Forafric Agro Holdings Limited entered into an agreement to acquire Globis Acquisition Corp. (NasdaqCM:GLAQ) from ATW SPAC Management LLC, Feis Equities, LLC, MMCAP International Inc. SPC and others in a reverse merger transaction on December 19, 2021. The total consideration involved in the transaction will be 15,100,000 ordinary shares, additional closing shares, earnout shares, and warrant proceeds. Additional cash consideration includes $120 million payment if cash is equal to or greater than $120,000,000 and an additional 1,904,762 Globis ordinary shares if cash is less than $100,000,000. Globis will form under the laws of the State of Nevada a wholly-owned subsidiary of Globis and change its jurisdiction of incorporation to Nevada. As on June 8, 2022, parties amended the agreement under which, the Closing Payment shall be deferred in its entirety and that Globis shall pay $20,000,000 together with interest on the the outstanding amount from the date of the closing of the Business Combination up to the date of payment (computed on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days) accrued but unpaid thereon at the fixed per annum rate of 8%. The deferred payment shall be made on the first anniversary of the the closing of the Business Combination. If any amount of principal and/or interest thereon is unpaid after such due date, Globis shall pay the Seller additional interest on the outstanding amount at the per annum rate of 12% (or at such lower rate as shall be the highest rate permitted under applicable usury laws). The resulting issuer will be renamed Forafric Global PLC, and its common stock is expected to be listed on the Nasdaq under the ticker symbol ‘AFRI.' As of April 20, 2022, Globis formed a new holding company, Globis NV Merger Corp., a Nevada corporation which will change the jurisdiction of incorporation by domesticating as a Gibraltar private limited company known as “Forafric Global Limited” and thereafter re-registering as a Gibraltar public company limited by shares and changing its name to “Forafric Global PLC”. Forafric Global PLC will form a new wholly-owned subsidiary, Globis NV Merger 2 Corp. Upon completion of the deal, Globis shareholders will own approximately 33.2% stake, Lighthouse shall own 43.6% stake, the Sponsors and Globis' independent directors shall own approximately 9.1% stake, the PIPE Investors shall own 5% stake, the FAHL Bond Holders shall own 3.7% stake and FAHL Related Party Loan Holders shall own 4.2% stake respectively. Existing Globis stockholders who don't exercise their redemption rights will roll 100 percent of their equity into the combined company.

The consummation of the transaction is subject to the approval and adoption by Globis' stockholders, the expiration or termination of any applicable waiting period under any applicable antitrust laws, Globis having at least $5,000,001 in net tangible assets as of the closing, and any private placement financing; (e) the Redomiciliation shall have been completed, the Registration Statement shall have been declared effective under the Securities Act of 1933, among others. The transaction is also subject to approval from Forafric's owners and other customary closing conditions, including any applicable regulatory approvals. The transaction has been unanimously approved by the Board of Directors of Globis and Forafric. As of May 16, 2022, the Securities and Exchange Commission has declared effective the Registration Statement on Form S-4 for proposed business combination. The transaction is expected to close in first quarter of 2022. As of March 8, 2022, Globis Acquisition extended the period of time it will have to consummate its initial business combination by 3 months from the current deadline of March 15, 2022 until June 15, 2022.

Mark Selinger and Harold Davidson of McDermott Will & Emery LLP acted as legal advisors for Globis. Isaac Levy of Hassans International Law Firm Limited and Cohen Tauber Spievack & Wagner acted as legal advisor for Forafric. Chardan acted as financial advisor for Globis. Advantage Proxy, Inc. acted information agent and VStock Transfer, LLC acted as transfer agent to Globis Acquisition Corp.

Forafric Agro Holdings Limited completed the acquisition of Globis Acquisition Corp. (NasdaqCM:GLAQ) from ATW SPAC Management LLC, Feis Equities, LLC, MMCAP International Inc. SPC and others in a reverse merger transaction on June 9, 2022.