Sec Form 3 Filing - Miao Zhizhuang @ Global Lights Acquisition Corp - 2023-11-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Miao Zhizhuang
2. Issuer Name and Ticker or Trading Symbol
Global Lights Acquisition Corp [ GLAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
I/C/O GLOBAL LIGHTS ACQUISITION CORP,, RM 902 UNIT 1 FLR 8 BLD 5, 201 TANGLI RD
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2023
(Street)
BEIJING, F4100123
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Share 2,075,000 ( 1 ) ( 2 ) ( 3 ) I ( 2 ) By Carbon Neutral Holdings Inc. ( 2 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Rights $ 0 ( 6 ) ( 6 ) Ordinary Shares 2,075,000 ( 4 ) ( 6 ) I By Carbon Neutral Holdings Inc. ( 2 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miao Zhizhuang
I/C/O GLOBAL LIGHTS ACQUISITION CORP,
RM 902 UNIT 1 FLR 8 BLD 5, 201 TANGLI RD
BEIJING, F4100123
X X CEO
Carbon Neutral Holdings Inc.
I/C/O GLOBAL LIGHTS ACQUISITION CORP,
RM 902 UNIT 1 FLR 8 BLD 5, 201 TANGLI RD
BEIJING, F4100123
X X CEO
Signatures
Zhizhuang Miao /s/ Zhizhuang Miao 11/13/2023
Signature of Reporting Person Date
Carbon Neutral Holdings Inc. /s/ Zhizhuang Miao 11/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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").
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )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.

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