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W Straits Limited and Global Lights Acquisition Corp. Announce Letter of Intent for a Business Combination

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W Straits , a leading international fintech company, and Global Lights Acquisition Corp. (NASDAQ: GLAC) have signed a non-binding letter of intent for a potential business combination. The proposed merger would result in W Straits' shareholders exchanging their shares for equity in the combined public company. Both companies expect to finalize a definitive agreement in the coming weeks, subject to due diligence completion, definitive agreement negotiation, and approval from both companies' boards and shareholders.

W Straits, una delle principali società fintech internazionali, e Global Lights Acquisition Corp. (NASDAQ: GLAC) hanno firmato una lettera di intenti non vincolante per una potenziale combinazione aziendale. La fusione proposta comporterebbe lo scambio delle azioni degli azionisti di W Straits con partecipazioni nella società pubblica combinata. Entrambe le aziende si aspettano di finalizzare un accordo definitivo nelle prossime settimane, soggetto al completamento della due diligence, alla negoziazione dell'accordo definitivo e all'approvazione dei consigli di amministrazione e degli azionisti di entrambe le aziende.

W Straits, una de las principales empresas fintech internacionales, y Global Lights Acquisition Corp. (NASDAQ: GLAC) han firmado una carta de intenciones no vinculante para una posible combinación de negocios. La fusión propuesta resultaría en que los accionistas de W Straits intercambien sus acciones por participación en la empresa pública combinada. Ambas empresas esperan finalizar un acuerdo definitivo en las próximas semanas, sujeto a la finalización de la debida diligencia, la negociación del acuerdo definitivo y la aprobación de los consejos de administración y accionistas de ambas empresas.

W Straits, 주요 국제 핀테크 기업 중 하나인 Global Lights Acquisition Corp. (NASDAQ: GLAC)이 비구속적 의향서에 서명했습니다. 제안된 합병은 W Straits의 주주들이 결합된 공기업의 지분으로 자신의 주식을 교환하는 결과를 초래할 것입니다. 두 회사는 인수 실사 완료, 최종 계약 협상 및 두 회사의 이사회와 주주의 승인에 따라 향후 몇 주 내에 최종 계약을 체결할 것으로 기대하고 있습니다.

W Straits, une entreprise fintech internationale de premier plan, et Global Lights Acquisition Corp. (NASDAQ: GLAC) ont signé une lettre d'intention non contraignante pour une éventuelle combinaison des affaires. La fusion proposée entraînerait un échange des actions des actionnaires de W Straits contre des participations dans la société publique combinée. Les deux entreprises s'attendent à finaliser un accord définitif dans les prochaines semaines, sous réserve de l'achèvement de la due diligence, de la négociation de l'accord définitif et de l'approbation des conseils d'administration et des actionnaires des deux sociétés.

W Straits, ein führendes internationales Fintech-Unternehmen, und Global Lights Acquisition Corp. (NASDAQ: GLAC) haben eine nicht bindende Absichtserklärung für eine mögliche Geschäftskombination unterzeichnet. Die vorgeschlagene Fusion würde dazu führen, dass die Aktionäre von W Straits ihre Anteile gegen Beteiligungen an dem kombinierten öffentlichen Unternehmen eintauschen. Beide Unternehmen erwarten, in den kommenden Wochen einen endgültigen Vertrag abzuschließen, vorausgesetzt, die Due Diligence wird abgeschlossen, der endgültige Vertrag wird verhandelt und die Genehmigung durch die Vorstände und Aktionäre beider Unternehmen erfolgt.

Positive
  • Potential access to public markets through NASDAQ listing
  • Strategic merger with a SPAC that already has public trading status
Negative
  • Non-binding nature of the agreement creates uncertainty
  • Multiple contingencies could prevent deal completion
  • Potential shareholder dilution through share exchange structure

Insights

This preliminary SPAC merger announcement between W Straits and GLAC represents a significant potential development in the fintech sector. The non-binding letter of intent marks the first step toward W Straits gaining a public listing through GLAC, a $92M market cap SPAC. However, investors should exercise caution as this is only a preliminary agreement with several critical hurdles remaining, including due diligence, definitive agreement negotiation and shareholder approval.

