SC 13D 1 tm2330905d1_sc13d.htm SC 13D

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

GLOBAL LIGHTS ACQUISITION CORP
(Name of Issuer)

 

Ordinary Share, par value $0.0001 per share

(Title of Class of Securities)

 

G3937F101

(CUSIP Number)

 

Zhizhuang Miao

Chairman and Chief Executive Officer

c/o Global Lights Acquisition Corp

Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road

Chaoyang District, Beijing 100123 The People’s Republic of China

+86 10-5948-0786

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 13, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13D

CUSIP No. G3937F101

 

1 

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Carbon Neutral Holdings Inc.

2

Check the appropriate box if a member of a group*

(a) ¨   (b) ¨

 

3

SEC use only

 

 

4

Source of funds*

 

OO

5

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

6

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 7

Sole voting power

 

2,075,000(1)(2)(3)

8

Shared voting power

 

 

9

Sole dispositive voting power

 

2,075,000 (1)(2)(3)

10

Shared dispositive power

 

 

11

Aggregate amount beneficially owned by each reporting person

 

2,075,000(1)(2)(3)

12

Check box if the aggregate amount in row (11) excludes certain shares*

 

¨

13

Percent of class represented by amount in row (11)

 

23.12%

14

Type of reporting person*

 

CO

 

(1) It includes (i) 1,725,000 ordinary share, par value $0.0001 per share (the “Ordinary Share”) that Carbon Neutral Holdings Inc. (the “Sponsor”) initially acquired on November 11, 2022, and (ii) 350,000 Ordinary Shares that the Sponsor acquired on November 16, 2023 in conjunction of the initial public offering of the Issuer and the exercise of the over-allotment option in full by underwriters.  

 

 

 

 

SCHEDULE 13D

CUSIP No. G3937F101

 

1 

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Zhizhuang Miao

2

Check the appropriate box if a member of a group*

(a) ¨   (b) ¨

 

3

SEC use only

 

 

4

Source of funds*

 

OO

5

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

6

Citizenship or place of organization

 

China

Number of

shares

beneficially

owned by

each

reporting

person

with

 7

Sole voting power

 

2,075,000(1)(2)(3)

8

Shared voting power

 

 

9

Sole dispositive voting power

 

2,075,000 (1)(2)(3)

10

Shared dispositive power

 

 

11

Aggregate amount beneficially owned by each reporting person

 

2,075,000(1)(2)(3)

12

Check box if the aggregate amount in row (11) excludes certain shares*

 

¨

13

Percent of class represented by amount in row (11)

 

23.12%

14

Type of reporting person*

 

IN

 

(3) According to the governing document of the Sponsor, a Cayman Islands exempted company, the Sponsor is managed by its board of directors and the sole director of the Sponsor is Mr. Zhizhuang Miao. Therefore, Mr. Zhizhuang Miao holds voting and dispositive control over the securities held by the Sponsor.

 

 

 

 

SCHEDULE 13D

 

CUSIP No. G3937F101

 

This statement relates (the “Schedule 13D”) to the ordinary share, par value $0.0001 (the “Ordinary Share”), issued by Global Lights Acquisition Corp (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

 

Item 1. Security and Issuer. 

 

Securities acquired: Ordinary share, $0.0001 par value (the “Ordinary Shares”).

 

Issuer: Global Lights Acquisition Corp

 

Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road, Chaoyang District, Beijing 100123 The People’s Republic of China

 

Item 2. Identity and Background. 

 

(a) This statement is filed by Carbon Neutral Holdings Inc., a Cayman Islands exempted company (the “Sponsor”) and Mr. Zhizhuang Miao (“Mr. Miao”, together with the Sponsor, the “Reporting Persons”). The Reporting Persons are the holders of record of approximately 23.12% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of November 16, 2023.

 

(b) The principal business address of the Sponsor and Mr. Miao is c/o Global Lights Acquisition Corp, Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road, Chaoyang District, Beijing 100123, People’s Republic of China.

 

(c) The Sponsor is the sponsor of the Issuer and primarily involved in investment. Mr. Miao is the Chief Executive Officer, director and Chairman of the Board of Directors of the Issuer.

 

(d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.

 

(f) The Sponsor is an exempted company incorporated in Cayman Islands. The citizenship of Mr. Miao is People’s Republic of China.

 

Item 3. Source and Amount of Funds or Other Consideration. 

 

The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.

 

 

 

 

SCHEDULE 13D

CUSIP No. G3937F101

 

Item 4. Purpose of Transaction. 

 

On November 11, 2022, December 2, 2021 and August 23, 2021, the Issuer issued an aggregate of 1,035,000, 840,000 and 1,000,000 Ordinary Shares respectively, to the Sponsor (“Founder Shares”) for an aggregate purchase price of $288. On June 7, 2023, the Issuer repurchased and canceled 1,150,000 Ordinary Shares from the Sponsor with a consideration of $115 and off-set the consideration receivable from the Sponsor. As a result, the Sponsor holds 1,725,000 Ordinary Shares (the “Founder Shares”) in total for an aggregate purchase price of $115.

 

On November 16, 2023, simultaneously with the initial public offering of the Issuer and exercise of over-allotment option in full, the Sponsor acquired 350,000 units at $10.00 per unit, each unit consisting of one Ordinary Share (the “Private Shares”) and one right (the “Private Units”). Each right entitles the holder to exchange for one-sixth of one Ordinary Share at the completion of an initial business combination of the Issuer. 

 

Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise.  

 

Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

 

The Reporting Persons may, at any time and from time to time, formulates other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer. 

 

(a) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Persons is based upon a total of 8,975,000 Ordinary Shares outstanding as of November 16, 2023. The Reporting Persons beneficially own 2,075,000 Ordinary Shares, representing approximately 23.12% issued and outstanding Ordinary Shares.

 

(b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 2,075,000 Ordinary Shares, representing approximately 23.12% issued and outstanding Ordinary Shares.

 

(c) Other than the disposition of the shares as reported in this Schedule 13D, no actions in the ordinary shares were effected during the past sixty (60) days by the Reporting Persons.

 

(d) N/A

 

(e) N/A

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 

 

The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6.

 

 

 

 

SCHEDULE 13D

CUSIP No. G3937F101

 

Item 7. Materials to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section:

 

Exhibit No.   Description
7.1   Joint Filling Agreement, dated November 16, 2023
10.1   Securities Subscription Agreement dated June 7, 2023, between the Issuer and the Sponsor 
10.2   Private Placement Units Purchase Agreement dated November 13, 2023, between the Sponsor and the Issuer.

 

 

 

 

SCHEDULE 13D

CUSIP No. G3937F101

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date: November 16, 2023

 

Carbon Neutral Holdings Inc.  
     
By: /s/ Zhizhuang Miao  
Name: Zhizhuang Miao  
Title: Director  

 

/s/ Zhizhuang Miao  
Zhizhuang Miao