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" or the "Company"), entered into a Securities
Purchase Agreement, which was amended on April 20, 2022 (as 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"), Lighthouse Capital Limited, a
Gibraltar private company limited by shares (the "Seller") and Globis NV Merger
Corp., a Nevada corporation ("Globis Nevada"). The Business Combination
Agreement provides for the consummation of the following series of transactions
(collectively, the "Business Combination"): (i) Globis Nevada changes 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 forms a
new wholly-owned subsidiary, Globis NV Merger 2 Corp., a Nevada corporation
("Merger Sub"); (iii) Globis merges 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 is
contributed to New Forafric in exchange for ordinary shares of New Forafric; and
(v) as soon as practicable thereafter, New Forafric acquires 100% of the equity
interests in FAHL from the Seller and FAHL becomes a direct subsidiary of New
Forafric.
On June 8, 2022, the aforementioned parties agreed to further amend and revise
the Business Combination Agreement (the "Second Amendment") by providing that
the Closing Payment (as defined in the Business Combination Agreement) shall be
deferred in its entirety and that Globis shall pay to the Seller the principal
sum of $20,000,000 together with interest on the the outstanding amount from the
date of the closing of the Business Combination up to the date of payment
(computed on the basis of a 360-day year consisting of twelve (12) months of
thirty (30) days) accrued but unpaid thereon at the fixed per annum rate of 8%.
The deferred payment shall be made on the first anniversary of the the closing
of the Business Combination. If any amount of principal and/or interest thereon
is unpaid after such due date, Globis shall pay the Seller additional interest
on the outstanding amount at the per annum rate of 12% (or at such lower rate as
shall be the highest rate permitted under applicable usury laws).
The foregoing description is a summary of the material terms of the of the
Second Amendment and is qualified in its entirety by reference to the full text
of the Second Amendment, a copy of which are attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Forward Share Purchase Agreements
On June 8, 2022, the Company and certain unaffiliated investors (the
"Investors") entered into Forward Share Purchase Agreements (the "Forward
Purchase Agreements") pursuant to which, on the three month anniversary of the
date of the closing of the Company's business combination (the "Business
Combination"), the Investors may elect to sell and transfer to the Company, and
the Company will purchase, in the aggregate up to 1,500,000 shares of common
stock of Globis, par value $0.0001 per share (the "Investor Shares"), consisting
of (i) shares of common stock then held by the Investors and/or (ii) any
additional shares of common stock that the Investors may acquire prior to the
closing of the Business Combination. The Company will acquire the Investor
Shares at a price of $10.80 per share (the "Shares Purchase Price"). The date of
the closing of the Business Combination is referred to as "Business Combination
Closing Date", and the date of the purchase by the Company of the Investor
Shares is referred to as the "Investor Shares Closing Date". In conjunction with
the sale of the Investor Shares to the Company, each Investor shall notify the
Company and the Escrow Agent (as defined below) in writing five business days
prior to the three-month anniversary of the date of the Business Combination
Closing Date whether or not such Investor is exercising its right to sell the
Investor Shares that such Investor holds to the Company pursuant to the Forward
Purchase Agreements (each, a "Investor Shares Sale Notice"). Failure of timely
delivery of the Investor Shares Sales Notice shall be deemed as forfeiture of
such Investor's right to sell any Investor Shares to the Company pursuant to the
Forward Purchase Agreements. If an Investor Shares Sale Notice is timely
delivered by an Investor to the Company and the Escrow Agent, the Company will
purchase from such Investor the Investor Shares held by such Investor on the
Investor Shares Closing Date.
In exchange for the Company's commitment to purchase the Investor Shares on the
Investor Shares Closing Date, each Investor agreed that it will not request
redemption of any of the Investor Shares in conjunction with Globis'
stockholders' approval of the Business Combination, or tender the Investor
Shares to Globis in response to any redemption or tender offer that Globis may
commence for its shares of common stock.
