UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): December 29, 2021
GLOBIS
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39786
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85-2703418
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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7100
W. Camino Real, Suite 302-48
Boca
Raton, Florida
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33433
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(Address
of principal executive offices)
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(Zip
Code)
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212-847-3248
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units,
each consisting of one share of Common Stock, and one Warrant to acquire one share of Common Stock
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GLAQU
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The
Nasdaq Stock Market LLC
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Common
Stock, par value $0.0001 per share
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GLAQ
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The
Nasdaq Stock Market LLC
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Warrants,
each warrant exercisable for one share of Common Stock at an exercise price of $11.50
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GLAQW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 form under the laws of the State of Nevada a wholly-owned subsidiary of Globis (the “Globis Nevada”),
change its jurisdiction of incorporation to Nevada by merging with and into 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.
PIPE
Subscription Agreement
In
connection with the proposed Business Combination, on December 31, 2021, Globis entered into a subscription agreement (the “PIPE
Subscription Agreement”) with an “accredited investor” (as such term is defined in Rule 501 of Regulation D) (the
“PIPE Investor”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investor will purchase
ordinary shares of New Forafric in a private placement following the Redomiciliation and prior to the closing of the Business Combination
(the “Business Combination Closing”). Pursuant to the PIPE Subscription Agreement, the PIPE Investor will purchase,
at a purchase price of $10.50 per share, a number of ordinary shares of New Forafric (the “PIPE Shares”) that will
be equal to the lesser of (i) 4.99% of all issued and outstanding ordinary shares, after taking into account the completion of the Business
Combination and all ordinary shares issued pursuant to the FAHL Bonds (defined below) and other related subscription agreements, if any,
and (ii) 1,904,761 ordinary shares (the “PIPE Investment”); accordingly, the maximum aggregate amount to be paid by
the PIPE Investor for the PIPE Shares is approximately $20 million. The purpose of the sale of the PIPE Shares is to raise additional
capital for use in connection with the Business Combination.
The
PIPE Shares are identical to the ordinary shares of New Forafric that will be held by Globis’ public stockholders following the
Redomiciliation, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the U.S. Securities
and Exchange Commission (“SEC”).
The
closing of the sale of the PIPE Shares (the “PIPE Closing”) will be contingent upon the substantially concurrent with
the Business Combination Closing. The PIPE Closing will occur on the date of, and substantially concurrently with and conditioned upon
the effectiveness of, the Business Combination. The PIPE Closing will be subject to customary conditions, including:
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●
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all
representations and warranties of Globis and the PIPE Investor contained in the PIPE Subscription
Agreement shall be true and correct in all material respects (other than representations
and warranties that are qualified as to materiality or Material Adverse Effect (as defined
in the PIPE Subscription Agreement), which representations and warranties shall be true in
all respects) at, and as of, the PIPE Closing (except that representations and warranties
expressly made as of an earlier date, which shall be true and correct in all material respects
as of such earlier date); and
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●
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all
conditions precedent to the closing of the Business Combination, including the approval by
Globis’ stockholders, shall have been satisfied or waived.
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The
PIPE Subscription Agreement will terminate upon the earliest to occur of (i) such date and time as the Business Combination Agreement
is validly terminated in accordance with its terms without the Business Combination having been consummated, (ii) upon the mutual written
agreement of each of the parties to the PIPE Subscription Agreement and FAHL, (iii) Globis’ notification to the PIPE Investor in
writing that it has, with the prior written consent of FAHL, abandoned its plans to move forward with the Business Combination, (iv)
the End Date (as defined in the Business Combination Agreement), if the PIPE Closing has not occurred by such date, (v) at the election
of the PIPE Investor, on or after the date that is 180 days after the date of the PIPE Subscription Agreement if the PIPE Closing has
not occurred on or prior to such date, or (vi) if any of the conditions to the PIPE Closing are not satisfied or waived, or are not capable
of being satisfied, on or prior to the PIPE Closing, as a result thereof, the transactions contemplated by the PIPE Subscription Agreement
will not be and are not consummated at the PIPE Closing.
