Via Edgar

August 21, 2024

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Mr. Danberg:

On behalf of Alps Global Holding Pubco (the “Company,” “we,” or “our”), we submit this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated July 29, 2024 (the “Comment Letter”) with respect to the Amendment No.1 to Draft Registration Statement on Form F-4 confidentially submitted to the Commission with the Commission on July 1, 2024 (the “Amendment No.1”) through EDGAR.

For your convenience, we have repeated each of the Staff’s comments below in bold text, followed by the Company’s responses. We have included page references in Amendment No. 1 where the language addressing a particular comment appears. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

The Company has revised the Amendment No.1 in response to the Staff’s comments and is concurrently submitting Amendment No. 2 to the Draft Registration Statement (“Amendment No. 2”) with this letter, which reflects these revisions and updates and clarifies certain other information.

Cover Page

Response: In response to the Staff’s comment, we revised the cover page and page 35 of Amendment No. 2 to include the requested disclosure.

Response: In response to the Staff’s comment, we revised our disclosure on pages 14, 15, 42, 98, 116 and 125 of Amendment No. 2 to include the disclosures pursuant to Item 1603(a)(6) of Regulation S-K and disclosures throughout Amendment No. 2 to illustrate the interests Globalink’s sponsor and its affiliates, directors and officers have in the Business Combination.

Response: In response to the Staff’s comment, we revised our disclosure on the cover page and pages 15, 35, 98, 116, and 125 of Amendment No. 2 to clarify that the Sponsor will have an equity interest in the Combined Company after the consummation of the Business Combination.

Response: In response to the Staff’s comment, we revised our disclosure throughout Amendment No. 2 to clarify that if Globalink anticipates that it may not be able to consummate its initial business combination in time, Globalink may, by resolutions of its Board, if requested by its Sponsor, extend the period of time to consummate a business combination on a monthly basis to until December 9, 2024, subject to its Sponsor depositing additional funds into the Trust Account.

Response: In response to the Staff’s comment, we revised our disclosure on the cover page and pages 13, 42, 97, 116, 117, 125, 249, 268, F-25 and F-45 of Amendment No. 2 to disclose the consideration provided in exchange for these waivers.

Response: In response to the Staff’s comment, we revised our disclosure on the cover page of Amendment No. 2 to disclose the number of securities being registered on this registration statement on Form F-4.

Share Calculations and Ownership Percentages, page 6

Response: In response to the Staff’s comment, we revise our disclosure on pages 6 and 242 of Amendment No. 2 to clarify that all of Globalink’s private rights, or 570,000 private rights, are held by Public Gold Marketing Sdn. Bhd., whose ownership in PubCo following the consummation of the Business Combination is listed individually in the ownership tables. In connection with this, we revised ownership tables throughout Amendment No. 2 to indicate that Globalink Public Right Holders are expected own 1,150,000 PubCo ordinary shares following the consummation of the Business Combination.

Questions and Answers About the Special Meeting and the Proposals

Q: Do any of Globalink’s directors or officers have interests that may conflict with my interests with respect to the Business Combination, page 13

Response: In response to the Staff’s comment, we revised our disclosure on pages 14, 42, 98, 116 and 125 of Amendment No. 2 to discuss the number of extensions of the period of time Globalink has to consummate the initial business combination that have been exercised and the corresponding amounts that have been deposited into the Trust Account by the Sponsor.

Q: What equity stake will current Globalink stockholders, Alps Holdco Shareholders and PIPE Investors hold, page 13

Response: We respectfully advise the Staff that the closing conditions set forth in the Merger Agreement is as follows:

“The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the transactions contemplated by the Merger Agreement, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (if applicable), (iii) receipt of any consent, approval or authorization required by any Authority (as such term is defined in the Merger Agreement), (iv) there being no action brought by any Authority to enjoin or otherwise restrict the consummation of the Closing, (v) Globalink having at least $5,000,001 of net tangible assets either immediately prior to, and PubCo shall have net tangible assets of at least $5,000,001 upon consummation of the Business Combination.”

As such, the net tangible asset requirement is both pre and post business combination. As such since the $40 million PIPE is being obtained and secured by Alps Holdco, the net tangible assets test pre business combination is not met for Globalink as a standalone entity.