Notwithstanding anything to the contrary in the Forward Purchase Agreements,
commencing on the day after the date by which shares of common stock of Globis
must be tendered for redemption in conjunction with Globis' stockholders'
approval of the Business Combination (the "Redemption Date"), the Investor may
sell its Investor Shares in the open market as long as the sales price exceeds
$10.80 per Investor Share. If the Investor sells any Investor Shares in the open
market after the Redemption Date and prior to the three-month anniversary of the
Business Combination Closing Date at a sales price per Investor Share that is
greater than $10.80 (such sale, the "Early Sale" and such shares, the "Early
Sale Shares"), the Escrow Agent shall release from the Escrow Account to the
Company an amount equal to $10.80 per Early Sale Share sold in such Early Sale.
Simultaneously with the closing of the Business Combination, the Company will
deposit into an escrow account with Wilmington Trust, National Association (the
"Escrow Agent"), subject to the terms of an escrow agreement, an amount equal to
the lesser of (i) $16,200,000 and (ii) $10.80 multiplied by the aggregate number
of Investor Shares held by the Investors as of the closing of the Business
Combination. The Company's purchase of the Investor Shares will be made with
funds from the escrow account attributed to the Investor Shares. In the event
that an Investor sells any Investor Shares as provided for above, it shall
provide notice to the Company and the Escrow Agent within three business days of
such sale (the "Open Market Sale Notice), and the Escrow Agent shall release
from the escrow account for the Company's use without restriction an amount
equal to the pro rata portion of the escrow attributed to the Investor Shares
which the Investor has sold. In the event that the Investor chooses not to sell
to the Company any Investor Shares that the Investor owns as of the three-month
anniversary of the Business Combination Closing Date, the Escrow Agent shall
release all remaining funds from the escrow account for the Company's use
without restriction.
Nothing in the Forward Purchase Agreements prohibits or restricts the Investors
with respect to the purchase from third parties prior to the Business
Combination Closing Date of additional shares of common stock of Globis,
including shares that have previously been tendered by third parties for
redemption in conjunction with Globis' stockholders' approval of the Business
Combination, to the extent such third parties unwind such tenders for
redemption, or any warrants, convertible notes or options (including puts or
calls) of Globis; provided, the aggregate number of Investor Shares (including
any additional shares) owned by the Investors shall not exceed 1,500,000 shares
of common stock of Globis, unless otherwise agreed in writing by all parties.
Globis agreed not to enter into additional agreements for the purchase of
Globis' common stock that provide material terms that are more favorable than
the terms provided to the Investors in the Forward Purchase Agreements. In the
event that Globis enters into separate purchase agreements with material terms
that are more favorable than the terms provided to the Investor in the Forward
Purchase Agreements at any time prior to the Business Combination Closing Date,
Globis shall promptly inform the Investor of such more favorable terms, and the
Investor shall have the mutual right to elect to have such more favorable terms
included in the Forward Purchase Agreements.
The Forward Purchase Agreements contain customary representations, warranties
and covenants from the parties. Globis' obligation to consummate the
transactions contemplated by the Forward Purchase Agreements are subject to the
consummation of the Business Combination.
Globis agreed to indemnify the Investor and its respective officers, directors,
employees, agents and shareholders (collectively referred to as the "Investor
Indemnitees") against, and hold them harmless of and from, any and all loss,
liability, cost, damage and expense, including without limitation, reasonable
. . .
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2022, the Company held a special meeting of stockholders (the
"Stockholders Meeting"). At the Stockholders Meeting, the holders of 10,878,579
(72.28%) shares of the Company's common stock entitled to vote were represented
in person or by proxy constituting a quorum.
The meeting was adjourned to give the Company additional time to solicit votes
in favor of the proposals. The meeting will reconvene at the offices of
McDermott Will & Emery LLP located at One Vanderbilt Avenue, 45th Floor, New
York, New York, 10017 on Thursday, June 9, 2022 at 9:00 a.m. ET.
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 has mailed 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
has sent 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
special 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 was mailed to
stockholders of Globis as of May 12, 2022, the record date for voting on the
Business Combination. Stockholders are also able to obtain copies of the proxy
statement/prospectus, without charge 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Amendment No. 2 to Purchase Agreement, dated June 8, 2022
10.2 Form of Forward Share Purchase Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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