Item
1.01. Entry into a Material Definitive Agreement.
Merger
Agreement
On
August 3, 2022, Globalink Investment Inc. (“Globalink”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
by and among Tomorrow Crypto Group Inc., a Nevada corporation (“Tomorrow Crypto”), Globalink Merger Sub, Inc., a Nevada corporation
and a wholly-owned subsidiary of Globalink (“Merger Sub”), GL Sponsor LLC, a Delaware limited liability company, in the capacity
as the representative from and after the effective time of the Merger (as defined below) (the “Effective Time”) in accordance
with the terms and conditions of the Merger Agreement (the “Parent Representative”), and Mingliu Wang, an individual, in
the capacity as the representative from and after the Effective Time for the stockholders of Tomorrow Crypto as of immediately prior
to the Effective Time in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative”).
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 (the “Merger”,
and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). Subject to the terms
and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”),
each share of Tomorrow Crypto common stock issued and outstanding immediately prior to the Effective Time (other than treasury shares
or dissenting shares) will be converted into the right to receive shares of Globalink common stock. The total consideration to be paid
by Globalink to the stockholders of Tomorrow Crypto in the form of Globalink’s common stock at the Closing will be equal to $210
million, with an earn-out provision permitting the stockholders of Tomorrow Crypto to receive up to 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. The Merger Agreement is subject to certain customary closing conditions and contains customary representations,
warranties, covenants and indemnity provisions. Capitalized terms used but not defined herein shall
have the respective meanings set forth in the Merger Agreement. The respective boards of directors of Globalink and Tomorrow Crypto
have (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby (the “Transactions”)
and (ii) resolved to recommend approval of the Merger Agreement and related transactions by their respective stockholders.
Unless
otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.
Merger
Consideration
The
aggregate consideration to be paid by Globalink to Tomorrow Crypto stockholders in the form of shares of Globalink’s common stock
at the Closing is based on an enterprise value of Tomorrow Crypto equal to $210 million (the “Merger Consideration”).
Earnout
In
addition to the Merger Consideration set forth above payable at the Closing, the Tomorrow Crypto stockholders will also have a contingent
right to receive up to an additional 10 million shares of Globalink common stock (the “Earnout Shares”). Subject to the terms
and conditions of the Merger Agreement, the Earnout Shares shall be earned and payable as follows: (i) one million Earnout Shares upon
3,000 ASIC mining machines being successfully installed, commissioned and placed in operation; and (ii) an additional one million Earnout
Shares for each additional group of 2,000 ASIC mining machines installed, commissioned and placed in operation, upon the earlier of the
Closing and the applicable dates of achievement of the foregoing milestones.
Treatment
of Tomorrow Crypto Securities
Conversion
of Tomorrow Crypto Common Stock. Each share of Tomorrow Crypto common stock issued and outstanding immediately prior to the Effective
Time (other than any such shares of Tomorrow Crypto common stock cancelled as described above and any dissenting shares) shall be converted
into the right to receive a number of shares of Globalink common stock equal to $210 million divided by the number of fully-diluted Tomorrow
Crypto shares divided by $10.00 (subject to the withholding of the Escrow Shares).
Conversion
of Merger Sub Common Stock. Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately
prior to the Effective Time will be converted into and become one newly issued share of Tomorrow Crypto common stock.
Escrow
At
or prior to the Closing, the parties will enter into an escrow agreement with Continental Stock Transfer & Trust Company (or such
other escrow agent mutually acceptable to Globalink and Tomorrow Crypto) (the “Escrow Agent”), in form and substance reasonably
satisfactory to Globalink and Tomorrow Crypto (the “Escrow Agreement”), pursuant to which Globalink shall issue to the Escrow
Agent a number of shares of Globalink common stock (with each share valued at $10.00) equal to five percent (5%) of the total Merger
Consideration (the “Escrow Amount”) ( the “Escrow Shares”) to be held, along with any other dividends, distributions
or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account
(the “Escrow Account”) and disbursed therefrom in accordance with the terms of indemnification provisions of the Merger Agreement
and the Escrow Agreement. The Escrow Property shall serve as the sole source of payment for the obligations of the Tomorrow Crypto stockholders
pursuant to the terms of indemnification provisions of the Merger Agreement.
