SecProbe.io

July 29, 2024
Say Leong Lim
Chief Executive Officer and Chairman of the Board of Directors
Alps Global Holding Pubco
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Re:Alps Global Holding Pubco
Amendment No 1. to Draft Registration Statement on Form F-4
Submitted July 1, 2024
CIK No. 0002025774
Dear Say Leong Lim:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No 1. to Draft Registration Statement on Form F-4
Cover Page
1.We note your disclosure that "[t]he Globalink Board does not plan to obtain a fairness
opinion related to the Business Combination." You further state on page 35 in the
prospectus summary that "[t]he Board has unanimously determined that the Business
Combination is in the best interests of, and advisable to, the Globalink stockholders and
recommends that the Globalink stockholders adopt the Merger Agreement and approve
the Business Combination." Please also include the disclosure here.
We note your disclosure that the Sponsor, its affiliates and promoters are not receiving
compensation in connection with the Business Combination and the PIPE Investment. We
further note disclosure on page 221 reflecting outstanding advances due to an affiliate of
the Sponsor. Please revise to provide all the disclosures pursuant to Item 1603(a)(6) of 2.

July 29, 2024
Page 2
Regulation S-K. Please also revise your Conflicts of Interests disclosures on page 42 and
throughout your proxy statement/prospectus as applicable.
3.We note the disclosure that the Sponsor, its affiliates and promoters will not receive any
securities of Globalink or PubCo in connection with the Business Combination and the
PIPE Investment. Please clarify to disclose that the Sponsor will have an equity interest in
the Combined Company after completion of the Business Combination. We note your
disclosure on page 16.
4.We note your disclosure that "if Globalink does not consummate the Business
Combination and fails to complete an initial business combination by July 9, 2024 (or up
to December 9, 2024 if Globalink’s time to complete a business combination is extended
pursuant to the Globalink Charter), Globalink will be required to dissolve and liquidate."
Please revise to clarify that if Globalink anticipates that it may not be able to consummate
its initial business combination in time, Globalink may, by resolutions of its Board, if
requested by its Sponsor, extend the period of time to consummate a business
combination on a monthly basis to until December 9, 2024, subject to its Sponsor
depositing additional funds into the Trust Account.
5.We note that certain shareholders agreed to waive their redemption rights with respect to
any shares of Globalink common stock they may hold in connection with the
consummation of the Business Combination. Please disclose any consideration provided
in exchange for these waivers. Refer to Item 1603(a)(8) of Regulation S-K.
6.Please revise the cover page of your proxy statement/prospectus to disclose the number of
securities being registered on this registration statement. See Item 501(b) of Regulation S-
K.
Share Calculations and Ownership Percentages, page 6
7.We note the assumption here that the number of PubCo ordinary shares to be issued in
connection with conversion of Globalink’s public and private rights is 1,207,000.
However, elsewhere in the proxy statement/prospectus, you note that Globalink Rights
Holders are expect to own 1,150,000 shares of PubCo common stock. Please reconcile
these disclosures or advise.
Questions and Answers About the Special Meeting and the Proposals
Q: Do any of Globalink's directors or officers have interests that may conflict with my interests
with respect to the Business Combination, page 13
8.Please revise your disclosure to discuss the number of extensions of the period of time
Globalink has to consummate the initial business combination that have been exercised
and the corresponding amounts that have been deposited into the Trust Account by the
Sponsor.
Questions and Answers About the Special Meeting and the Proposals
Q: What equity stake will current Globalink stockholders, Alps Holdco Shareholders and PIPE
Investors hold, page 13
We note your statement here that the maximum redemption scenario "represents the
maximum redemptions that may occur, which would still allow Globalink to have
consolidated net tangible assets of at least $5,000,001" and similar statements for other 9.

