Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Business Combination Agreement
As previously disclosed, on December 19, 2021, Globis Acquisition Corp., a
Delaware corporation ("Globis"), entered into a Securities Purchase Agreement
(as it may be amended, supplemented or otherwise modified from time to time, the
"Business Combination Agreement"), by and among Globis, Forafric Agro Holdings
Limited, a Gibraltar private company limited by shares ("FAHL"), and Lighthouse
Capital Limited, a Gibraltar private company limited by shares (the "Seller").
On April 20, 2021, the aforementioned parties agreed to revise the Business
Combination Agreement (the "Amendment") by providing for the consummation of the
following series of transactions (collectively, the "Business Combination"): (i)
Globis has formed a new holding company, Globis NV Merger Corp., a Nevada
corporation ("Globis Nevada"), which will change its jurisdiction of
incorporation by transferring by way of a redomiciliation and domesticating as a
Gibraltar private limited company known as "Forafric Global Limited" (the
"Redomiciliation") and, following the Redomiciliation, altering its authorized
and issued share capital and thereafter re-registering as a Gibraltar public
company limited by shares and changing its name to "Forafric Global PLC"
(referred to herein as "New Forafric"); (ii) New Forafric will form a new
wholly-owned subsidiary, Globis NV Merger 2 Corp., a Nevada corporation ("Merger
Sub"); (iii) Globis will merge with and into Merger Sub, with Merger Sub
surviving (the "Merger"); (iv) immediately following the effectiveness of the
Merger, all of the common stock of Merger Sub issued pursuant to the Merger
shall be contributed to New Forafric; and (v) as soon as practicable thereafter
New Forafric will acquire 100% of the equity interests in FAHL from the Seller
and FAHL will become a direct subsidiary of New Forafric.
As a result of the Redomiciliation, the Merger and the other transactions
described in the Amendment and prior to the consummation of the Business
Combination, (i) Globis stockholders will receive one ordinary share, nominal
value $0.001 per share, of New Forafric (each, an "Ordinary Share") for each
issued and outstanding share of Common Stock, par value $0.0001 per share, of
Globis (the "Common Stock") held prior to the Merger; (ii) the issued and
outstanding redeemable warrants that were registered pursuant to the
Registration Statement on Form S-1 (SEC File No. 333-250939) of Globis will
automatically become redeemable warrants to acquire Ordinary Shares at an
exercise price of $11.50 per share on the terms and subject to the conditions
set forth in the applicable warrant agreement (with the Warrant Agreement being
assigned and novated by Globis to New Forafric but no other changes will be made
to the terms of any issued and outstanding Public Warrants as a result of the
Merger); (iii) each issued and outstanding warrant of Globis issued in a private
placement will automatically become warrants to acquire Ordinary Shares at an
exercise price of $11.50 per share on the terms and subject to the conditions
set forth in the applicable warrant agreement (no other changes will be made to
the terms of any issued and outstanding private placement warrants as a result
of the Merger); and (iv) each issued and outstanding unit of Globis that has not
been previously separated into the underlying Common Stock and underlying
warrant upon the request of the holder thereof, will be cancelled and will
entitle the holder thereof to one Ordinary Share and one redeemable warrant to
acquire one Ordinary Share at an exercise price of $11.50 per share on the terms
and subject to the conditions set forth in the applicable warrant agreement.
Amendment to Bond Deed
In connection with the proposed Business Combination, between December 31, 2021
and January 19, 2022, investors (each a "Bond Investor") subscribed for
convertible bonds of FAHL, as issuer, in an aggregate principal amount of $12
million (the "FAHL Bonds") in a private placement, issued pursuant to a Bond
Subscription Deed (the "Bond Subscription Deed"), among FAHL, the Seller and the
Bond Investors.
On April 20, 2021, in connection with the Amendment, the FAHL, the Seller and
the Bond Investors agreed to revise the Bond Subscription Deed (the "Bond
Amendment") by providing that, upon consummation of the Business Combination,
the FAHL Bonds will be novated to New Forafric and automatically convert into
Ordinary Shares at a price per share described in the Bond Subscription Deed,
provided all other terms and conditions in the Bond Subscription Deed remain the
same.
The foregoing descriptions are summaries of the material terms of the of the
Amendment and the Bond Amendment and are qualified in their entirety by
reference to the full text of the Amendment and the Bond Amendment, copies of
which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and
are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Amendment No. 1 to Purchase Agreement, dated April 20, 2022
(incorporated by reference to Exhibit 2.2 of Globis' Form S-4 (File
No. 333-262126), filed with the SEC on April 20, 2022).
10.2 Amendment to Bond Subscription Deed, dated April 20, 2022
(incorporated by reference to Exhibit 10.10 of Globis' Form S-4 (File
No. 333-262126), filed with the SEC on April 20, 2022).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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