Current Report Filing (8-k)
May 16 2022 - 2:56PM
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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): May 16, 2022
GLOBIS
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39786 |
|
85-2703418 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
7100
W. Camino Real, Suite 302-48
Boca
Raton, Florida |
|
33433 |
(Address of principal
executive offices) |
|
(Zip Code) |
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:
☒ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting of one share of Common Stock,
and one Warrant to acquire one share of Common Stock |
|
GLAQU |
|
The
Nasdaq Stock Market LLC |
Common Stock, par value $0.0001 per share |
|
GLAQ |
|
The
Nasdaq Stock Market LLC |
Warrants, each warrant exercisable for one share of
Common Stock at an exercise price of $11.50 |
|
GLAQW |
|
The
Nasdaq Stock Market LLC |
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
8.01. Other Events.
On
May 16, 2022, Globis Acquisition Corp. (the “Company”) issued a press release announcing the registration statement on Form
S-4 (File No. 333- 262126) (as amended, the “Registration Statement”), filed by its wholly-owned subsidiary, Globis NV Merger
Corp. (“Globis Nevada”), relating to the previously announced business combination (the “Business Combination”)
with Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (“FAHL”), has been declared effective
by the U.S. Securities and Exchange Commission (“SEC”) and that will commence mailing the definitive proxy statement/prospectus
relating to the Special Meeting (the “Special Meeting”) of the Company’s stockholders to be held on June 7, 2022 in
connection with the Business Combination. The proxy statement/prospectus will be mailed to the Company’s stockholders of record
as of the close of business on May 12, 2022 (the “Record Date”). Notice of the Special Meeting will be mailed on or about
May 18, 2022 to stockholders of record as of the Record Date.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional
Information about the Business Combination and Where to Find It
In
connection with the proposed Business Combination, Globis Nevada filed the Registration Statement with the SEC, which includes a proxy
statement/prospectus that is both the proxy statement to be distributed to the Company’s stockholders in connection with the Company’s
solicitation of proxies for the vote by the Company’s stockholders with respect to the Business Combination and other matters described
in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Globis Nevada to be issued
in the Business Combination. The Registration Statement was declared effective by the SEC on May 12, 2022 and the definitive proxy statement/prospectus
and other relevant documents have been mailed to the Company’s stockholders as of the Record Date. The Company’s stockholders
and other interested persons are advised to read the definitive proxy statement/prospectus included in the Registration Statement as
these materials contain important information about the parties to the Business Combination Agreement, the Company and the Business Combination.
Stockholders may also obtain copies of the proxy statement/prospectus and other documents filed with the SEC, without charge, at
the SEC’s web site at www.sec.gov, or by directing a request to: Globis Acquisition Corp., 7100 W. Camino Real, Suite 302-48, Boca
Raton, Florida, Attention: Paul Packer, President, Chief Executive Officer, (212) 847-3248.
Participants
in the Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the definitive proxy statement/prospectus included in the Registration Statement, and is available free
of charge from the sources indicated above.
Each
of the Company and FAHL and their respective directors and executive officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of the Company in connection with the Business Combination.
Disclaimer
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering 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
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: May 16, 2022 |
GLOBIS ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Paul Packer |
|
Name: |
Paul Packer |
|
Title: |
Chief Executive Officer and Chief Financial Officer
|
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