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redemption scenarios presented in the proxy statement/prospectus. In light of the $40
million PIPE Investment entered into with certain investors on June 4, 2024 and June 5,
2024, please clarify why there is any level of redemptions that would result in Globalink
failing to satisfy the net tangible asset requirement.
10.Please expand the table in this Question & Answer to show the 25%, 50% and 75%
redemption scenarios presented on page 16 and elsewhere in the proxy
statement/prospectus. We also note your inclusion of the term "Maximum Contractual
Redemptions" here. Please revise your tabular dilution information throughout your filing
to present the information consistently.
11.Here and in the other presentations of share ownership that assume that no Earnout Shares
are issued, please clarify that subject to achieving certain revenue milestones the
maximum number of Earnout Shares that could be issued is 48,000,000 and that investors
would experience additional dilution to the extent any Earnout Shares are issued.
Summary of the Proxy Statement/Prospectus
Alps Holdco, page 27
12.Please revise the summary to provide a balanced presentation of Alps Holdco's current
operations by disclosing that Alps Holdco currently has no product candidates approved
for commercial sale and has not generated any revenue from the sale of product
candidates. Please also clarify that Alps Holdco primarily generates revenues from
general healthcare and other wellness services.
Parent Representative, page 28
13.We note your statement that the Sponsor "is acting as the Parent Representative for the
purpose of representing, from and after the Effective Time, the stockholders of
Globalink." Please clarify the role of the Parent Representative or otherwise explain the
way in which the Parent Representative will represent the previous stockholders of
Globalink after the Business Combination. Please provide corresponding disclosure for
the Seller Representative.
Summary of the Proxy Statement/Prospectus
Termination, page 29
14.Please clarify if the Outside Closing Date and related provisions are measured from the
January 30, 2024 execution of the initial Merger Agreement or from the May 20, 2024
execution of the amended and restated Merger Agreement.
Globalink Board's Reasons for the Approval of the Business Combination, page 34
Please provide the source or basis for your claims in this section. For example, we note
your statements regarding various industry trends on page 34 and statements regarding the
growth potential of Southeast Asia on page 35. We also note your statement on page 35
that Alps' "skilled, multilingual and cost-effective labor force contributes to a low burn
rate relative to many typical biotech companies solely focused on R&D, giving Alps a
longer runway and without compromising on quality, which enables Alps to have a
competitive advantage and pursue its pipeline developments" and on page 122 that "Alps
adopts a business model that generates revenue through multiple revenue streams with 15.

July 29, 2024
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relatively low overhead costs." Please substantiate these statements, including a
quantification of Alps' low burn rate relative to other biotech companies.
16.Please revise to provide the information required by Item 1606(c) of Regulation S-K.
Fairness Opinion, page 35
17.We note your statement that the Globalink Board does not plan to obtain a fairness
opinion in connection with the Business Combination. Receipt of a fairness opinion
appears to be a condition to Globalink's obligation to close the transaction pursuant to
Section 10.2(k) of the Amended and Restated Merger Agreement. Please revise your
disclosure to explain what consideration the Globalink Board gave to seeking a fairness
opinion, including any steps taken to seek a fairness opinion and if any financial advisors
declined or were otherwise unable or unwilling to provide a fairness opinion. To the
extent the Board has, or intends to, waive the fairness opinion closing condition, please
include appropriate disclosure throughout the proxy statement/prospectus.
Implication of Being an Emerging Growth Company, page 39
18.Please clearly state your election under Section 107(b) of the JOBS Act. If you do not
believe the election would impact the PubCo as an IFRS filer, please revise to disclose
that effect.
Interests of Certain Persons in the Business Combination, page 42
19.We note your disclosure on page 221 regarding various promissory notes between the
Company and PGM noting that such notes are repayable upon consummation of an initial
Business Combination. We further note your disclosure on page F-13 regarding "a
familial relationship between the Sponsor and a 95% shareholder of Public Gold
Marketing Sdn. Bhd" and your disclosure on page F-14 that "[a]s of March 31, 2024 and
December 31, 2023, the total of the promissory notes are reflected on the consolidated
balance sheets as $2,640,649 and $1,757,255, respectively." Please revise your disclosure
in this section and throughout your proxy statement/prospectus as applicable to disclose
the outstanding promissory notes and familial relationship as an interest of the Sponsor.
Dividend Policy, page 51
20.Please reconcile your statement here that it is presently intended that the Combined
Company "retain most," if not all, of its available funds and any future earnings for use in
business operations and expansion with your statement on page 87 that "[t]he Combined
Company intends to retain future earnings, if any, for future operations, expansion and
debt repayment and there are no current plans to pay any cash dividends for the
foreseeable future." Please clarify the intended dividend policy of the Combined
Company, including whether you intend to distribute any portion of available funds to
shareholders. Additionally, please clarify if you intend to use retained earnings for debt
repayment.
Risk Factors
Risks Related to Development of Our Product Candidates
Our current product candidates are in preclinical development and have never been tested in
humans..., page 57

