Blog: GLOBALINK INVESTMENT INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure.

On August 3, 2022, Globalink Investment Inc. (“Globalink”) issued a joint press
release announcing the execution of an Agreement and Plan of Merger, dated as of
August 3, 2022 (the “Merger Agreement”) with Tomorrow Crypto Group Inc., a
Nevada Company (“Tomorrow Crypto”), Globalink Merger Sub, Inc., a Nevada
corporation and a wholly-owned subsidiary of Globalink (“Merger Sub”) and
certain other parties. Pursuant to the terms of the Merger Agreement, a business
combination between Globalink and Tomorrow Crypto through the merger of Merger
Sub with and into Tomorrow Crypto, with Tomorrow Crypto surviving the merger as
a wholly-owned subsidiary of Globalink (the “Merger”). Each share of Tomorrow
Crypto common stock issued and outstanding immediately prior to the effective
time of the Merger (other than treasury shares or dissenting shares) will be
converted into the right to receive shares of Globalink common stock. The total
consideration to be paid by Globalink to Tomorrow Crypto security holders in the
form of Globalink’s common stock at the closing will be equal to $210 million,
with an earn-out provision permitting Tomorrow Crypto security holders to
receive up to 10 million additional shares as and when the business meets
certain incremental milestones for the number of ASIC mining machines
successfully installed, commissioned and placed in operation. The Merger
Agreement is subject to certain customary closing conditions and contains
customary representations, warranties, covenants and indemnity provisions.

A copy of the press release is furnished hereto as Exhibit 99.1.

There can be no assurance that the Merger can occur as planned or at all.
Globalink will file a Current Report on Form 8-K with a detailed description of
the Merger Agreement and the Merger, together with a copy of the Merger
Agreement and other transaction documents within four business days of entry
into the Merger with the Securities and Exchange Commission (the “SEC”). The
information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act, 1933, as amended or the Exchange Act, except as
expressly set forth by specific reference in such filing.

Important Information about the Merger and Where to Find It

This report relates to a Merger between Globalink and Tomorrow Crypto. This
report does not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. In connection with the Merger described herein, Globalink
intends to file relevant materials with the Securities and Exchange Commission
(the “SEC”), including a registration statement on Form S-4 (the “Form S-4”),
which will include a proxy statement/prospectus. Security holders, investors and
other interested persons are encouraged to carefully review such information,
including the risk factors and other disclosures therein. The proxy
statement/prospectus will be sent to all Globalink stockholders in connection
with the stockholder meeting to approve the Merger. Globalink also will file
other documents regarding the Merger with the SEC. Before making any voting or
investment decision, investors and security holders of Globalink are urged to
read the Form S-4, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the Merger
as they become available because they will contain important information about
the Merger.

Investors and security holders will be able to obtain free copies of the Form
S-4, the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC by Globalink through the website maintained by
the SEC at

The report has been prepared for use by Gloablink and Tomorrow Crypto in
connection with the Merger. The information therein does not purport to be
all-inclusive. No representations or warranties, express or implied, are given
in respect of the report. To the fullest extent permitted by law in no
circumstances will Gloablink or Tomorrow Crypto, or any of their respective
subsidiaries, affiliates, stockholders, representatives, partners, directors,
officers, employees, advisors or agents, be responsible or liable for any
direct, indirect or consequential loss or loss of profit arising from the use of
the report, its contents, any omissions, reliance on information contained
within it, or on opinions communicated in relation thereto or otherwise arising
in connection therewith. Neither the independent auditors of Gloablink nor the
independent auditors of or Tomorrow Crypto audited, reviewed, compiled or
performed any procedures with respect to any projections for the purpose of
their inclusion in the report, and, accordingly, neither of them expressed any
opinion or provided any other form of assurances with respect thereto for the
purposes of the report.