We also respectfully advise the Staff that the parties are considering waiving the requirement of having a consolidated net tangible assets of at least $5,000,001 immediately prior to the consummation of the Business Combination. If and when such waiver is effected, we will update the proxy statement/prospectus throughout, including the redemption tables, to reflect the same.

Response: In response to the Staff’s comment, we revised the tables throughout Amendment No. 2 to show the 25%, 50% and 75% redemption scenarios, included a definition of the term “Maximum Contractual Redemptions” on page 49 of Amendment No. 2 and used the “Maximum Contractual Redemptions” throughout Amendment No. 2 for consistency. We also revised the tabular dilution information throughout Amendment No. 2 to present the information consistently.

Response: In response to the Staff’s comment, we have revised our disclosure on page 13 and throughout Amendment No. 2.

Summary of the Proxy Statement/ Prospectus

Alps Holdco, Page 27

Response: In response to the Staff’s comment, the Company has revised the disclosure in the Summary of the Proxy Statement/Prospectus on page 27 of Amendment No. 2.

Parent Representative, page 28

Response: In response to the Staff’s comment, we revised the disclosure on page 28 of Amendment No. 2 to clarify the role of the Parent Representative before and after the Business Combination and included corresponding disclosure for the Seller Representative.

Summary of the Proxy Statement/ Prospectus

Termination, Page 29

Response: The Company respectfully advises the Staff that the Outside Closing Date and all related provisions are calculated from May 20, 2024, the date of the amended and restated Merger Agreement. We have revised the disclosure on page 29 of Amendment No. 2 accordingly.

Globalink Board’s Reasons for the Approval of the Business Combination, page 34

Response: In response to the Staff’s comment, we revised our disclosures on pages 34, 35, 122, 123 and 124 of Amendment No. 2 to provide the sources for our claims in this section, and substantiated the above-referenced statements through qualification.

Response: In response to the Staff’s comment, we revised our disclosure on the cover page and pages 35, 104, and 129 of Amendment No. 2 to provide the information required by Item 1606(c) of Regulation S-K.

Fairness Opinion, page 35

Response: In response to the Staff’s comment, we revised our disclosure on pages 15, 28, 35 and 125 of Amendment No. 2 to include disclosure on the consideration the Globalink Board gave to seeking a fairness opinion, including the steps taken, and that no financial advisor declined or were otherwise unable or unwilling to provide a fairness opinion. Additionally, we disclosed throughout the proxy statement/prospectus that the Board intends to waive the fairness opinion as a closing condition.

Implication of Being an Emerging Growth Company, page 39

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 39 of Amendment No.2 to state the Company’s election to be treated as an emerging growth company and that is election would not impact PubCo as an IFRS filer.

Interests of Certain Persons in the Business Combination, page 42

Response: In response to the Staff’s comment, we revised the cover page, pages 5, 14, 42, 98, 116, 125 and throughout Amendment No. 2 to disclose the outstanding promissory notes and familial relationship as an interest of the Sponsor.

Dividend Policy, page 51

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 51 and 87 of Amendment No. 2 to clarify that the Combined Company does not anticipate declaring or paying any dividends in the foreseeable future. Additionally, there are no current plans to use retained earnings for debt repayment.

Risk Factors

Risks Related to Development of Our Product Candidates

Our current product candidates are in preclinical development and have never been tested in humans..., page 57

Response: The Company respectfully acknowledges the Staff’s comment and clarifies that Cholera is currently prevalent only in certain countries, such as India and Pakistan. In view of the foregoing, Malaysia does not have sufficient data on cholera incidence to conduct clinical trials compared to other endemic regions. Effective vaccine development requires comprehensive epidemiological data to understand the disease burden, strain variations, and vaccination needs. The absence of robust data limits the ability to accurately assess the impact of the development of cholera vaccine. In addition, the absence of local facilities tailored for bacterial fermentation for human use means that the development of Cholera in Malaysia is impractical.

The Company has revised its disclosures on pages 57 and 178 of Amendment No. 2 accordingly.

The manufacturing operations of our potential product candidates including but not limited to cosmetics products infused with exosomes..., page 62

Response: The Company respectfully acknowledges the Staff’s comment and notes that, as of the date hereof, the Company has not entered into any agreements with supplier(s) regarding the manufacture of the finished cosmetics products. The Company has revised its disclosure on page 62 of Amendment No. 2 accordingly.

