SecProbe.io

September 18, 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
Tham Seng Kong
Chief Executive Officer
Alps Life Sciences Inc
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. 2 to Draft Registration Statement on Form F-4
Submitted August 21, 2024
CIK No. 0002025774
Dear Say Leong Lim and Tham Seng Kong:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
July 29, 2024 letter.

September 18, 2024
Page 2

Amendment No. 2 to Draft Registration Statement on Form F-4
Cover Page
1.We note your revised disclosure in response to previous comment 2. Please add
corresponding disclosure to the cover page of the prospectus or provide us an analysis
explaining why it is not required. Please refer to Item 1604(a)(3) of Regulation S-K.
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 14
2.We note your disclosure in response to previous comment 8 that "[i]n connection with
funding the extensions, Globalink has issued an aggregate of more than US$3.5 million
in promissory notes to PGM." Please revise to state the actual aggregate amount of
promissory notes that have been issued to date instead of stating that the amount is over
US$3.5 million.
Parent Representative, page 28
3.We note your revised disclosure regarding the Parent Representative and Seller
Representative in response to previous comment 13. Please expand on these sections to
fully explain the roles of the Parent Representative and Seller Representative after the
closing of the Business Combination. In this regard, we note that pursuant to Section
13.20 of the Merger Agreement, the Sponsor will have the sole authority to handle
various matters relating to the Escrow Account and indemnifications under the Merger
Agreement. Please include disclosure regarding the ongoing role of the Sponsor when
discussing potential conflicts of interest. Finally, please expand on your statement that the
Sponsor "expects to act as the representative of the previous stockholders of Globalink"
to clarify if the Sponsor will have any specific fiduciary or contractual duties to the
previous stockholders of Globalink in its capacity as the Parent Representative.
Fairness Opinion, page 35
4.We note your disclosure that "[t]he Globalink Board received a draft of fairness opinion
from Morison Advisory Sdn. Bhd. in June 2024" but that "[t]he Globalink Board decided
not to rely on the fairness opinion for determining the valuation of Alps Holdco." You
further disclose that the "Globalink Board did not put much weight in considering the
draft fairness opinion in determining the valuation of Alps Holdco." It appears that the
Globalink Board received an opinion that is materially related to the transaction. Please
provide the disclosure required by Item 1607 of Regulation S-K or provide a detailed
analysis explaining why such disclosure is not required.
Escrow Agreement, page 114
We note your revised disclosure in response to previous comment 27 that the Escrow
Property will be distributed six months after the Closing Date. However, the
indemnification obligations pursuant to Article XII of the Merger Agreement appear to 5.

September 18, 2024
Page 3
run for twelve months after the Closing Date. Please clarify the relevant timeframes and
any potential impacts at the time when there is no Escrow Property remaining in the
Escrow Account.
Background of the Business Combination, page 119
6.We note your revised disclosure in response to previous comment 30. Please expand on
your disclosure regarding the negotiation of the Earnout Shares to discuss how the parties
arrived at the size of the earnout and the applicable milestones. Your disclosure should
include any discussions, proposals and counter-proposals made during the course of the
negotiations.
7.We note your response to previous comment 31 and reissue it in part. Please revise to
disclose the information reviewed by Globalink, which included "Alps’ forecasted
discounted cashflow and Price/price/revenue multiples." Also revise to briefly describe
the guidance of biotechnology companies’ valuation under Regulation 18a of Hong Kong
Stock Exchange to provide additional context for your disclosures.
Board's Discussion of Valuation and Reasons for the Approval of the Business Combination,
page 122
8.We note your response to previous comment 37 and reissue it in part as your disclosure
appears inconsistent with the response in the response letter. You disclose here that
the Board supported the decision to enter into the Merger Agreement based on the
Board’s evaluation of the above due diligence by Globalink’s management and the
investor presentation, and on the following qualitative and quantitative evaluations
regarding Alps, which included the financial projections prepared by Alps for the
upcoming five years until the fiscal year 2029. Please revise to reconcile the disclosure
with your response to us. We may have additional comments upon review of your
response. Refer to Item 1609 of Regulation S-K.
9.We note your response to previous comment 37 that you "did not disclose the projections
in the proxy statement/prospectus because the Globalink Board believes that the financial
projections may have contained estimates and assumptions that susceptible to changes
and uncertainties, and did not put much weight in considering the financial projections of
Alps in determining the valuation of Alps nor in the decision of recommending the
Business Combination for stockholders’ approval." We also note your statement on page
121 that the Globalink Board considered the PIPE Investment to be the primary basis for
the pre-money valuation of Alps of approximately $1.6 billion. Please tell us whether the
potential PIPE Investors received any financial projections of Alps. If so, please provide
us with your analysis of why disclosure of the projections is not required if they were
considered by the potential PIPE Investors, the valuation in the PIPE Investment was the
primary basis for the valuation in the Business Combination, and the availability and
terms of the PIPE Investment were given high significance by the Globalink Board in
approving the Business Combination.
We note your revised disclosure in response to previous comment 40 regarding the
matters the Board considered in determining that the terms of the PIPE Investment are
fair and reasonable to Globalink. Please expand on this disclosure to explain whether and
how the Board considered the $1.6 billion valuation for the PIPE Investment as part of its 10.