July 29, 2024
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21.We note your statement that "the joint development of oral Cholera vaccine cannot be
carried out in a geographical location with close proximity to where we operate." Please
explain why this is the case either here or elsewhere in the prospectus/proxy statement.
The manufacturing operations of our potential product candidates including but not limited to
cosmetics products infused with exosomes..., page 62
22.We note your disclosure that you are not capable of manufacturing the finished cosmetics
products such as facial masks and face serum infused with exosomes in-house and that
you rely on a single supplier. At an appropriate section of your filing, please describe this
supplier and the material terms of any agreement with this supplier or provide an analysis
explaining why you are not required to do so.
Alps relies on intellectual property that is jointly developed with third parties which exposes Alps
to risks..., page 64
23.Please revise the risk factor disclosure to disclose that Alps' Research Collaboration
Agreement with University Science Malaysia for cancer data and related research and
development has expired. We note your disclosure on page 189.
Risk Factors
Risk Related to Government Regulation
Fluctuations in exchange rates could adversely affect Alps' business and the value of its
securities., page 67
24.We note your statement that "[t]o the extent the USD increases in value relative to the
RM, our margins may be adversely affected." Please provide a more detailed explanation
of how changes in the value of the RM and USD impact your business, financial
condition, results of operations and liquidity.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments
or bringing actions against PubCo..., page 91
25.Please revise to tailor the risk factor disclosure to your facts and circumstances
and clarify, if applicable, that a majority of the Combined Company's officers and
directors are located outside of the United States.
Board of Directors and Management Following the Business Combination, page 114
26.You state on page 24 that upon the Closing of the Business Combination, all of the
officers of Alps Holdco will become the initial officers of PubCo and shall hold office
until their respective successors are duly elected or appointed and qualified. Based on this
disclosure here, it does not appear that you expect to appoint a Chief Financial Officer
following the Business Combination. Please clarify if you intend to appoint a Chief
Financial Officer upon the Closing of the Business Combination. If not, please revise your
risk factor disclosure on page 54 to note that you expect to continue operating without a
Chief Financial Officer for the foreseeable future.

July 29, 2024
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Escrow Agreement, page 114
27.Please expand on this section to explain why five percent of the Merger Consideration
will be held in escrow following the closing of the Business Combination. Your
disclosure should explain the conditions and timeframe under which such Escrow Shares
may be disbursed from escrow.
The Sponsor, its Affiliates, and Promoters , page 115
28.Please expand on your description of the material roles and responsibilities of the
Sponsor, its affiliate and promoters to describe the specific roles of the controlling person
and two promoters. We also note your statement that "[a] promoter of the Sponsor, Lin
Ding Jie, who holds 22.5% of the equity interest in the Sponsor, has previous experience
in organizing special purpose acquisition companies." Please revise to briefly describe the
previous experience noted here. Refer to Item 1603(a)(3) of Regulation S-K.
29.We note your statement that "[n]o agreement, arrangement, or understanding has been
made between the Sponsor and Globalink or Globalink’s officers, directors, and affiliates
with respect to determining whether to proceed with a de-SPAC transaction, including the
Business Combination." Please revise this statement to discuss the Insider Letter and file
such agreement as an exhibit to your registration statement or provide an analysis
explaining why it is not necessary. Refer to Item 1603(a)(5) and Item 601(b) of
Regulation S-K.
Background of the Business Combination, page 119
Please significantly expand the disclosure in this section to explain how the transaction
structure and consideration evolved during the negotiations, including any discussions,
proposals and counter-proposals made during the course of the negotiations with respect
to the material terms of the transaction. Please revise the section to address, including but
not limited to, the following:

•include a description of the negotiation of the Earnout Shares, Insider Letter, Escrow
Agreement and the G