal or the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST”
such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the
Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust
Account in connection with the Extension Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for
redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for
such shares soon after the completion of the Extension Amendment Proposal.
Proxies;
Board Solicitation; Proxy Solicitor
Your
proxy is being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. The Company has engaged
the Proxy Solicitor to assist in the solicitation of proxies for the Special Meeting. No recommendation is being made as to whether
you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still
revoke your proxy and vote your shares online at the Special Meeting if you are a holder of record of the Company’s shares of common
stock. You may contact the Proxy Solicitor, Okapi Partners LLC, at (212) 297-0720 or email: info@okapipartners.com.
THE
ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal.
Vote
Required for Approval
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person
or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by
proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be
counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment
Proposal.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.