Global Lights Acquisition Corp美股招股说明书(2023-11-14版)

Global Lights Acquisition Corp $60,000,0006,000,000 Units Global Lights Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted companyfor the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similarbusiness combination with one or more businesses, which we refer to throughout this prospectus as our initial businesscombination. We have not selected any specific business combination target and we have not, nor has anyone on ourbehalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneordinary share and one right. Each right entitles the holder thereof to receive one-sixth (1/6) of one ordinary share uponconsummation of our initial business combination, so you must hold rights in multiples of six in order to receive sharesfor all of your rights upon closing of a business combination. We have also granted the underwriters a 45-day option topurchase up to an additional 900,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary sharesupon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of two business days prior to the consummation of ourinitial business combination, including interest (which interest shall be net of taxes payable) divided by the number ofthen issued and outstanding ordinary shares that were sold as part of the units in this offering, which we refer tocollectively as our public shares, subject to the limitations described herein. If we anticipate that we may not be able toconsummate our initial business combination within the 12-month period, we may, but are not obligated to, extend theperiod of time to consummate a business combination twice by an additional three months each time (for a total of up to18 months to complete a business combination). If we are unable to complete our initial business combination within 12months from the closing of this offering (or 15 or 18 months, as applicable from the closing of this offering if we extendthe period of time twice, each by an additional three months to consummate a business combination. Our publicshareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial businesscombination from 12 months to 18 months described above or redeem their shares in connection with such extensions),we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account, subject to applicable law and certain conditions as described herein. Our sponsor, Carbon Neutral Holdings Inc., a Cayman Islands exempted company, has agreed to purchase anaggregate of 327,500 private placement units (or up to 350,000 units if the underwriters’ over-allotment option isexercised in full) at a price of $10.00 per unit for an aggregate purchase price of $3,275,000 (or up to $3,500,000 if theunderwriters' over-allotment option is exercised in full) in a private placement that will close simultaneously with theclosing of this offering (“private placement units”). Each private placement unit shall consist of one ordinary share andone private placement right to receive one-sixth of an ordinary share upon the consummation of an initial businesscombination. Prior to this offering, there was no public market for our units, ordinary shares or rights. We have been approvedto list our units on the Nasdaq Global Market, or NASDAQ, under the symbol “GLACU.” We expect that the ordinaryshares and rights comprising the units will begin separate trading on the 90th day following the date of this prospectusunless underwriters of this offering inform us of their decision to allow earlier separate trading, subject to our filing aCurrent Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balancesheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when suchseparate trading will begin. Once the securities comprising the units begin separate trading, the ordinary shares andrights will be listed on NASDAQ under the symbols “GLAC” and “GLACR,” respectively. We conduct our operations through an office space in the People’s Republic of China, or PRC, and our sponsorand all of our executive officers and directors are located in or have significant ties to the PRC. We are a blank checkcompany incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase,recapitalization, reorganization or similar business combination with one or more businesses or entities, and although wedo not have any spec