Globis Acquisition S-4Registration of securities issued in business combination transactions

FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Globis” refer to Globis Acquisition Corp. (which prior to the Merger and the Redomiciliation is a corporation incorporated under the laws of the Delaware and thereafter a public company limited by shares incorporated under the laws of Gibraltar).

In this document:

“Adjournment Proposal” means the proposal to be considered at the Stockholders Meeting to adjourn the Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Stockholders Meeting.

“Aggregate Transaction Proceeds” means an amount equal to the aggregate proceeds from the PIPE Investment and the aggregate cash proceeds available for release to Globis from the Trust Account in connection with the Business Combination, less the aggregate amount of fees and expense payable by Globis in connection with the Business Combination which remain unpaid as of immediately prior to the Closing and the aggregate accrued liabilities of Globis as of the Closing.

“Amended and Restated Certificate of Incorporation” means Globis’ Amended and Restated Certificate of Incorporation, dated December 10, 2020, as may hereafter be amended.

“ASC” means the Accounting Standards Codification.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, entered into as of December 19, 2021, by and among Globis, FAHL and Seller, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/ prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the Stockholders Meeting to approve the Business Combination.

“Charter Proposal” means Proposal No. 6 to approve the Memorandum and Articles of Association of New Forafric.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the closing of the Business Combination occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the 12 months from the closing of the IPO, or such period as extended by a resolution of the Globis board of directors, within which Globis is required to complete an initial business combination under its Amended and Restated Certificate of Incorporation.

“Common Stock” means the common stock of Globis, par value $0.0001 per share.

“Companies Act” means the Companies Act 2014 of the Laws of Gibraltar.

“Condition Precedent Proposals” means the Merger Proposal, the Redomiciliation Proposal, the Business Combination Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, the Charter Proposal and the Nasdaq Proposal.

“FAHL Bonds” means the convertible bonds in an amount of $9.5 million issued by FAHL to third-party holders, pursuant to which the outstanding principal of the convertible bonds and accrued interest, concurrently with the consummation of the PIPE Investment and the Business Combination, convert to Ordinary Shares of New Forafric at the rate of $9.45 per share.

“FAHL Bond Holders” means the holders who have been issued the FAHL Bonds.

“FAHL Related Party Loans” means the loans issued by certain parties affiliated with the Seller in an aggregate amount of approximately $15.2 million which will be repaid at the Closing of the Business Combination; provided that up to $20 million of such loans may be convertible into Ordinary Shares of FAHL at a price of $10.50 per share at the option of the lender.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means Proposal No. 5 to elect six directors to serve on the board of directors of New Forafric until the 2025 annual general meeting and until their respective successors are duly elected and qualified.

“DTC” means the Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Equity Incentive Plan” means the Forafric 2022 Long Term Employee Share Incentive Plan, which will become effective on the Closing Date. A copy of the Equity Incentive Plan is attached to this proxy statement/ prospectus as Annex H.

“Equity Incentive Plan Proposal” means the proposal to be considered at the Stockholders Meeting to approve the Equity Incentive Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Organizational Documents” means the current Amended and Restated Certificate of Incorporation adopted as of December 10, 2020 of Globis.

“FAHL” means Forafric Agro Holdings Limited, a Gibraltar private company limited by shares with incorporation number 114436 and registered office at 57/67 Line Wall Road, Gibraltar.

“FAHL 2021 Plan” means the Forafric 2021 Long Term Employee Share Incentive Plan adopted on June 22, 2021.

“FATCA” means the Foreign Account Tax Compliance Act.

“foreign action” has the meaning provided in the Organizational Documents Proposals.

“GAAP” means U.S. generally accepted accounting principles.

“Globis” means Globis Acquisition Corp. (which, prior to the Merger and Redomiciliation, is a corporation incorporated under the laws of the State of Delaware and after the Merger and Redomiciliation will be a public company limited by shares incorporated under the laws of Gibraltar and will be referred to as “New Forafric”).

“Globis Board” means the board of directors of Globis.

“Globis Shares” means, shares of Globis Common Stock.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Globis’ initial public offering of its Units, Public Shares and Public Warrants pursuant to the IPO registration statement and completed on December 15, 2020.

“IPO registration statement” means the registration statement filed for Globis’ IPO on Form S-1 declared effective by the SEC on December 8, 2020 (SEC File Nos. 333-250939).