Representations
and Warranties
The
Merger Agreement contains a number of representations and warranties of the parties thereto, many of the representations and warranties
are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Merger Agreement means
with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected
to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or
condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or
entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary
documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions.
Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information
provided pursuant to certain disclosure schedules to the Merger Agreement.
The
representations and warranties made by Globalink, Merger Sub and Tomorrow Crypto are customary for transactions similar to the Transactions.
Certain
Surviving Representations and Warranties
Certain
representations or warranties made by Tomorrow Crypto in the Merger Agreement shall survive for six (6) months after the date of the
Closing. Subject to the terms and conditions of the Merger Agreement, and from and after the Closing Date, the Tomorrow Crypto stockholders
agree to indemnify and hold harmless Globalink against and in respect of any and all out-of-pocket loss incurred or sustained by Globalink
as a result of or in connection with any breach or inaccuracy of the representations and warranties of the Company with respect to (a)
Corporate Existence and Power, (b) Authorization, (c) Governmental Authorization, (d) Non-Contravention, (e) Capitalization, (f) Subsidiaries,
(g) Consents, (h) Financial Statements, (i) Books and Records, (j) Absence of Certain Changes, (k) Properties; Title to the Company’s
Assets, (l) Litigation, (m) Licenses and Permits, (n) Compliance with Laws, (o) Real Property, (p) Tax Matters, (q) Finders’ Fees,
(r) Anti-Money Laundering Laws, and (s) Related Party Transactions (collectively, the “Company Surviving Reps”). Except for
fraud claims, Globalink shall not assert any claim for indemnification until the aggregate amount of all losses exceeds $1,000,000, in
which event the Tomorrow Crypto stockholders shall be responsible for the aggregate amount of all losses from the first dollar, regardless
of such threshold. Except for fraud claims, the maximum aggregate amount of indemnification payments shall not exceed the amount of the
Escrow Property in the Escrow Account at such time.
Subject
to the foregoing, the representations and warranties of the parties contained in the Merger Agreement terminate as of, and do not survive,
the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained
in the Merger Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants
and agreements will survive until fully performed.
Covenants
The
Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation
of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants
of the parties, including, among others, access to information, cooperation in the preparation of the Form S-4 and Proxy Statement (as
each such terms are defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals
of each party’s respective stockholders including, in the case of Globalink, approvals of the amended and restated certificate
of incorporation, amended and restated bylaws, the incentive plan, post-merger board of directors, and the share issuance under Nasdaq
rules. Globalink has also agreed to obtain a fairness opinion and to endeavor to minimize its transaction expenses.
Globalink
Equity Incentive Plan
Prior
to the Closing, Globalink will adopt a new equity incentive plan in form and substance acceptable to Globalink and Tomorrow Crypto (such
acceptance not to be unreasonably withheld, conditioned or delayed) (the “Globalink Equity Incentive Plan”). The Globalink
Equity Incentive Plan will have such number of shares available for issuance equal to twelve percent (12%) of the shares of Globalink
common stock issued and outstanding immediately after the Closing and shall include a five percent (5%) “evergreen” provision
that will provide for an automatic increase on the first day of each fiscal year equal to five percent (5%) of the total number of shares
of Globalink common stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase.
Exclusivity
Each
of Globalink and Tomorrow Crypto has agreed that from the date of the Merger Agreement until the earlier of the Closing Date and the
termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party relating to certain
alternative transactions that would compete with the Transactions or enter into any agreement relating to such a transaction.