Alps relies on intellectual property that is jointly developed with third parties which exposes Alps to risks..., page 64

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 64 of Amendment No. 2.

Risk Factors

Risk Related to Government Regulation

Fluctuations in exchange rates could adversely affect Alps’ business and the value of its securities., page 67

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 67 of Amendment No. 2

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against PubCo..., page 91

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosures on page 91 of Amendment No. 2.

Board of Directors and Management Following the Business Combination, page 114

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 24, 33, 54 and 114 of Amendment No. 2 to reflect Alps’ intention to appoint a Chief Financial Officer following the Business Combination. Alps is currently in the process of evaluating and selecting suitable and qualified candidates for this role.

Escrow Agreement, page 114

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 114 of Amendment No. 2.

The Sponsor, its Affiliates, and Promoters , page 115

Response: In response to the Staff’s comment, we revised page 115 of Amendment No. 2 to expand on our description of the material roles and responsibilities of the Sponsor, its affiliate and promoters to describe their role in managing Globalink, if any, since Globalink’s inception, and to clarify that Lin Ding Jie did not previously have any experience in organizing special purpose acquisition companies prior to co-founding Globalink.

Response: In response to the Staff’s comment, we revised our disclosure on page 115 of Amendment No. 2 to clarify that Globalink’s officers, directors, the Sponsor and PGM have agreed to vote all their share of Globalink common stock in favor of an initial business combination, including the Business Combination, and that Globalink’s officers, directors, the Sponsor and PGM will enter into a support agreement whereby they will agree to vote all their shares of Globalink common stock in favor of the transactions contemplated by the Merger Agreement.

We respectfully advise the Staff that the Insider Letter has been filed as Exhibit 10.1 to Amendment No. 2.

Background of the Business Combination, page 119

Response: In response to the Staff’s comment, we revised our disclosure on pages 119 through 122 of Amendment No. 2 to disclose the negotiation of the Earnout Shares, the Escrow Agreement, and the Globalink Support Agreement.

We respectfully advise the Staff that the Insider Letter was entered into contemporaneously with Globalink’s initial public offering in December 2021, and other than the Insider Letter and the Globalink Support Agreement, that there was no other agreement waiving redemption rights that was entered into or negotiated after the completion of Globalink’s initial public offering.

Response: In response to the Staff’s comment, we revised our disclosure on page 120 of Amendment No. 2 to explain how Globalink and Alps reached the pre-money valuation, with Alps indicating an expected range of US$1.5-1.7 billion, and the reasons for increasing the $1.5 billion pre-money valuation to $1.6 billion.

Response: In response to the Staff’s comment, we revised our disclosure on pages 120 through 122 of Amendment No. 2 to describe the PIPE Investment and the information provided to the potential PIPE investors.

Response: In response to the Staff’s comment, we revised our disclosure on page 120 of Amendment No. 2 to describe the meeting and the material terms discussed, clarified the identity of the business advisor and their relationship with Alps and Globalink, and noted that the meeting was initiated by the business advisor.

Response: In response to the Staff’s comment, we revised our disclosure on page 121 of Amendment No. 2 to disclose the discussions of the Globalink Board about the potential risks that Alps may face in the near future or other events that may materially affect Alps’ prospects or its financial projections for the future performance of the business, the discussions about continuing employment or involvement for any persons affiliated with Globalink before the Business Combination, and any pre-existing relationship between Globalink’s sponsor and PIPE investors. We revised our disclosure on page 154 to disclose the commitment to retain the financial advisor after the Business Combination.

Refer to Item 1605 of Regulation S-K.

Response: In response to the Staff’s comment, we revised our disclosure on page 121 of Amendment No. 2 to disclose the information reviewed and discuss when and how the Board considered Alps’ financial projections and financial valuation analyses, who prepared and presented these projections and valuation analyses, and explain that the “friendly capital raise value” refers to the commitment of PIPE Investment with a minimum amount of US$40 million.

Response: In response to the Staff’s comment, we revised our disclosure on page 120 of Amendment No. 2 to disclose the date on which such discussions were terminated and to clarify the reasons each individual transaction was abandoned. We disclosed on page 120 of Amendment No. 2 to describe the reasons that the transaction was abandoned.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 123 of Amendment No. 2.