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-up Agreement” means each of the Lock-Up Agreements to be entered into between New Forafric and certain equityholders of New Forafric upon the consummation of the Business Combination. The forms of Seller Lock-Up Agreement and Sponsor Lock-Up Agreement are attached to this proxy statement/ prospectus as Annexes D and E.

“Maximum Redemptions” means the maximum number of Globis Common Stock that may be redeemed in connection with the proposed Business Combination.

“Memorandum and Articles of Association” means the proposed Memorandum and Articles of Association of New Forafric to be in effect following the Redomiciliation and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Merger” means the merger of Globis with and into Globis Nevada, a wholly-owned subsidiary of Globis, with Globis Nevada surviving the merger.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 19, 2021, by and between Globis and Globis Nevada.

“Merger Proposal” means the proposal to be considered at the Stockholders Meeting to approve and adopt the Merger.

“New Forafric” means Globis Nevada as a Gibraltar public company by way of continuation following the Redomiciliation and the Business Combination. Simultaneously with the Redomiciliation and in connection with the Business Combination, Globis Nevada will change its corporate name to “Forafric Global PLC.”

“New Forafric Board” means the board of directors of New Forafric subsequent to the completion of the Business Combination.

“Globis Nevada” means Globis NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of Globis.

“        ” means           , as proxy solicitor.

“Nasdaq” means The Nasdaq Stock Market.

“No Redemptions” means no Common Stock of Globis being redeemed in connection with the proposed Business Combination.

“Ordinary Shares” means the Ordinary Shares of New Forafric, nominal value $0.001 per share.

“Organizational Documents Proposals” means, collectively, Organizational Documents Proposal 7A and Organizational Documents Proposal 7B.

“PFIC” means passive foreign investment company under the Code.

“PIPE Investment” means the private placement pursuant to which PIPE Investors have committed to make a private investment in the aggregate amount up to $20,000,000 in the form of Ordinary Shares on the terms and conditions set forth in the Subscription Agreements.

“PIPE Investors” means the investors that have signed Subscription Agreements.

“Preferred Shares” means the preferred shares of USD 0.001 (one thousandth United States Dollars) each, to be authorized for future issuance by New Forafric.

“Preferred Stock” means the preferred stock of Globis, par value $0.0001 per share.

“Private Placement” means the private placement by Globis of (i) 4,188,889 Private Placement Warrants to the Sponsors and (ii) 100,833 Private Placement Units to the Sponsors simultaneously with the closing of the IPO.

“Private Placement Warrants” means Globis’ 4,289,722 warrants, including 100,833 warrants included in the Private Placement Units, sold to the Sponsors simultaneously with the closing of the IPO in Private Placements. Each Private Placement Warrant is exercisable for one share of common stock of Globis at a price of $11.50 per share.

“Private Placement Units” means Globis’ 100,833 Units sold to the Sponsors simultaneously with the closing of the IPO in a private placement at a price of $10.00 per Unit. Each Private Placement Unit is identical to the Public Units sold in the IPO.

“Proposals” means, collectively, (i) the Merger Proposal, (ii) the Redomiciliation Proposal, (iii) the Business Combination Proposal, (iv) the Equity Incentive Plan Proposal, (v) Director Election Proposal, (vi) the Charter Proposal, (vii) the Organizational Documents Proposals, (viii) the Nasdaq Proposal and (ix) the Adjournment Proposal.

“Proposed Organizational Documents” means the proposed Memorandum and Articles of Association.

“proxy statement/prospectus” means the proxy statement/prospectus forming a part of this registration statement.

“Public Shares” means Globis’ Common Stock sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Stockholder” means a holder of Public Shares.

“Public Units” means a unit sold in the IPO (including pursuant to the overallotment option) consisting of one Public Share and one Public Warrant.

“Public Warrant Holder” means a holder of Public Warrants.

“Public Warrants” means Globis’ warrants sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Record Date” means                  , 2022.

“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Amended and Restated Certificate of Incorporation (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with Globis’ Amended and Restated Certificate of Incorporation.

“Redemption Right” means the right of each Public Stockholder (as determined in accordance with the Existing Organizational Documents and the Trust Agreement) to redeem all or a portion of such holder’s Common Stock, at the Redemption Price in connection with the Stockholders Meeting.

