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.