Alps Group Inc美股招股说明书(2026-01-21版)

ALPS GROUP INC Alps Group Inc (formerly known as “Alps Global Holding Pubco”), a Cayman Islands exempted company (the “Company,” the “CombinedCompany,” “PubCo,” or “we”), is registering, among other things, the issuance from time to time of up to 6,035,000 ordinary shares, $0.0001 par valueper share (“Ordinary Shares”), which consist of (i) up to 5,750,000 Ordinary Shares issuable upon the exercise of 11,500,000 Warrants (as definedbelow), which were originally included in the units sold at a price of $10.00 per unit in the initial public offering of Globalink (as defined below), at$11.50 per whole share, and (ii) up to 285,000 Ordinary Shares issuable upon the exercise of 570,000 Warrants, which were issued at Closing of theBusiness Combination in connection with the conversion of Globalink warrants included in the Private Units sold to PGM (as defined below) in aprivate placement concurrently with the IPO at a price of $10.00 per unit, with each Warrant exercisable for one-half of one Ordinary Share at $11.50per whole share. We are also registering for resale by certain selling shareholders named herein (the “Selling Shareholders”) up to 5,725,546 Ordinary Shares, (a) 1,002,854 Ordinary Shares issued to certain affiliates of Alps Global Holding Pubco who were former shareholders of Alps Holdco (asdefined below) in connection with the Business Combination as Merger Consideration Shares (as defined below) at an implied purchase price of $10.00per share; (b) 2,875,000 Ordinary Shares issued to the Initial Stockholders (as defined below) upon conversion of the Founder Shares issued to the InitialStockholders prior to the IPO (as defined below), which were originally purchased for an aggregate purchase price of $25,000 (approximately $0.009per share); (c) 310,788 Ordinary Shares issued to PIPE Investors (as defined below) pursuant to certain PIPE Subscription Agreements (as defined below); (d) 305,509 Ordinary Shares issued to Alps directors to settle certain payable owed to such directors; (e) 946,395 Ordinary Shares consists of (i) 627,000 Ordinary Shares issued to PGM at Closing of the Business Combination converted fromPrivate Shares and Private Rights; (ii) 280,395 Ordinary Shares issued to PGM as partial conversion of amounts due at Closing of the BusinessCombination and (iii) 39,000 Ordinary Shares issued to Ng Yan Xun as partial conversion of amounts due at Closing of the Business Combination; and (f) 285,000 Ordinary Shares issuable upon the exercise of 570,000 Warrants, which were issued at Closing of the Business Combination inconnection with the conversion of Globalink warrants included in the Private Units sold to PGM in a private placement concurrently with the IPO. See “Selling Shareholders” for the details of these securities. Upon expiration of a lock-up period which is six months to fifteen months after the closing of the Business Combination, and for so long as theeffective registration statement of which this prospectus forms a part is available for use, the Selling Shareholders, collectively the beneficial owners of5,725,546 Ordinary Shares, constituting approximately 3.44% of our issued and outstanding Ordinary Shares as of the date of this prospectus, can sellunder this prospectus (assuming no exercise of Warrants). The lock-up restrictions can be waived by the Company at any time. Given the substantialnumber of Ordinary Shares being registered for potential resale by Selling Shareholders pursuant to this prospectus, the sale of shares by the SellingShareholders, or the perception in the market that the holders of a large number of our Ordinary Shares intend to sell their shares, could increase thevolatility of, or result in a significant decline in, the public trading price of the Ordinary Shares. See “Shares Eligible for Future Sales” for more details. Because the prices at which certain Selling Shareholders acquired the securities that they may sell pursuant to this prospectus may be lower thanthat of our public shareholders, certain Selling Shareholders may experience a positive rate of return on the securities that they sell pursuant to thisprospectus and be incentivized to sell such shares, when our public shareholders may not experience a similar rate of return. Certain of the securitiesbeing registered for sale pursuant to this prospectus were purchased by certain Selling Shareholders at prices below the current market price of ourOrdinary Shares. Based on the closing price of our Ordinary Shares of $1.00 as of January 5, 2026, the Initial Stockholders (with respect to the Foundershares (as defined below)) may experience potential profit of up to $0.991 per share, or an aggregate amount of profit of up to approximately $2.85million. Accordingly, such Selling Shareholders may have an incentive to sell their securities even the trading price is lower than the price at which ourpublic shareholders purchased their securities. See “Risk Factors - Risks Related to Our Securi