Forward Looking Statements

This report contains, and certain statements made by representatives of
Globalink or Tomorrow Crypto and their respective affiliates, from time to time
may contain, “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Globalink’s or Tomorrow Crypto’s actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean that a
statement is not forward-looking. These forward-looking statements include, but
are not limited to, statements regarding the benefits of the Merger, the
anticipated timing of the Merger, the businesses operated by Tomorrow Crypto and
the markets in which Tomorrow Crypto operates, business strategies, industry
environment, potential growth opportunities, the effects of regulations and
projected future results of Globalink and Tomorrow Crypto. These statements are
based on various assumptions, whether or not identified in this report and on
the current expectations of Globalink’ and Tomorrow Crypto’s respective
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
Globalink and Tomorrow Crypto. Some important factors that could cause actual
results to differ materially from those in any forward-looking statements could
include changes in domestic and foreign business, market, financial, political
and legal conditions.

These forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to, (i) the risk that the Merger may
not be completed in a timely manner or at all, which may adversely affect the
price of Globalink’s securities; (ii) the risk that the Merger may not be
completed by Globalink’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by
Globalink; (iii) the failure to satisfy the conditions to the consummation of
the Merger, including the approval of the Merger by the stockholders of
Globalink and Tomorrow Crypto, the satisfaction of the minimum cash requirements
following redemptions by Globalink’s public stockholders and the receipt of
certain governmental and regulatory approvals; (iv) the inability to consummate
the PIPE investment (as defined in the Merger Agreement); (v) the effect of the
announcement or pendency of the Merger on Tomorrow Crypto’s business
relationships, performance, and business generally; (vi) risks that the Merger
disrupts current plans of Tomorrow Crypto and potential difficulties in Tomorrow
Crypto employee retention as a result of the Merger; (vii) the outcome of any
legal proceedings that may be instituted against Globalink or Tomorrow Crypto
related to the agreement and plan of merger or the Merger; (viii) the ability to
maintain the listing of Globalink’s securities on the Nasdaq; (ix) the price of
Globalink’s securities, including volatility resulting from changes in the
competitive and highly regulated industries in which Tomorrow Crypto plans to
operate, variations in performance across competitors, changes in laws and
regulations affecting Tomorrow Crypto’s business and changes in the combined
capital structure; (x) costs related to the merger; (xi) competition from larger
technology companies that have greater resources, technology, relationships
and/or expertise; and (xii) the ability to implement business plans, forecasts,
and other expectations after the completion of the Merger, and identify and
realize additional opportunities. The foregoing list of factors is not

You should carefully consider the foregoing factors and the other risks and
uncertainties described in Globalink’s final proxy statement/information
statement/prospectus contained in the Form S-4, including those under “Risk
Factors” therein, the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and other documents filed by Globalink from time to time with the SEC. If any of
these risks materialize or our assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither Globalink nor Tomorrow Crypto
presently know, or that Globalink or Tomorrow Crypto currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect Globalink’s and Tomorrow Crypto’s current expectations, plans and
forecasts of future events and views as of the date hereof. Nothing in this
report should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in this report,
which speak only as of the date they are made and are qualified in their
entirety by reference to the cautionary statements herein and the risk factors
of Globalink or Tomorrow Crypto described above. Globalink and Tomorrow Crypto
anticipate that subsequent events and developments will cause their assessments
to change. However, while Globalink and Tomorrow Crypto may elect to update
these forward-looking statements at some point in the future, they each
specifically disclaim any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as representing Globalink’s
or Tomorrow Crypto’s assessments as of any date subsequent to the date of this

Participants in the Solicitation

Globalink, GL Sponsor LLC, the sponsor of Globalink, Tomorrow Crypto and their
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies from Globalink’s stockholders in connection with the
Merger. Information about Globalink’s directors and executive officers and their
ownership of Globalink’s securities is set forth in Globalink’s filings with the
SEC, including the Form S-4 to be filed in the future. Additional information
regarding the interests of those persons and other persons who may be deemed
participants in the Merger may be obtained by reading the proxy
statement/prospectus regarding the Merger when it becomes available.

You may obtain free copies of these documents at

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Merger and
shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of Globalink or Tomorrow Crypto, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.   Description

99.1            Press Release dated August 3, 2022, issued by Tomorrow Crypto
              Group Inc. and Globalink Investment Inc.
104           Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the inline XBRL document)

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s