Response: In response to the Staff’s comment, we revised our disclosure on page 122 of Amendment No. 2 to disclose the background, negotiation and reasons for the finder’s fee payable to IBDC Asia Sdn. Bhd. With value equal to 1% of the aggregate consideration of the Business Combination.

Response: In response to the Staff’s comment, we revised our disclosure on page 124 of Amendment No. 2 to discuss the consideration the Board gave to the valuation of Alps and the consideration to be paid for Alps in reaching its decision with respect to the Business Combination.

Response: In response to the Staff’s comment, we revised our disclosure on under “Background of Business Combination” section of Amendment No. 2 to discuss the material factors considered by the Board, both positive and negative, and disclose the significance the Board gave to various information they reviewed.

Response: We respectfully advise the Staff that we did not disclose the projections in the proxy statement/prospectus because the Globalink Board believes that the financial projections may have contained estimates and assumptions that susceptible to changes and uncertainties, and did not put much weight in considering the financial projections of Alps in determining the valuation of Alps nor in the decision of recommending the Business Combination for stockholders’ approval. Instead, the Globalink Board primarily relied on factors discussed under “The Acquisition Merger Proposal (Proposal 2) — Board’s Discussion of Valuation and Reasons for the Approval of the Business Combination” in making these determinations.

Response: In response to the Staff’s comment, we revised our disclosure “Background of the Business Combination” on page 121 of Amendment No. 2 to disclose the per companies considered. We respectfully advise the Staff that as we do not disclose the financial projections due to reasons stated above in response to comment No. 37, we also do not disclose the assumptions underlying the projections.

Response: In response to the Staff’s comment, we revised our disclosure in “Background of the Business Combination” on pages 119 through 122 of Amendment No. 2 to explain the timeline for the PIPE Investment and how the Board considered the PIPE Investment before approving the Business Combination.

Response: In response to the Staff’s comment, we revised our disclosure on pages 34 and 124 of Amendment No. 2 to disclose when the Board made this determination, that the determination was unanimous, and the matters the Board considered in reaching this determination.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 123 of Amendment No. 2.

Material U.S. Federal Income Tax Consequences

U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders, page 145

Response: In response to the Staff’s comment, we revised the disclosure on pages 138 and 145 in Amendment No. 2 to clarify that our disclosure addresses the material tax consequences of the Business Combination, which includes the Redomestication Merger and the Acquisition Merger.

Dilution to Globalink’s Stockholders, page 152

Response: In response to the Staff’s comment, we revised the tabular disclosure in Amendment No. 2 to include additional points share figures and additional dilutive sources as requested.

Response: In response to the Staff’s comment, we revised the disclosure on page 152 of Amendment No. 2 to include the requested information under Items 104(c)(1) and (2) of Regulation S-K.

Globalink’s Business

Agreement with Chardan, page 153

Response: In response to the Staff’s comment, we revised our disclosure on page 154 of Amendment No. 2 to clarify the purpose and terms of the amended agreement with Chardan.

Response: The Company acknowledges the Staff’s comment and has revised page 158 of Amendment No. 2.

Response: The Company respectfully acknowledges the Staff’s comment and has made relevant revisions on page 62 and throughout Amendment No. 2.

Share Subscription Agreement with Cilo Cybin Holdings Limited, page 160

Response: The Company respectfully acknowledges the Staff’s comment and clarifies that Cilo Cybin Holdings Limited (“Cilo Cybin”) is listed on the Johannesburg Stock Exchange’s (JSE) AltX Board as of June 25, 2024, as a special purpose acquisition company (SPAC), to pursue the acquisition of, and investments in, commercial enterprises operating in the biotechnology and pharmaceuticals industries. Cilo Cybin has identified potential opportunities for asset acquisitions both in South Africa and globally. Among these opportunities is Cilo Cybin Pharmaceutical Proprietary Limited (“Cilo Cybin Pharmaceutical”), which is considered a viable asset.

Cilo Cybin Pharmaceutical intends to develop its exclusive house brand featuring cannabis and psychedelic products. Alps believes that these products may potentially lead to future therapeutic development targeting conditions such as epilepsy and Parkinson’s disease. Alps also sees a potential for collaboration with Cilo Cybin Pharmaceutical in research and development endeavors to enable each company to leverage each other’s strengths to drive innovation and accelerate the development and commercialization of new therapeutic solutions.