September 18, 2024
Page 4
determination that the terms of the PIPE Investment are fair and reasonable to Globalink.
Competition, page 123
11.We note your response to previous comment 15 and reissue in part. Please revise to
balance your disclosure by clarifying that you are considering companies significantly
larger than you, with significantly larger research & development plans and costs.
Material U.S. Federal Income Tax Consequences
U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of
Globalink's Securities, page 145
12.We note your revised disclosure in response to previous comment 42 and reissue the
comment. The revised disclosure notes that the discussion constitutes an opinion with
respect to the Business Combination, including the Redomestication Merger and the
Acquisition Merger. However, the substantive discussion under the subheading " If the
Redomestication Merger Qualifies as a Reorganization " is still limited to a discussion of
the Redomestication Merger. Please revise the existing disclosure so that it is clear that
it also applies to the Acquisition Merger or add a separate discussion of the Acquisition
Merger.

Dilution to Globalink's Stockholders, page 152
13.Your revised disclosure appears to calculate dilution per share based on the difference
between the estimated issuance price per share of $10.00 and the net tangible book value
per share as of March 31, 2024. Item 1604(c) of Regulation S-K requires the disclosure
of the difference between the offering price of the securities in the initial registered
offering by the SPAC and the as adjusted net tangible book value per share. Please revise
your disclosure to include this presentation.
14.In footnotes (4) and (5) you note that because you are excluding the effect of the de-
SPAC itself, "the PIPE investment proceeds, net assets of Alps Holdco and transaction
cost attributed to Alps Holdco were excluded" and "the 4,000,000 ordinary shares to be
issued under PIPE Investment, 1,600,000 ordinary shares to be issued to IBDC Asia Sdn
Bhd as transaction cost and 160,000,000 ordinary shares to be issued to Alps Holdco
shareholders as Merger consideration shares were excluded." Please provide us with your
analysis of why such amounts should be excluded pursuant to Item 1604(c) of Regulation
S-K.
15.We reissue previous comment 43 in part. Outside of the dilution table, please describe
each material potential source of future dilution that non-redeeming shareholders may
experience by electing not to tender their shares in connection with the de-SPAC
transaction, including sources not included in the table with respect to the determination
of net tangible book value per share, as adjusted. These sources of future dilution should
include the Earnout Shares and outstanding public and private warrants to the extent their
exercise is assumed not to be probable. Please refer to Item 1604(c) of Regulation S-K.
We reissue previous comment 44. With respect to each redemption level, please state the
company valuation at or above which the potential dilution results in the amount of the
non-redeeming shareholders’ interest per share being at least the initial public offering 16.

