Tomorrow Crypto Group Inc. entered into a definitive merger agreement to acquire Globalink Investment Inc. (NasdaqGM:GLLI) from GL Sponsor LLC and others for approximately $310 million in a reverse merger transaction on August 3, 2022. The transaction is expected to deliver up to $131.7 million of gross proceeds, including up to $116.73 million of cash held in Globalink's trust account (depending on the amount of redemptions by Globalink's public stockholders) and $15 million from a concurrent PIPE investment of Series A Convertible Preferred Stock and warrants of Globalink. The transaction includes an earn-out provision permitting Tomorrow Crypto stockholders to receive up to an aggregate maximum of 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. 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. 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. All Tomorrow Crypto stockholders will roll 100% of their equity holdings into the new combined company. Upon consummation of the transaction, the current stockholders of Tomorrow Crypto will become the majority stockholders of the combined company with an approximately 63.25% ownership (taking into account the full issuance of the earn-out shares); the PIPE investors will own approximately 3.40% and all existing stockholders of Globalink are expected to own approximately 33.35% of the combined company, assuming no redemption by Globalink's public stockholders. Following completion of the transaction, the combined company will be named “Tomorrow Crypto Group Holding Inc.” and is expected to be listed on Nasdaq.

The respective boards of directors of Tomorrow Crypto and Globalink have approved the transaction. The transaction will require the approval of the stockholders of Globalink and Tomorrow Crypto, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Globalink having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the deal, receipt of any consent, approval or authorization required by any authority, the conditional approval for listing by Nasdaq of the shares of Globalink common stock, the Form S-4 becoming effective, subject to Lock-Up Agreements and other customary closing conditions, including the receipt of certain regulatory approvals. As of March 6, 2023, Globalink announced that its stockholders approved amendments to its charter and trust agreement to extend the deadline to complete its initial business combination and change the structure and cost of such extensions. Globalink obtained the first of up to five extensions of the deadline - from March 9, 2023 to June 9, 2023. The transaction is expected to close in the fourth quarter of 2022. Net proceeds from the transaction are anticipated to be used for working capital, growth capex, and other general corporate purposes.

Ying Li and Guillaume de Sampigny of Hunter Taubman Fischer & Li LLC is serving as legal advisor to Globalink and GL Sponsor. Axiom Capital Management Inc. is serving as exclusive financial advisor to Tomorrow Crypto. Richard I. Anslow of Ellenoff Grossman & Schole LLP is serving as legal advisor to Tomorrow Crypto. Okapi Partners LLC acted as information agent with a service fee of $25,000 to Globalink.