UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The Stock Market LLC | ||||
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Item 1.01. Entry into a Material Definitive Agreement.
The disclosures set forth under Item 2.03 are incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 6, 2024, Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”) issued two unsecured promissory notes (collectively, the “Notes”), each in the principal amount of up to $300,000, to (i) Mr. Zhizhuang Miao, the Chief Executive Officer of the Company, and (ii) Moore (Dalian) Technology Co., Ltd, a related party to the Company, respectively.The proceeds of each Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.
Each of the Notes bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case each Note may be accelerated.
The payee of each Note, or its registered assignees or successors in interest (the “Payee”), has the right, but not the obligation, to convert such Note, in whole or in part, respectively, into private units (the “Units”) of the Company, each consisting of one ordinary share, par value $0.0001 per share (the “Ordinary Share”), and one right to receive one-sixth (1/6) of one Ordinary Share upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-274645), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of Units to be received by each Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the payee under such Note by (y) $10.00.
The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of each Note is attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and is incorporated herein by reference. The foregoing description of the Notes does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Notes.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of each of the Notes, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by such Payee until thirty (30) days following the completion of the Company’s initial business combination and (2) are entitled to registration rights.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description of Exhibits | |
10.1 | Promissory Note dated August 6, 2024, issued by the Company to Zhizhuang Miao | |
10.2 | Promissory Note dated August 6, 2024, issued by the Company to Moore (Dalian) Technology Co., Ltd | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Global Lights Acquisition Corp | ||
By: | /s/ Zhizhuang Miao | |
Name: | Zhizhuang Miao | |
Title: | Chief Executive Officer | |
Date: August 8, 2024 |