UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41865

GLOBAL LIGHTS ACQUISITION
CORP

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Room 902, Unit 1, 8th Floor, Building 5

No. 201, Tangli Road

Chaoyang District, Beijing 100123

The People’s Republic of China

(Address of principal executive offices)

+86 10-5948-0786

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, consisting of one Ordinary Share, $0.0001 par value, and one Right to acquire one-sixth of one Ordinary Share	GLACU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	GLAC	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-sixth of one Ordinary Share	GLACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of the date hereof, there were 8,975,000 ordinary shares of the Company, par value $0.0001 per share, issued and outstanding.

Table of Contents

GLOBAL LIGHTS ACQUISITION CORP

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

		Page
Part I.	Financial Information	3
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
Part II	Other Information	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

GLOBAL LIGHTS ACQUISITION CORP

UNAUDITED CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2024		2023
	(Unaudited)
Assets
Current assets:
Cash	$	1,191	$	1,391
Prepaid expenses		51,848		308,564
Total Current Assets		53,039		309,955
Investments held in trust account		72,557,133		69,794,957
Total Assets	$	72,610,172	$	70,104,912
Liabilities, Temporary Equity and Shareholders’ Deficit
Current liabilities:
Amount due to related parties	$	210,360	$	110,665
Promissory note-related parties		224,929		—
Accrued expenses		136,896		114,768
Total Current Liabilities		572,185		225,433
Deferred underwriting fee payable		2,415,000		2,415,000
Total Liabilities		2,987,185		2,640,433
Commitments and Contingencies (Note 6)
Ordinary shares subject to possible redemption, $0.0001 par value; 495,000,000 shares authorized; 6,900,000 shares at redemption value of $10.52 and $10.12 per share as of September 30, 2024 and December 31, 2023, respectively		72,557,133		69,794,957
Shareholder’s Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Ordinary shares, $0.0001 par value, 495,000,000 shares authorized; 2,075,000 shares (excluding 6,900,000 shares, subject to possible redemption) issued and outstanding as of September 30, 2024 and December 31, 2023		208		208
Additional paid-in capital		—		—
Share subscription receivable		—		(173)
Accumulated deficit		(2,934,354)		(2,330,513)
Total Shareholder’s Deficit		(2,934,146)		(2,330,478)
Total Liabilities, Temporary Equity, and Shareholders’ Deficit	$	72,610,172	$	70,104,912

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

GLOBAL LIGHTS ACQUISITION CORP

UNAUDITED CONDENSED STATEMENT OF OPERATIONS


	For three months ended September 30,					For nine months ended September 30,
	2024		2023			2024		2023
Formation costs and operating costs	$	147,436	$	16,575		$	603,841	$	68,446
Loss from operations		(147,436)		(16,575)			(603,841)		(68,446)

Other income:
Interest earned on investments held in Trust Account		931,220		—			2,762,176		—

Net Income (Loss)	$	783,784	$	(16,575)		$	2,158,335	$	(68,446)
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		6,900,000		—			6,900,000		—
Basic and diluted net income per share, ordinary shares subject to possible redemption		0.12		—			0.33		—
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		2,075,000		1,500,000	^{(1) (2)}		2,075,000		1,500,000	^{(1) (2)}
Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.02)	$	(0.01)		$	(0.07)	$	(0.05)

(1)

On June 7, 2023, the Company repurchased and canceled 1,150,000 ordinary shares from the sponsor and off-set the consideration receivable from the sponsor. Total consideration receivable from the sponsor after off-set is $173. All shares and associated amounts have been retroactively restated to reflect the issuance and cancellation of these shares (see Note 7).

(2)

Includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters as of March 31, 2023. As a result of the underwriter’s full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture as of September 30, 2024 and September 30, 2023.

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

GLOBAL LIGHTS ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S DEFICIT


	For the three and nine months ended September 30, 2024
				Additional		Share				Total
	Ordinary Shares			Paid in		Subscription		Accumulated		Shareholder’s
	Shares	Amount		Capital		Receivable		Deficit		Deficit
Balance – December 31, 2023	2,075,000	$	208	$	—	$	(173)	$	(2,330,513)	$	(2,330,478)
Net income	—		—		—		—		611,220		611,220
Remeasurement for ordinary shares subject to redemption value	—		—		—		—		(910,425)		(910,425)
Balance – March 31, 2024	2,075,000	$	208	$	—	$	(173)	$	(2,629,718)	$	(2,629,683)
Net income	—		—		—		—		763,331		763,331
Remeasurement for ordinary shares subject to redemption value	—		—		—		—		(920,531)		(920,531)
Balance –June 30, 2024	2,075,000	$	208	$	—	$	(173)	$	(2,786,918)	$	(2,786,883)
Collection of share subscription receivable	—		—		—		173		—		173
Net income	—		—		—		—		783,784		783,784
Remeasurement for ordinary shares subject to redemption value	—		—		—		—		(931,220)		(931,220)
Balance – September 30, 2024	2,075,000	$	208	$	—	$	—		(2,934,354)		(2,934,146)


	For the three and nine months ended September 30, 2023
				Additional		Share				Total
	Ordinary Shares			Paid in		Subscription		Accumulated		Shareholder’s
	Shares	Amount		Capital		Receivable		Deficit		Deficit
Balance – December 31, 2022	1,725,000	$	173	$	—	$	(173)	$	(76,657)	$	(76,657)
Net loss	—		—		—		—		(50,701)		(50,701)
Balance – March 31, 2023	1,725,000		173		—		(173)		(127,358)		(127,358)
Net loss	—		—		—		—		(1,170)		(1,170)
Balance – June 30, 2023⁽¹⁾⁽²⁾	1,725,000	$	173	$	—	$	(173)	$	(128,528)	$	(128,528)
Net loss	—		—		—		—		(16,575)		(16,575)
Balance – September 30, 2023⁽¹⁾⁽²⁾	1,725,000	$	173	$	—	$	(173)		(145,103)		(145,103)

(1)

(2)

Includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

GLOBAL LIGHTS ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For the nine months ended September 30,
	2024		2023
Cash Flows from Operating Activities:
Net income (loss)	$	2,158,335	$	(68,446)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Interest earned on investments held in Trust Account		(2,762,176)		—
Changes in operating assets and liabilities:
Prepaid expenses		256,716		—
Accrued expenses		22,128		—
Amount due to related parties		99,868		68,446
Net cash used in operating activities		(225,129)		—

Cash Flows from Financing Activities:
Promissory Note-Related Party	$	224,929		—
Net cash used in financing activities		224,929		—

Net Change in Cash		(200)		—
Cash – Beginning		1,391		315
Cash – Ending	$	1,191	$	315

Supplemental disclosure of non-cash activities:
Offering costs paid by related parties	$	—	$	125,042
Accrued offering costs and expenses	$	—	$	(

SEC Form 10-Q filed by Global Lights Acquisition Corp