The Company has revised the disclosure on page 160 of Amendment No. 2 accordingly.

Development Status of NK Cells Therapy, page 162

Response: The Company acknowledges the Staff’s comment and provides clarification regarding the timeline for NK cell therapy to transition to the clinical trial phase. Currently, Celestialab has completed the optimization phase under the POC stage. Celestialab is now preparing to enter the validation phase under the POC stage, which involves replicating the process consecutively and completing media-fill tests.

Once validation is concluded, Celestialab will proceed with the preparation and design of pre-clinical trials. These trials will focus on assessing efficacy, conducting toxicology studies, and determining the appropriate dosages and safety protocols. Celestialab anticipates completing the pre-clinical trials by the end of the third quarter of 2025. Based on this timeline, we expect the transition to clinical trial to occur within one (1) year from the date of the proxy statement/prospectus.

In relation to the planned timing for CAR-T, Celestialab plans to commence CAR-T cell production within 12 to 18 months following the Closing is underpinned by its existing infrastructure and expertise. Celestialab already manufactures a variety of cell products including Wharton’s jelly-derived mesenchymal stem cells, NK cells, exosomes, and induced pluripotent stem cells. This manufacturing experience demonstrates that Celestialab operates a CPC with cGMP facility with the necessary clean rooms, laboratory equipment, and controlled environment facilities that can be adapted for CAR-T cell production.

In relation to the planned timing for COVID-19, MyGenome is currently actively progressing through the in vitro phase of the pDNA constructs. Upon completing the in vitro POC, MyGenome plans to advance to the in vivo validation and formulation, which is projected to conclude by the end of 2025. Following this, the focus will shift to conducting a safety study under GLP guidelines, targeted to begin in early 2026. Once the safety study is complete, MyGenome will compile and submit a dossier to the NPRA seeking approval to initiate clinical trials. These trials are scheduled to take place between 2026 and 2028, with the goal of achieving product registration by the end of 2029.

The Company has revised the disclosures on pages 162, 166 and 170 of Amendment No. 2 accordingly.

Our Pipeline, page 162

Response: The Company acknowledges the Staff’s comment and has revised page 162 of the Amendment No. 2.

Response: The Company acknowledges the Staff’s request for clarification regarding the timelines for Phase 1, Phase 2, and Phase 3 clinical trials. The timelines provided for these phases are based on industry standards and typical study durations for similar trials. These estimates account for standard study durations but may vary based on factors such as patient recruitment rates, trial design complexities, and regulatory requirements. Alps uses historical data and industry benchmarks to estimate these durations. These timelines are based on preliminary estimates and are subject to potential adjustments. These timelines may be influenced by several factors including, but not limited to, regulatory agency review times, patient recruitment processes, clinical trial execution, and other unforeseen variables that could arise during the development process.

The Company has revised the disclosure on page 162 of Amendment No. 2 accordingly.

Response: The Company acknowledges the Staff’s request for clarification regarding the product candidates listed in the bottom half of the pipeline table, specifically, the mRNA diagnostics for lung cancer, cervical cancer, breast cancer and colorectal cancer, as well as exosome applications for cosmetic and wound care.

These product candidates are designed as diagnostic tools and cosmetic treatments rather than therapeutic interventions. As such, they follow a different regulatory pathway. In Malaysia, regulatory approval for these types of products may not necessitate the same extensive pre-clinical or clinical testing required for new therapeutic drugs. Instead, these products must meet specific regulatory standards and provide sufficient statistical evidence of safety and efficacy through documentation and studies appropriate for regulatory approval.

The Company has revised the disclosure on page 162 of Amendment No. 2 accordingly.

Response: The Company acknowledges the Staff’s comment and, in response, has replaced the graphics, charts and accompanying text to ensure they are clearly legible.

cGMP-compliant Facility, page 170

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 170 of Amendment No. 2 to clarify that Celestialab is the only facility within Alps that operates with cGMP certification.

MYCELEST, page 179

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 179 of Amendment No. 2.

mRNA (Diagnostic), page 188

Response: The Company acknowledges the Staff’s comment and wishes to clarify that, as of the date of this letter, no diagnostic products or kits have been developed for commercial use. At present, MyGenome is still in the process of collecting and analyzing cancer data to support the development of these products. The current work is focused on compiling comprehensive and reliable data to ensure the accuracy and efficacy of the diagnostic tests. While a diagnostic product or kit has not been developed, MyGenome does have a biomarker laboratory which has the necessary equipment to detect up to 31 types of diseases, MyGenome is currently working on the gene profiling with a targeted focus on breast, lung, colorectal, and cervical cancer, utilizing various biomarkers.

