Item 1.01 Entry Into A Material Definitive 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").

The Business Combination Agreement provides for the consummation of the following transactions (collectively, the "Business Combination"): (a) Globis will change its jurisdiction of incorporation to Nevada by merging with and into a wholly-owned subsidiary of Globis incorporated under the laws of the State of Nevada ("Globis Nevada"), such that Globis Nevada will survive the merger, and Globis Nevada will change its jurisdiction of incorporation by transferring by way of a redomiciliation and domesticating as a Gibraltar public company limited by shares (the "Redomiciliation") and changing its name to "Forafric Global PLC" (referred to herein as "New Forafric"); and (b) immediately following the effectiveness of the Redomiciliation, New Forafric will acquire 100% of the equity interests in FAHL from the Seller.





Convertible Bonds Offering

In connection with the proposed Business Combination, between December 31, 2021 and January 3, 2022, affiliates of Up and Up Capital, LLC and Globis SPAC LLC, the sponsors of Globis, subscribed for convertible bonds of FAHL, as issuer (the "Bonds Issuer"), in an aggregate principal amount of $9.5 million (the "FAHL Bonds") in a private placement, issued pursuant to a Bond Subscription Deed (the "Bond Subscription Deed"), among the Bonds Issuer, the Seller, and bond subscribers as defined therein. On January 19, 2022, FAHL issued an additional convertible bond pursuant to the terms of the Bond Subscription Deed in an aggregate principal amount of $2.5 million (the "Additional FAHL Bond") to an unaffiliated investor (the "Additional Bond Investor").

The terms of the Additional FAHL Bond are substantially the same as the FAHL Bonds. The Additional FAHL Bond is an unsecured obligation of the Bonds Issuer and is not transferable without the consent of the Bonds Issuer (such consent not to be unreasonably withheld). Unless earlier converted or redeemed in accordance with the terms of the Additional FAHL Bond, the Additional FAHL Bond will mature and be redeemed on June 15, 2026. Interest shall accrue on the Additional FAHL Bond at a rate of 6% per annum and the Additional Bond Investor is entitled to certain customary information rights.

Pursuant to the terms of the Additional FAHL Bond, upon consummation of the Business Combination, the Additional FAHL Bond will automatically convert into ordinary shares of New Forafric at a price per share that is a 10% discount to the $10.50 per share purchase price payable under the previously-announced PIPE Subscription Agreement, dated December 31, 2021, subject to certain adjustments.

Pursuant to a letter of acknowledgement (the "Acknowledgement"), Globis also granted the Additional Bond Investor certain registration rights whereby Globis has agreed to file (at Globis' sole cost and expense) a registration statement registering the resale of the ordinary shares issued upon conversion of the Additional FAHL Bond (the "Bonds Resale Registration Statement") within 45 calendar days after closing of the Business Combination, if these ordinary shares are not registered in connection with the consummation of the Business Combination. Globis will use its commercially reasonable efforts to have the Bonds Resale Registration Statement declared effective as soon as practicable after the filing thereof.

Copies of the Bond Subscription Deed and the Acknowledgement are filed as Exhibits 10.2 and 10.3 to Globis' Current Report on Form 8-K filed on January 4, 2022 and are incorporated herein by reference. The foregoing description of the Bond Subscription Deed and Acknowledgement are qualified in their entirety by reference to the full text of the Bond Subscription Deed and Acknowledgement filed with this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the heading "Convertible Bonds Offering" is incorporated by reference herein. The ordinary shares of New Forafric issuable upon automatic conversion of the Additional FAHL Bond will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.





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 be 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†         Bond Subscription Deed, dated as of December 31, 2021, by and among
            Forafric Agro Holdings Limited, Lighthouse Capital Limited and the
            Bond Investors. (incorporated by reference to Exhibit 10.2 of Globis'
            Form 8-K (File No. 001-39786), filed with the SEC on January 4,
            2022).
10.2          Acknowledgement, dated as of January 2, 2022, executed by Globis
            Acquisition Corp. (incorporated by reference to Exhibit 10.3 of
            Globis' Form 8-K (File No. 001-39786), filed with the SEC on January
            4, 2022).
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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