SPACs typically maintain around $10 per share in trust, though the exact amount available will depend on redemptions. Without financial details or valuation terms disclosed, it's impossible to assess the deal's value proposition. The fintech sector has seen mixed SPAC performance, with high redemption rates and post-merger volatility being common challenges. Until concrete terms and W Straits' financials are revealed, this remains a speculative situation requiring careful monitoring.

NEW YORK, Nov. 22, 2024 /PRNewswire/ -- W Straits Limited ("W Straits"), a leading international fintech company, and Global Lights Acquisition Corp. ("GLAC") (NASDAQ: GLAC, GLACR and GLACU), a special purpose acquisition company whose securities are currently listed on The Nasdaq Stock Market LLC, today announced the signing of a non-binding letter of intent for a potential business combination.

Under the terms of the non-binding letter of intent, W Straits and GLAC would become a combined entity, with W Straits' existing shareholders exchanging their shares in W Straits for equity in the combined public company. W Straits and GLAC expect to finalize a definitive business combination agreement in the coming weeks and plan to announce additional details at that time.

Completion of a business combination between W Straits and GLAC is subject to, among other things, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, the satisfaction of the conditions negotiated therein, and approval of the transaction by the board and shareholders of both W Straits and GLAC. There can be no assurance that a definitive agreement will be entered into or that the proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all.

About W Straits

W Straits Ltd is a leading international fintech company based in Malaysia, specializing in mergers, acquisitions, and the restructuring of key sectors in smart eco-cities. These sectors include the financial industry ecosystem, the health industry ecosystem, real estate development, and the energy industry. The company's vision is to achieve sustainable development of smart eco-cities by integrating and optimizing these sectors.

About Global Lights Acquisition Corp.

GLAC is a blank check company incorporated in the Cayman Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.

While GLAC may pursue an acquisition or a business combination target in any business, industry or geography, it intends to focus its search on a target that provides solutions promoting sustainable development and focuses on environmentally sound infrastructure and industrial applications that eliminate or mitigate greenhouse gas emissions, and/or enhance resilience to climate change. 

No Offer or Solicitation

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with respect to the proposed business combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Additional Information and Where to Find It

If a legally binding definitive agreement with respect to the proposed business combination is executed, the parties intend to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 or F-4, which will include a preliminary proxy statement/prospectus (the "Proxy Statement/Prospectus"). The definitive Proxy Statement/Prospectus would be mailed to GLAC's shareholders as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copies of the Proxy Statement/Prospectus, without charge, at the SEC's website at www.sec.gov or by directing a request to: Global Lights Acquistion Corp. Room 902, Unit 1, 8th Floor, Building 5, No. 201, Tangli Road, Chaoyang District, Beijing 100123, the People's Republic of China. GLAC urges investors, shareholders and other interested persons to carefully read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination.

Forward-Looking Statements

The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, the anticipated signing of a definitive business combination agreement between W Straits and GLAC, the terms and timing of the agreement, and the market for W Straits' products and technology. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of W Straits' and GLAC's management teams and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, are beyond the control of W Straits and GLAC, and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled "Risk Factors" in GLAC's Annual Report for the year ended December 31, 2023, which was filed with the SEC on April 15, 2024, and in the other documents that GLAC has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither W Straits nor GLAC presently know or that W Straits and GLAC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements. While W Straits and GLAC may elect to update these forward-looking statements, W Straits and GLAC specifically disclaim any obligation to do so, except as required by law.

Cision View original content:https://www.prnewswire.com/news-releases/w-straits-limited-and-global-lights-acquisition-corp-announce-letter-of-intent-for-a-business-combination-302314218.html

SOURCE Global Lights Acquisition Corp

FAQ

What is the status of the merger between W Straits and GLAC (NASDAQ: GLAC)?

The companies have signed a non-binding letter of intent for a potential business combination, with final agreement expected in the coming weeks.

What are the conditions required for the W Straits and GLAC (NASDAQ: GLAC) merger to complete?

The merger requires completion of due diligence, negotiation of a definitive agreement, satisfaction of conditions within the agreement, and approval from both companies' boards and shareholders.

How will W Straits shareholders be compensated in the GLAC (NASDAQ: GLAC) merger?

W Straits shareholders will exchange their existing shares for equity in the combined public company.

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