“Redomiciliation” means the continuation of Globis Nevada by way of Redomiciliation of Globis Nevada into a Gibraltar public company limited by shares, with the common stock of Globis Nevada becoming ordinary shares of the Gibraltar public company limited by shares under the applicable provisions of Nevada law, the Companies Act and the Re-domiciliation Regulations; the term includes all matters and necessary or ancillary changes in order to effect such Redomiciliation, including the adoption of the Memorandum and Articles of Association consistent with the Companies Act and the Re-domiciliation Regulations and changing the name and registered office of Globis Nevada.

“Redomiciliation Proposal” means the proposal to be considered at the Stockholders Meeting to approve the Redomiciliation.

“Re-domiciliation Regulations” means the Companies (Re-domiciliation) Regulations of 1996 of the Laws of Gibraltar.

“Related Agreements” means certain additional agreements to be entered into in connection with the Business Combination Agreement as further described in this proxy statement/prospectus.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of December 10, 2020, by and between Globis and the Sponsors.

“Rule 144” means Rule 144 under the Securities Act.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” means Lighthouse Capital Limited, a Gibraltar private company limited by shares, as the sole shareholder of FAHL immediately prior to the Business Combination.

“Stockholders Meeting” means the special meeting of Globis’ stockholders, to be held at 9 a.m., Eastern Time, on            , 2022, at the offices of McDermott Will & Emery LLP located at One Vanderbilt Avenue, 45^th Floor, New York, New York 10017, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding the novel coronavirus or COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.

“Sponsors” means, collectively, Globis SPAC LLC, a Delaware limited liability company, and Up and Up Capital, LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means the Letter Agreement, dated as of December 15, 2020, entered into by Globis and the Sponsor Parties concurrently with the IPO. A copy of the Sponsor Letter Agreement is attached to this proxy statement/prospectus as Annex E.

“Sponsor Parties” means the Sponsor and Globis’ independent directors.

“Transfer Agent” means VStock Transfer, LLC.

“Treasury Regulations” means the Code, its legislative history, and final, temporary and proposed treasury regulations promulgated thereunder as then amended.

“Trust Account” means the trust account of Globis, which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placements, together with interest earned thereon, less amounts released to pay taxes.

“Unit” means either a Public Unit or a Private Placement Unit.

“Warrants” means the Public Warrants and the Private Placement Warrants of Globis.

“Working Capital Loans” means certain loans that may be made by the Sponsors or an affiliate of the Sponsors, or certain of Globis’ officers and directors in connection with the financing of a business combination.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New Forafric’s shareholders following the Business Combination are for illustrative purposes only and assume the following:

MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which FAHL competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by FAHL based on such sources and FAHL’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. The industry in which FAHL operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to FAHL’s Business and New Forafric Following the Business Combination” and elsewhere in this proxy statement/ prospectus.

TRADEMARKS AND SERVICE MARKS

FAHL and its subsidiaries own or license numerous domestic and foreign trademarks and other proprietary rights that are important to their businesses. FAHL and its subsidiaries own or have rights to use the trademarks, service marks and trade names that they use in conjunction with the operation of our business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for Globis and FAHL to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Globis and FAHL managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Globis, FAHL and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Globis’ views as of any subsequent date. Globis does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your ordinary shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the Stockholders Meeting, including the Business Combination Proposal, and whether or not you plan to attend such meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors.” See also the section entitled “Where You Can Find More Information.”

References in this section to “FAHL,” “we,” “us,” “our” and other similar terms refer to FAHL and its subsidiaries prior to the Business Combination and to New Forafric and its consolidated subsidiaries after giving effect to the Business Combination.

Overview of FAHL

Forafric Agro Holdings Limited is a private company limited by shares incorporated on May 16, 2016 under the laws of Gibraltar. We are registered with the Registrar of Companies in Gibraltar under registration number 114436. We are a holding company, and substantially all of our operations are conducted through our subsidiaries. Our corporate headquarters are located at Madison Building, Midtown, Queensway, Gibraltar GX11 1AA. Our registered office is located at 57/63 Line Wall Road, Gibraltar GX11 1AA.

FAHL is an integrated, global business involved in the purchase, storage, transport, processing and sale of agricultural commodities and commodity products while managing risk across various product lines. The principal agricultural commodities that we handle are flour and semolina, and secondary processing products such as pasta and couscous.

Our subsidiary Forafric Maroc is the combination of two former family owned businesses, Forafric (Maymouna) and Tria Group. Forafric (Maymouna) was acquired by FAHL in April 2015 and Tria Group was acquired by FAHL in January 2016.