Conditions
to Closing
The
consummation of the Merger is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting
or imposing any condition on the consummation of the Transactions, (ii) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of any consent, approval or authorization required by
any Authority, (iv) there being no action brought by any Authority to enjoin or otherwise restrict the consummation of the Closing, (v)
Globalink having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger, (vi) approval
by the stockholders of Tomorrow Crypto of the Transactions, (vii) approval by the stockholders of Globalink of the Transactions, (viii)
the conditional approval for listing by Nasdaq of the shares of Globalink common stock to be issued in connection with the transactions
contemplated by the Merger Agreement and the Subscription Agreements and satisfaction of initial and continued listing requirements,
(ix) the Form S-4 becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (“Securities Act”),
(x) solely with respect to Globalink and Merger Sub, (A) Tomorrow Crypto having duly performed or complied with all of its obligations
under the Merger Agreement in all material respects, (B) the representations and warranties of Tomorrow Crypto being true and correct
in all respects unless failure would not have or reasonably be expected to have a Material Adverse Effect on Tomorrow Crypto and/or any
of its subsidiaries, (C) no event having occurred that would result in a Material Adverse Effect on Tomorrow Crypto and/or any of its
subsidiaries, (D) at least three (3) of the Company’s officers comprising the senior management of the Company being United States
residents, and (E) Globalink having obtained an opinion from an independent investment bank or other financial advisory firm mutually
acceptable to Globalink and Tomorrow Crypto as to the fairness from a financial point of view, as of the date of such opinion, of the
Merger Consideration to be paid to the stockholders of Tomorrow Crypto pursuant to the Merger Agreement, and (xi) solely with respect
to Tomorrow Crypto, (A) Globalink and Merger Sub having duly performed or complied with all of their respective obligations under the
Merger Agreement in all material respects, (B) no event having occurred that would result in a Material Adverse Effect on Globalink,
(C) the size and composition of the post-Closing board of directors of Globalink being established as set forth in the Merger Agreement,
and (D) the amount of cash available in Globalink’s trust account immediately prior to the Effective Time after deducting amounts
necessary to satisfy redemptions, plus the PIPE financing amount actually received by Globalink at the Closing, and net of Globalink’s
unpaid expenses and liabilities (the “Parent Closing Cash”) being at least equal to the aggregate amount of commitments under
the Subscription Agreements (as defined below) as of the date of the Merger Agreement.
Termination
The
Merger Agreement may be terminated at any time prior to the Effective Time as follows:
| (i) | by
either Globalink or Tomorrow Crypto if the Transactions are not consummated on or before
the six month anniversary of the Merger Agreement (the “Outside Date”), provided
that, if the SEC has not declared the Form S-4 effective on or prior to the five month anniversary
of the Merger Agreement, then the Outside Date will be extended by one additional month,
provided further that, the failure to consummate the Transactions by the Outside Date
is not due to a material breach by the party seeking to terminate the Agreement; |
| | |
| (ii) | by
either Globalink or Tomorrow Crypto if any Authority has issued any final decree, order,
judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently
enjoining or prohibiting the consummation of the Merger, provided that, the party seeking
to terminate cannot have breached its obligations under the Merger Agreement and such breach
was a substantial cause of, or substantially resulted in, such action by the Authority. |
| | |
| (iii) | by
mutual written consent of Globalink and Tomorrow Crypto duly authorized by each of their
respective board of directors; |
| | |
| (iv) | by
Globalink in the event that Tomorrow Crypto does not deliver to Globalink the Final June
30, 2022 Financial Statements on or prior to August 30, 2022; and |
| | |
| (v) | by
either Globalink or Tomorrow Crypto if the other party has breached any of its covenants
or representations and warranties such that closing conditions would not be satisfied by
the earlier of (A) the Closing Date and (B) 30 days following receipt by the breaching party
of a written notice of the breach. |
The
Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective
terms. They are not intended to provide any other factual information about Globalink, Tomorrow Crypto or the other parties thereto.