The Company has revised the disclosure on page 188 of Amendment No. 2 accordingly.

Our Income Streams, page 196

Response: The Company acknowledges the Staff’s comment and has revised the disclosure from on Pages 196 to 206 of Amendment No. 2.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 204 of Amendment No. 2 to clarify that the data has not been independently verified by a third-party entity. Rather, MyGenome is relying on the specifications and performance benchmarks provided by its supplier, MGI Tech Co., Ltd., for the DNBSEQ™ technology, which is the genetic sequencer currently in use. These specifications assure the accuracy and sensitivity of the data generated by the sequencer.

Our Unique Capabilities, page 204

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 208 of Amendment No. 2 to provides the following clarification regarding the Lease Agreement between Alps and Celestialab.

The Lease Agreement, effective March 31, 2021, grants Celestialab Sdn. Bhd. the right to use a patented process, specifically the dual channel – liposuction system for the collection and separation of adipose tissue-derived primary stem cells (the “Patent”), for a term of 10 years. The Company is in the view that this Patent may have certain potential to be further develop as a product candidate.

Celestialab Sdn. Bhd. is a wholly-owned subsidiary of Alps Global Holding Berhad and utilizes the Patent in the course of its business activities. The Lease Agreement was established and entered to ensure that this Celestialab’s usage of the patent is conducted on arm’s length, to comply with transfer pricing regulations in Malaysia.

Response: The Company acknowledges the Staff’s comment and has revised its disclosure on page 209 of Amendment No.2.

Response: In response to the Staff’s comment, the Company has updated the disclosure on pages 208 and 209 of Amendment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps, page 225

Response: In response to the Staff’s comment, the Company has updated its disclosure on page 227 of Amendment No.2.

Response: The Company acknowledges the Staff’s comment and updated its disclosure on page 228 of Amendment No. 2 to reflect the below.

In FY2023, the Group recorded income tax expenses of USD 147,802 although a loss before tax of USD 582,060 was recorded. The main factor contributing to the income tax expense is derived from the under provision of income tax expense in TMC Global Holdings Sdn. Bhd. (“TMC”) in FY2022, by USD118,113. The under provision arises from the deferred income which should be taxed ahead in accordance with the Malaysian income tax laws.

In FY2024, income tax credit resulted from the derecognition of deferred tax liabilities from TMC. TMC is in deferred tax assets position as of FY2024 resulting from the unabsorbed business losses during the financial year.

Cost of sales, page 226

Response:

The Company acknowledges the Staff’s comment and updated its disclosure on page 226 of Amendment No. 2.

Liquidity and Capital Resources, page 227

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 228 of Amendment No. 2.

Note 3. Accounting for the Business Combination, page 238

Response: In response the Staff’s comment, we revised page 238 of Amendment No. 2 to include the following disclosure:

“Alps Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

Response: In response to the Staff’s comment, we revised page 238 of Amendment No. 2 to include the following disclosure:

“As further consideration in the transaction, Alps Holdco Shareholders will be eligible to receive up to an aggregate of 48,000,000 additional PubCo ordinary shares (the “Earnout Shares”) upon the completion of certain milestones relating to the consolidated revenue of the Combined Company for five fiscal years following the Closing. The Earnout shares are representative of a financial instrument that provides for the issuance of shares if certain revenue milestones are achieved as summarized within section 4.5 of the Merger Agreement, which is based on a contingent event that is outside of the control of the Company and the holder. The settlement of the Earnout provision could result in a variable number of shares being issued upon settlement based on the cumulative nature of the Earnout provision; therefore, the Company has concluded that the Earnout provision is required to be classified and recorded as a financial liability at inception and remeasured at fair value at each reporting period until settlement with the changes in fair value recorded within earnings.”