Tria Group was established in 1923 in Morocco under the name Minoterie Biscuiterie d’Anfa. The brand Tria was created in 1949. Tria Group was purchased by Mr. Mohmmed Jamaleddine (father of Mustapha Jamaleddine, CEO of the group) in 1974. At that time Tria Group had only one mill with a total capacity of 70T per day. In 1981, a first investment was made to increase the capacity to 150T/day. The production of pasta and couscous was launched in 1989. In 1995, a second investment to increase the capacity was made. In 2004, Tria formed the Ceraelis trading company, and in 2008, Finalog, a logistics company, with storage facilities in Casablanca. Tria Group was managed by the Jamaleddine family until 2016 and its acquisition by Forafric.

Forafric (Maymouna) was created in 1943. It initially specialized in the import-export of cereals and various products of the land (legumes, sugar, tea, aromatic plants, etc.) which in 1997 evolved into an industrial flour milling company by buying and then building its own mills. In 2003, Forafric decided to market its own brand, MayMouna.

Today, we sell processed commodity products to customers in approximately forty-five countries in Europe, Asia, Africa and the Middle East. The principal purchasers of our products are wholesale foods manufacturers and distributors.

We have developed an extensive global logistics network including storage facilities with direct access to ports by rail. We contract with third parties for transport services. To better serve our customer base and develop our global distribution and logistics capabilities, we have agreements with third parties in storage and in transportation.

FAHL has established itself as a leading wheat milling player in Morocco. It owns six milling plants across Morocco (four dedicated to common wheat and two to durum wheat) with total processing capacity of 2,200 tons per day and a total milling capacity of 700,000 tons per year. FAHL also has 1 secondary processing unit, 2 logistics platforms, and 250,000 tons of grain storage facilities in Morocco. It is also the owner of PRODELA, an animal feed processing company in Morocco, which was established in 1991 to commercialize the bran created by the mills.

Our products are exported to 45 countries. Our primary activities include the production and sale of a variety of wheat flours, Semolina and Pasta and Couscous in Morocco and in more than 45 countries. Our two main brands in Morocco are MAYMOUNA and TRIA (see Our Brands and Products).

Our Strengths

Leader in the Moroccan market

We are a leader in the Moroccan market in respect of the wheat milling business, with a milling capacity of 2,200T per day. This position enables FAHL to have better access to raw materials, to improve its productivity and to benefit from the power of its two main brands, Maymouna and Tria (See Our Brands and Products).

Raw material is the key to profitability in our industry. Raw material accounts for up to 80% of total revenues. With a total volume of 500,000T per year, the group has great bargaining power, ahead of many international providers of wheat, and has, accordingly, had access to excellent conditions of purchasing.

As with every industrial business, productivity is key to performance. With 7 milling units in Morocco, we improved our productivity over the past 3 years and reduced our industrial cost. We are now among the most best performing industrial units in our industry.

Maymouna and Tria are our two main brands in the Moroccan market. Maymouna is our most popular brand for Moroccan households and Tria is our most popular brand for industrial clients in Morocco.

Stable Product Demand

Our products are basic food staples in Morocco and Africa. Accordingly, demand for our products has been stable in Morocco and fast-growing in Sub-Saharan Africa and Angola, even in periods of economic uncertainty. Our business did not suffer any crisis of decrease of demand during the economic disruptions that impacted Africa and Asia in 2020-2021. During the recent pandemic crisis of COVID-19, demand for our products continued to remain high.

Sourcing and Processing

We are dedicated to providing our customers with high quality, nutritious and healthy products and our production process is designed to achieve these goals:

Supply: In addition to the choice of excellent raw materials, at harvest time, we measure the quality and quantity of protein in the samples and ensure the absence of heavy metals, pesticide residues, and other harmful chemicals.

Reception: On delivery of the wheat, a representative sample undergoes a battery of analyzes ensuring compliance. From the pit, the wheat then undergoes a pre-cleaning to eliminate any large waste.

Cleaning: At this stage, the wheat undergoes a second cleaning which consists in eliminating the impurities (foreign seeds, straw, dust, etc.). The stone remover makes it possible to remove the stones by density difference.

The wheat is then wet in order to facilitate its grinding and the damaged grains or those whose color does not conform are removed using a machine equipped with a camera.

