0001104659-23-117205.txt : 20231113 0001104659-23-117205.hdr.sgml : 20231113 20231113160844 ACCESSION NUMBER: 0001104659-23-117205 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20231113 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miao Zhizhuang CENTRAL INDEX KEY: 0002000188 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41865 FILM NUMBER: 231398729 MAIL ADDRESS: STREET 1: 904, BUILDING B, XINXING XINGHAI CENTER STREET 2: SHAHEKOU DISTRICT CITY: DALIAN STATE: F4 ZIP: 116023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carbon Neutral Holdings Inc. CENTRAL INDEX KEY: 0002000245 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41865 FILM NUMBER: 231398728 BUSINESS ADDRESS: STREET 1: 904, BUILDING B, XINXING XINGHAI CENTER STREET 2: SHAHEKOU DISTRICT CITY: DALIAN STATE: F4 ZIP: 116023 BUSINESS PHONE: 86 13700096366 MAIL ADDRESS: STREET 1: 904, BUILDING B, XINXING XINGHAI CENTER STREET 2: SHAHEKOU DISTRICT CITY: DALIAN STATE: F4 ZIP: 116023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Lights Acquisition Corp CENTRAL INDEX KEY: 0001897971 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ROOM 212, 2ND FLOOR, BUILDING 4 STREET 2: NO. 27, QINGNIAN ROAD CITY: BEIJING STATE: F4 ZIP: 100123 BUSINESS PHONE: 8615840969093 MAIL ADDRESS: STREET 1: ROOM 212, 2ND FLOOR, BUILDING 4 STREET 2: NO. 27, QINGNIAN ROAD CITY: BEIJING STATE: F4 ZIP: 100123 3 1 tm2135925d22_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-11-13 0 0001897971 Global Lights Acquisition Corp GLAC 0002000188 Miao Zhizhuang I/C/O GLOBAL LIGHTS ACQUISITION CORP, RM 902 UNIT 1 FLR 8 BLD 5, 201 TANGLI RD BEIJING F4 100123 CHINA 1 1 1 0 CEO 0002000245 Carbon Neutral Holdings Inc. I/C/O GLOBAL LIGHTS ACQUISITION CORP, RM 902 UNIT 1 FLR 8 BLD 5, 201 TANGLI RD BEIJING F4 100123 CHINA 1 1 1 0 CEO Ordinary Share 2075000 I By Carbon Neutral Holdings Inc. Private Rights 0 Ordinary Shares 2075000 I By Carbon Neutral Holdings Inc. Assuming the over-allotment option is exercised by the underwriters of the initial public offering (the "IPO") of Global Lights Acquisition Corp (the "Issuer") in full within 45 days of the offering, Mr. Zhizhuang Miao may be deemed to beneficially own 2,075,000 ordinary shares of the Issuer held by Carbon Neutral Holdings Inc. (the "Sponsor"). According to the governing documents of the Sponsor, the board of directors of Sponsor, among others, operate and manage the business of the Sponsor including its assets. Mr. Miao is the sole director of the Sponsor and has voting, dispositive or investment power over the Sponsor. Accordingly, Mr. Miao is deemed to have beneficial ownership of the shares held by the Sponsor. Including (i) 1,725,000 ordinary shares of the Issuer acquired by the Sponsor prior to the IPO and (ii) up to 350,000 ordinary shares of the Issuer underlying the private units ("Private Units") to be acquired by the Sponsor in a private placement simultaneously with the consummation of the IPO, assuming full exercise of the over-allotment option. Each Private Unit consists of one ordinary share and one right. The amount of shares reported includes up to 225,000 ordinary shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part. This statement is jointly filed by Mr. Zhizhuang Miao and the Sponsor. Mr. Miao beneficially owns the securities listed in Table I and Table II (the "Securities") described above. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. As described in the Right Agreement, between the Issuer and Continental Stock Transfer & Trust Company, LLC, and filed as Exhibit 4.4 to the Registration Statement, the private rights will automatically convert into 1/6 of one ordinary share upon the completion of the business combination. Zhizhuang Miao /s/ Zhizhuang Miao 2023-11-13 Carbon Neutral Holdings Inc. /s/ Zhizhuang Miao 2023-11-13 EX-99.1 2 tm2135925d22_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

Date:  November 13, 2023  
  /s/ Zhizhuang Miao
  Zhizhuang Miao
     
  Carbon Neutral Holding Inc.
   
  By:  /s/ Zhizhuang Miao
    Name: Zhizhuang Miao
    Title:  Director

 

 

 

 EX-99.2 3 tm2135925d22_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

JOINT FILER INFORMATION

 

Item   Information
Name:   Carbon Neutral Holdings Inc.
     
Address:   Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road
    Chaoyang District, Beijing 100123 The People’s Republic of China
     
Date of Event Requiring Statement (Month/Day/Year):   November 13, 2023
     
Issuer Name and Ticker or Trading Symbol:   Global Lights Acquisition Corp
    GLAC
     
Relationship of Reporting Person(s) to Issuer:   10% Owner
     
If Amendment, Date Original Filed (Month/Day/Year):   Not Applicable
     
Individual or Joint/Group Filing:   Form filed by More than One Reporting Person
     
Signature:   Carbon Neutral Holdings Inc.
     
    By: /s/ Zhizhuang Miao & Sponsor
    Name: Zhizhuang Miao
    Title: Director