Item 1.01 Entry Into A Material Definitive Agreement.
As previously disclosed, on January 11, 2021, Globis issued an unsecured
convertible promissory note (as amended, the "Note") to Globis SPAC LLC (the
"Lender"), which provides for borrowings from time to time of up to an aggregate
of $1,000,000. The Note bears no interest and is due and payable upon the date
on which Globis consummates its initial business combination. On April 28, 2021,
the Note was amended to terminate the option for the Lender to convert the
amount outstanding under the Note into warrants entitling the holder to purchase
one share of common stock of Globis at a price of $11.50 per share, subject to
adjustment. The Note was further amended on July 19, 2021, October 13, 2021 and
December 29, 2021 to increase the principal amount of the Note to $2,000,000,
$3,000,000 and then $5,000,000, respectively.
On January 27, 2022, the Note was further amended to increase the principal
amount of the Note to $7,000,000. A copy of Amendment No. 5 to the Note is filed
with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein
by reference. The foregoing description of Amendment No. 5 to the Note is
qualified in its entirety by reference to the full text of Amendment No. 5 to
the Note filed with this Current Report on Form 8-K.
Additional Information
In connection with the Business Combination, Globis Nevada, a wholly-owned
subsidiary of Globis, has filed with the SEC a Registration Statement on Form
S-4 (the "Registration Statement"), which includes a preliminary prospectus and
preliminary proxy statement. Globis will mail a definitive proxy statement/final
prospectus and other relevant documents to its stockholders. This communication
is not a substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that Globis will send to its
stockholders in connection with the Business Combination. Investors and security
holders of Globis are advised to read the proxy statement/prospectus in
connection with Globis' solicitation of proxies for its extraordinary general
meeting of stockholders to be held to approve the Business Combination (and
related matters) because the proxy statement/prospectus contains important
information about the Business Combination and the parties to the Business
Combination. The definitive proxy statement/final prospectus will be mailed to
stockholders of Globis as of a record date to be established for voting on the
Business Combination. stockholders will also be able to obtain copies of the
proxy statement/prospectus, without charge, once available, at the SEC's website
at www.sec.gov or by directing a request to: 7100 W. Camino Real, Suite 302-48,
Boca Raton, Florida.
Participants in the Solicitation
Globis, the Seller, FAHL and their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Globis' stockholders in
connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests in the
Business Combination of Globis' directors and officers in Globis' filings with
the SEC, including the Registration Statement that has been filed with the SEC
by Globis, which includes the proxy statement of Globis for the Business
Combination, and such information and names of FAHL's managers and executive
officers are also in the Registration Statement that has been filed with the SEC
by Globis, which includes the proxy statement of Globis for the Business
Combination.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook" and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between Globis, the Seller and FAHL, the estimated or anticipated future results
and benefits of the combined company following the Business Combination,
including the likelihood and ability of the parties to successfully consummate
the Business Combination, future opportunities for the combined company, and
other statements that are not historical facts.
These statements are based on the current expectations of Globis' management and
are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of
Globis and Seller. These statements are subject to a number of risks and
uncertainties regarding Globis' businesses and the Business Combination, and
actual results may differ materially. These risks and uncertainties include, but
are not limited to, general economic, political and business conditions; the
inability of the parties to consummate the Business Combination or the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Business Combination Agreement; the outcome of any legal
proceedings that may be instituted against the parties following the
announcement of the Business Combination; the receipt of an unsolicited offer
from another party for an alternative business transaction that could interfere
with the Business Combination; the risk that the approval of the stockholders of
Globis or FAHL for the potential transaction is not obtained; failure to realize
the anticipated benefits of the Business Combination, including as a result of a
delay in consummating the potential transaction or difficulty in integrating the
businesses of Globis and FAHL; the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Business Combination; the ability of the combined company to grow and manage
growth profitably and retain its key employees; the amount of redemption
requests made by Globis' stockholders; the inability to obtain or maintain the
listing of the post-acquisition company's securities on The Nasdaq Stock Market
LLC following the Business Combination; costs related to the Business
Combination; and those factors discussed in Globis' final prospectus relating to
its initial public offering, dated December 10, 2020, and other filings with the
SEC. There may be additional risks that Globis presently does not know or that
Globis currently believes are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In addition,
forward-looking statements provide Globis' expectations, plans or forecasts of
future events and views as of the date of this communication. Globis anticipates
that subsequent events and developments will cause Globis' assessments to
change. However, while Globis may elect to update these forward-looking
statements at some point in the future, Globis specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon
as representing Globis' assessments as of any date subsequent to the date of
this communication. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Disclaimer
This Current Report is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Amendment No. 5 to Promissory Note, dated as of January 27,
2022, by and between Globis Acquisition Corp. and Globis SPAC
LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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