Note 4. U.S. GAAP to IFRS Conversion and Presentation Alignment, page 238

Response: In response to the Staff’s comment, we revised our disclosure on page 239 of Amendment No. 2 to include the following:

“(b) To reclassify and present the Public Warrants of Globalink as other liabilities under IFRS, as warrant holders have the right to require Globalink to redeem the Globalink Public warrants and Globalink has an irrevocable obligation to deliver cash or another financial instrument for such redemption. Specifically, there are redemption provisions for the warrants whereby they may be redeemed on a cashless basis, in which case the holders will receive a variable number of common stock based on the then market value to result in settlement equivalent to $0.01 per warrant.”

Conflicts of Interest, page 247

Response: We respectfully advise the Staff that, based on the Insider Letter, Globalink’s directors, officers, the Sponsor, and PGM agreed to vote all their shares of Globalink common stock, whether acquired before or after Globalink’s initial public offering in December 2021, in favor of an initial business combination of Globalink. As such, the conditions set forth under Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022) cannot be satisfied. In this case, such potential purchases would be subject to the prohibitions under Rule 14e-5.

In response to the Staff’s comment, we revised our disclosure on pages 249 and 267 of Amendment No. 2 to clarify that our insiders do not intend to make open market purchases of additional shares.

Directors and Executive Officers of Alps Holdco Group, page 248

Response: The Company acknowledges the Staff’s comment and updated its disclosure on page 248 of Amendment No. 2.

Financial Statements, page F-1, page F-1

Response: We respectfully advise the Staff that Alps Pubco is a newly incorporated exempted company in Cayman Islands on May 14, 2024 for the purpose of completing a business combinations with all of the shareholders of Alps Global Holding Berhad will exchange their equity ownership for identical interests in Alps Pubco. Alps Pubco has not commenced operations and has no assets or liabilities since its incorporation. Accordingly, the financial statements of Alps Pubco may be omitted in accordance to SEC Financial Reporting Manual 1160. The Company has revised the disclosure on pages 48 and 225 of Amendment No.2.

Response: We respectfully advise the Staff that Alps Holdco was incorporated on April 11, 2024, after the financial year ended March 31, 2024. Alps Holdco is an exempted company established as a shell holding company for Alps to facilitate the Business Combination. It has no assets, liabilities, or operations other than those of Alps Global Holding Berhad.

Alps Holdco and Alps Global Holding Berhad are entities under common control, where Dr. Tham Seng Kong is the controlling party. A business combination involving entities under common control is one in which all combining subsidiary companies are ultimately controlled by the same party both before and after the Business Combination, and that control is not transitory. Alps group has elected to apply merger accounting to consolidate the financial results of these entities.

Under the merger method of accounting, the results of the subsidiary companies are presented as though the business combination had occurred at the beginning of the current and prior financial years. Assets and liabilities are combined based on their carrying amounts from the perspective of the common control shareholder at the transfer date. On consolidation, the difference between the carrying value of the investment in subsidiary companies and the share capital of the Group’s subsidiary companies is recorded in the merger reserve.

Financial Statements of Alps Global Holding Berhad, page F-41

Response: In response to the Staff’s comment, the Company has updated the consolidated financial statements for the year ended March 31, 2024 to include a note detailing the calculation for loss per ordinary share. Please refer to Note 27 in the consolidated financial statements.

Note 1. Corporate Information Business Description, page F-49

Response: In response to the Staff’s comment, the Company has updated the consolidated financial statements to include details on the percentage of ownership and the timing of consolidation for subsidiary companies. Please refer to Note 31 in the consolidated financial statements.

In response to the Staff’s comment regarding Cilo Cybin, Alps has made an investment in Cilo Cybin, a SPAC that is pursuing the acquisition of, and investments in, commercial enterprises operating in the biotechnology and pharmaceuticals industries. This investment has been recorded as deposits in the consolidated financial statements. As of March 31, 2024, this investment has yet to be finalized, and therefore, the amount paid remains classified as deposits paid as of the financial year ended 31 March 2024.

Note 3. Material Accounting Policy Information, page F-51

Response: In response to the Staff’s comment, the Company has updated the disclosure on pages F-52 and F-53 of Amendment No. 2.

Note 13. Related Party Transactions, page F-64

Response: In response to the Staff’s request, the lists of associate companies and subsidiary companies are detailed in Notes 9 and 31 to the financial statements. Additionally, a reference to these notes has been incorporated into Note 13 for comprehensive disclosure.

General

Response: The Company acknowledges the Staff’s comment and, in response, has replaced the graphics, charts and accompanying text to ensure they are clearly legible.