Grinding: The wheat thus prepared goes to the milling. This operation dissociates the bran and the floury part thanks to a succession of grinding and sieving. The various finished products are evaluated according to their grain size, protein level, humidity, color, etc. These analyzes are supplemented by use tests in the bakery, in particular to test the breadmaking. A series of sanitary analyzes is added to ensure the wholesomeness of each product in compliance with the required standards.

Conditioning: The various flours and semolina obtained are packaged in food packaging suitable for their good conservation. Each batch is strictly controlled to ensure compliance with specifications and standards in force.

Trading and Storage

FORAFRIC has a unique storage infrastructure in Morocco. The group has 2 units dedicated to storage and more than 250,000 tons of grain storage capacity in Morocco. This organization allows it to optimize and best meet the needs of all of its mills and to effectively manage the costs of its supply chain.

Two of our trading companies, Forafric and Cerelis aim to import and sell wheat. Cerelis is based in Morocco and dedicated to meeting the needs of the group for raw materials.

With the group’s main logistics infrastructure, our Finalog subsidiary, which is based in Casablanca, manages transport, handling and storage activities, with a capacity of 79,000 metric tons. The first multimodal platform (Road / Rail) is devoted 100% to cereals and is linked to the port of Casablanca by rail, Finalog has a daily reception capacity of 7,000 tons and 3,000 tons per day for delivery. Though most of its revenues are generated by the group, Finalog also rents part of its facilities to other companies.

Sustainable Growth

FAHL considers sustainable growth to be the pillar of its business management strategy, through which it consolidates its position as a benchmark business group in its areas of activity and as a sound, innovative, sustainable, responsible enterprise, committed to: (i) social well-being, diversity, environmental balance and social and economic progress; and (ii) tax responsibility, respect of human rights and prevention of corruption and other illegal conduct.

This entails developing a business model focusing on the generation of value, taking into consideration the interests of its human team, shareholders and investors, customers, suppliers, the media, the communities in which FAHL operates and the environment.

In this regard, FAHL looks beyond the exclusive goal of achieving financial yield and includes environmental, social and ethical criteria alongside economic variables in its decision-making processes.

FAHL thus undertakes, as an essential principle in its actions, the creation of a business model that is respectful of and sustainable for the environment and society overall and, while ensuring value, profitability and competitiveness, it promotes diversity, respect for human rights, tax responsibility and the prevention of corruption, thus contributing towards the progress of society and generating trust among our stakeholders.

Competition

The markets for our products are highly price competitive. Competition is based on a number of factors, including delivered price, product offering and quality, location, raw material procurement, production efficiency, brand recognition, nutritional profile, dietary trends, logistics and distribution capabilities, and customer service, including, in some cases, customer financing terms. FAHL faces competition in each of its businesses and has numerous competitors. Competition is based on a variety of factors, including price, raw material procurement, brand recognition, nutritional profile, dietary trends and distribution capabilities. Our major competitors in Morocco include: Moulins du Maghreb, Zine Cereales, Rica Maroc, Casagrains and Dari Couspate. In addition, other regional or international Agribusinesses may expand into our marketplaces increasing competition. We also face competition from changing technologies and industrial practices. We must continuously improve our production, storage and distribution efficiencies to remain competitive.

Impact of COVID-19

As we produce a staple food product, we did not suffer any severe negative impact on our sales due to COVID-19. The only change was on the seasonality of our sales and on the access to foreign currency in 2020.

The Parties to the Business Combination

Globis

Globis is a blank check company incorporated on August 21, 2020 (inception) as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On December 15, 2020, Globis consummated the IPO of 11,500,000 Units, including the issuance of 1,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $115 million. Each Unit consists of one share of Common Stock and one Warrant. Each Public Warrant entitles the holder to purchase one Public Share at an exercise price of $11.50 per share, subject to adjustment.

Simultaneously with the closing of the IPO, Globis consummated the Private Placement of (i) 4,188,889 Private Placement Warrants at a price of $0.75 per Private Placement Warrant to the Sponsors and (ii) 100,833 Private Placement Units at a price of $10.00 per Unit to a Sponsor, generating gross proceeds of $4,150,000. Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share.

Globis incurred $2,516,841 in transaction costs, including $2,300,000 of underwriting fees and $216,841 of other offering costs in connection with the IPO and the sale of the Private Placements. The underwriters in the IPO also received 402,500 equity participation shares. The underwriters agreed not to transfer, assign or sell any equity participation shares until the completion of Globis’ initial business combination.