September 18, 2024
Page 5
price per share of common stock. Additionally, to the extent applicable, please provide a
description of the model, methods, assumptions, estimates, and parameters necessary to
understand the tabular disclosure. Please refer to Items 1604(c)(1) and (2) of Regulation
S-K.
Agreement with Chardan, page 154
17.We note your revised disclosure regarding the February 2, 2024 amended agreement with
Chardan to "update certain commercial arrangements relating to the engagement,
including the inclusion of a future transaction arrangement post Business Combination."
Please revise to disclose the revisions to the agreement with Chardan, including whether
the commercial terms represent adjustments to the terms of the February 4, 2022 letter
agreement. Finally, please provide an estimate of the total fees and expenses you expect
to pay to Chardan in connection with the Business Combination and if such amounts are
included in the estimated transaction costs disclosed on pages 82, 152 and 241.
Our Pipeline, page 162
18.We reissue previous comment 50 in part. Please revise the arrows for each product
candidate to indicate the current status of such candidate and only put the arrow at the
end of the column if that phase of development has been completed. As examples, you
state that VaxBio "is moving to the preclinical stage" and that Celestialab "is now
focusing on commencing preclinical study."
mRNA (Diagnostic), page 189
19.We note your revised disclosure in response to previous comment 53. Please clarify what
it means for the biomarker laboratory to be equipped to detect up to 31 types of diseases.
Please explain the specific aspects of this group of 31 diseases that relate to your product.
Revise to provide a reasonable basis for your belief that your product may be able to
detect this specific group of diseases given your disclosure that you are still undergoing
the POC stage and data gathering phase of this product.
Intellectual Property, page 208
20.We note your response to previous comment 58 and your disclosure that Alps currently
does not own any patents and that Alps has in-licensed fifteen (15) foreign patents in
China. Please tell us what consideration you have given to updating your risk factor
section to describe the limitations of your patent license arrangements or revise.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Alps, page 225
We note your response to comment 59. Please reconcile the total of research expenses
incurred by each pipeline in the table presented on page 227 to the total research
expenses amounts as presented on page 227 which shows all of the components of the
Administrative expenses line item as presented on your statements of operations. Your
disclosures indicate that certain expenses, particularly salaries and payroll costs, are not
individually tracked. These expenses are shared across research and development of
various pipelines, and are not allocated to any specific pipeline. In this regard it is not
clear why the total research expenses incurred by each pipeline would be greater than the 21.

September 18, 2024
Page 6
total research expenses amount. For example for the year ended March 31, 2024, the total
research expenses for all pipelines was $286,537 whereas total research expenses as a
component of Administrative expenses was only $276,957. Please advise or revise your
disclosures as necessary.
22.We note your response to previous comment 60. Please address the following:
•Your response indicates that the main factor contributing to income tax expense in
2023 is derived from the under provision of income tax expense in TMC Global
Holdings Sdn. Bhd. in FY2022, by $118,113. Please help us understand whether this
under provision represents the correction of an error as addressed in IAS 8.41
through 49. If this adjustment is a correction of an error, please further explain how
you determined it was appropriate to record this adjustment in 2023 as well as your
consideration of the disclosures required by IAS 8.49. Please also advise how this
amount is reflected in your income tax reconciliation provided on page F-91; and
•In FY2024, income tax credit resulted from the derecognition of deferred tax
liabilities from TMC. TMC is in deferred tax assets position as of FY2024 resulting
from the unabsorbed business losses during the financial year. Please better clarify in
your disclosures how you determined it was appropriate to derecognize
these deferred tax liabilities and the corresponding effect it had on your
considerations regarding the realizability of the corresponding deferred tax assets.
Cost of sales, page 226
23.We reissue previous comment 61. We note your reference to "profit sharing on hair
implant services." Please clarify the profit sharing agreements you enter into and how
they relate to your business.
Unaudited Pro Forma Condensed Combined Financial Information, page 231
24.We note your response to comment 64. Please address the following:
•Please provide a summary of the key terms of the earnout provisions in your
disclosures