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.