UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2024

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

As disclosed in the definitive proxy statement dated November 6, 2024 (the “Proxy Statement”), relating to Global Lights Acquisition Corp’s (the “Company” or “GLAC”) extraordinary general meeting of shareholders held on November 14, 2024 (the “Meeting”), Carbon Neutral Holdings Inc. (the “Sponsor”) agreed that if the Extension Fee Reduction Proposal (as defined in the ) is approved, the Sponsor or its designee would deposit into the trust account established in connection with the Company’s initial public offering (the “Trust Account”) the lesser of (i) $350,000 for all remaining ordinary shares of GLAC sold in its initial public offer (“Public Shares”) (ii) $0.10 for each remaining Public Share.

As of December 27, 2024, Sponsor has deposited $350,000 (the “Contribution”) into the Trust Account in order to effect the additional three (3) month extension, extending the Company’s liquidation date to February 16, 2025. In connection with the Contribution, on December 31, 2024, the Company issued a promissory note to the Sponsor with a principal amount of $350,000 (the “Note”). The Note bears no interest and is repayable in full upon consummation of the Business Combination.

As of January 2, 2025, the amount in the trust account is US$54,340,693.04.

The foregoing description of the Note is qualified in their entirety by reference to the text of the Note, a copy of which is attached as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 2.03. 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.