In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date,
are modified or qualified by information in in the disclosure schedules to the Merger Agreement, may be subject to a contractual standard
of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk
between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of
the actual state of facts about Globalink, Tomorrow Crypto or the other parties thereto at the time they were made or otherwise and should
only be read in conjunction with the other information that Globalink makes publicly available in reports, statements and other documents
filed with the SEC. Globalink or Tomorrow Crypto investors and securityholders are not third-party beneficiaries under the Merger Agreement.
Certain
Related Agreements
Globalink
Support Agreement. In connection with the execution of the Merger Agreement, certain stockholders of Globalink, Tomorrow Crypto
and Globalink entered into a support agreement (the “Globalink Support Agreement”) pursuant to which the stockholders of
Globalink that are parties to the Globalink Support Agreement have agreed to vote all shares of Globalink common stock beneficially owned
by them in favor of the Merger and related transactions.
Tomorrow
Crypto Support Agreement. In connection with the execution of the Merger Agreement, stockholders of Tomorrow Crypto, Tomorrow
Crypto and Globalink entered into a support agreement (the “Tomorrow Crypto Support Agreement”), pursuant to which the stockholders
of Tomorrow Crypto that are parties to the Tomorrow Crypto Support Agreement have agreed to vote all shares of Company Common Stock beneficially
owned by them in favor of the Transactions.
Subscription
Agreements. In connection with the execution of the Merger Agreement, Globalink entered into subscription agreements (collectively,
the “Subscription Agreements”) with certain accredited investors (the “Subscribers”) pursuant to which the Subscribers
have agreed to purchase, and Globalink has agreed to sell to the Subscribers, an aggregate of $15,000,000 shares of Series A Convertible
Preferred Stock with an aggregate face value of $16,666,667 (the “PIPE Preferred Shares”). The PIPE Preferred Shares will
have a 10% monthly compound dividend and a conversion price of $10.00 per share, subject to certain downward adjustments described therein,
and will be both redeemable and subject to forced conversion under certain conditions set forth in the Subscription Agreements. In
connection with the purchase of the PIPE Preferred Shares, Globalink will also issue warrants of Globalink (the “PIPE Warrants”,
and together with the PIPE Preferred Shares, the “PIPE Securities”) to purchase that number of shares of Globalink common
stock equal to the number of shares of Globalink common stock into which the PIPE Preferred Shares are convertible based on the Closing
date conversion price. The PIPE Warrants will have a term of five years and an exercise price of $11.50, subject to certain downward
adjustments as set forth in the Subscription Agreements. Holders of the PIPE Securities will be entitled to certain registration rights.
The purpose of the sale of the PIPE Securities is to raise additional capital for use in connection with the Merger and to meet the
minimum cash requirements provided in the Merger Agreement. The obligations to consummate the transactions contemplated by the Subscription
Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the Transactions.
Lock-Up
Agreements. The Merger Agreement provides that, at or before the Closing, and effective as of the Closing, certain stockholders
of Tomorrow Crypto will enter into a Lock-Up Agreement connection with the execution of the Merger Agreement, subject to certain customary
exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-Up Shares,
enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole
or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, publicly disclose the intention to make
any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales
with respect to the Lock-Up Shares until the date that is six months after the Closing Date (the period from the date of the Merger Agreement
until such date, the “Lock-Up Period”).
Amended
and Restated Registration Rights Agreement. At the Closing, Globalink will enter into an amended and restated registration rights
agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of Globalink with
respect to the shares of common stock they own at the Closing, and with certain stockholders of Tomorrow Crypto who will be affiliates
of Globalink with respect to the Merger Consideration after the Closing. The Amended and Restated Registration Rights Agreement will
require Globalink to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 90 days
after the Closing. The Amended and Restated Registration Rights Agreement will also provide certain demand registration rights and piggyback
registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. Globalink will agree to pay certain
fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.
The
foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and
qualified in their entirety by reference to the Merger Agreement, form of Parent Support Agreement, form of Company Support Agreement,
form of Subscription Agreement, form of Lock-Up Agreement and form of Amended and Restated Registration Rights Agreement, copies of which
are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively, and the terms of which are incorporated by reference herein.