Pursuant
to the PIPE Subscription Agreement, Globis also granted the PIPE Investor certain registration rights whereby Globis has agreed to file
(at Globis’ sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale
Registration Statement”) within 30 calendar days after the consummation of the Business Combination. Globis will use its commercially
reasonable efforts to have the PIPE Resale Registration Statement declared effective no later than the 60th calendar day following the
PIPE Closing (or, in the event the SEC notifies Globis that it will “review” the PIPE Resale Registration Statement, the
120th calendar day following the PIPE Closing).
A
copy of the PIPE Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
The foregoing description of the PIPE Subscription Agreements is qualified in its entirety by reference to the full text of the PIPE
Subscription Agreement filed with this Current Report on Form 8-K.
Convertible
Bonds Offering
In
connection with the proposed Business Combination, between December 31, 2021 and January 3, 2022, affiliates (each a “Bond
Investor”) 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 the Bond Investors. The FAHL Bonds are unsecured obligations of the Bonds Issuer and are not transferable
without the consent of the Bonds Issuer (such consent not to be unreasonably withheld). The Bonds Issuer intends to use the proceeds
from the sale of the FAHL Bonds for general working capital and/or capital expenditure requirements.
Unless
earlier converted or redeemed in accordance with the terms of the FAHL Bonds, the FAHL Bonds will mature and be redeemed on June 15,
2026. Interest shall accrue on the FAHL Bonds at a rate of 6% per annum and the Bond Investors are entitled to certain customary information
rights.
Pursuant
to the current terms of the FAHL Bonds, upon consummation of the Business Combination, the FAHL Bonds will automatically convert into
ordinary shares of New Forafric at at a price per share that is a 10% discount to the PIPE Investment,
subject to certain adjustments. The number of
ordinary shares will be equal to the quotient that results from dividing the aggregate principal amount of the respective FAHL Bond by
$9.45, subject to certain adjustments.
Pursuant
to a letter of acknowledgement (the “Acknowledgement”), Globis also granted the Bond Investors 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 FAHL Bonds (the “Bonds Resale Registration Statement”) within 45
calendar days after the Business Combination Closing, 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 Acknowledgement are filed with this Current Report on Form 8-K as Exhibits 10.2 and 10.3 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.
Amendment
No. 4 to Promissory Note with Globis SPAC LLC
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 and October 13, 2021 to increase the principal amount of the Note to $2,000,000 and then $3,000,000,
respectively.
On
December 29, 2021, the Note was further amended to increase the principal amount of the Note to $5,000,000. A copy of Amendment No. 4
to the Note is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference. The foregoing description
of Amendment No. 4 to the Note is qualified in its entirety by reference to the full text of Amendment No. 4 to the Note 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 headings “PIPE Subscription Agreement”
and “Convertible Bonds Offering” is incorporated by reference herein. The PIPE Shares that may be issued in connection with
the Subscription Agreement and the ordinary shares of New Forafric issuable upon automatic conversion of the FAHL Bonds 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, intends to file with the SEC a Registration
Statement on Form S-4 (the “Registration Statement”), which will include 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, when available, 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
will contain 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 to be filed with the
SEC by Globis, which will include the proxy statement of Globis for the Business Combination, and such information and names of FAHL’s
managers and executive officers will also be in the Registration Statement to be filed with the SEC by Globis, which will include 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
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Description
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10.1†
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Subscription Agreement, dated as of December 31, 2021, by and between Globis Acquisition Corp. and the PIPE Investor.
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10.2†
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Bond Subscription Deed, dated as of December 31, 2021, by and among Forafric Agro Holdings Limited, Lighthouse Capital Limited and the Bond Investors.
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10.3
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Acknowledgement, dated as of January 2, 2022, executed by Globis Acquisition Corp.
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10.4
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Amendment No. 4 to Promissory Note, dated as of December 29, 2021, by and between Globis Acquisition Corp. and Globis SPAC LLC.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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†
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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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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: January 4, 2022
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GLOBIS ACQUISITION CORP.
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By:
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/s/
Paul Packer
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Name:
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Paul
Packer
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Title:
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Chief
Executive Officer and Chief Financial Officer
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Globis Acquisition (NASDAQ:GLAQ)
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