Upon the closing of the IPO and the Private Placements, $116,150,000 ($10.10 per Unit) of the net proceeds of the sale of the Units in the IPO and certain of the proceeds from the sale of the Private Placements was placed in a trust account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by Globis meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by Globis, until the earlier of: (i) the completion of an initial business combination; and (ii) the distribution of the Trust Account. As of                   , 2022, there was approximately $ million held in the Trust Account.

Globis’ Units, Public Shares and Public Warrants are listed on Nasdaq under the symbols “GLAQU,” “GLAQ” and “GLAQW,” respectively. Globis’ principal executive offices are located at Globis Acquisition Corp., 7100 W. Camino Real, Suite 302-48, Boca Raton, FL 33433.

As of September 30, 2021, Globis has issued promissory notes in the aggregate amount of $700,000 to Globis SPAC LLC and its designees. In addition, $1,150,000 of indebtedness was incurred on December 10, 2021 in connection with the extension of the time that Globis needs to complete its initial business combination to March 15, 2022. Such date may be further extended to June 15, 2022, if Globis’ Board of Directors extends the period of time to consummate a business combination. The remainder of the indebtedness was incurred in connection with Working Capital Loans.

Upon the effectiveness of the Redomiciliation, Globis will become a Gibraltar public company limited by shares and will change its corporate name to “Forafric Global PLC” and all outstanding securities of Globis will convert to outstanding securities of New Forafric. Globis will apply for listing, to be effective at the time of the Business Combination, of New Forafric’s Ordinary Shares and warrants on Nasdaq under the proposed symbols “AFRI” and “AFRIW,” respectively.

FAHL

Forafric Agro Holdings Limited, a Gibraltar private company limited by shares, is a fully integrated agricultural processing company located in Morocco. See “— Overview.” FAHL is wholly-owned by the Seller.

The Seller

Lighthouse Capital Limited, a Gibraltar private company limited by shares, is the sole shareholder of FAHL. In addition to the equity securities in FAHL and, the Seller owns Millcorp Geneve SA,, a commodities trading business based in Switzerland which does not form part of the Business Combination. The Seller has its main office in Gibraltar, and much of its administrative functions are carried out in Gibraltar.

The Seller has a wide range of activities in the food and agriculture and soft commodities industry all over the world and mainly in Africa. The Seller is active in all stages from wheat import to finished product distribution.

The sole shareholder and ultimate beneficial owner of Lighthouse Capital Limited is Lighthouse Corporation PTC, as trustee of the Lighthouse Settlement. The Lighthouse Settlement is a discretionary trust of which Yariv Elbaz and his family are the named potential beneficiaries. The trustee, Lighthouse Corporation PTC Limited, controls the affairs of the trust.

The Proposals to be Submitted at the Stockholders Meeting

References in this section to “we,” “us,” “our” and other similar terms refer to Globis prior to the Redomiciliation and to New Forafric and its consolidated subsidiaries after giving effect to the Redomiciliation.

The following is a summary of the proposals to be submitted at the Stockholders Meeting of Globis. None of the Organization Documents Proposals, which will be voted upon on a non-binding advisory basis only, or the Adjournment Proposal is conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Stockholders Meeting.

Proposal 1: The Merger Proposal

As discussed in this proxy statement/prospectus, Globis will ask its stockholders to approve the Merger Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the Globis Board has unanimously approved the Merger Proposal. If approved and adopted, the Merger will become effective prior to the consummation of the Business Combination and will be effected by the filing of a certificate of merger with the Delaware Secretary of State and articles of merger with the Nevada Secretary of State. The Merger Proposal, if approved and adopted, will authorize Globis to merge with and into Globis Nevada, a wholly-owned subsidiary of Globis, with Globis Nevada surviving.

Upon the effectiveness of the Merger, Globis will continue its existence in the form of a Nevada corporation. Please read the section entitled “Proposal 1: The Merger Proposal” for further details.

Proposal 2: The Redomiciliation Proposal

As discussed in this proxy statement/prospectus, Globis will ask its stockholders to approve the Redomiciliation Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the Globis Board has unanimously approved the Redomiciliation Proposal. If approved, the Redomiciliation will become effective prior to the consummation of the Business Combination and will be effected by the filing of an application for establishing domicile in Gibraltar, along with all applicable notices, undertakings and other documents required to be filed, and filing an application to de-register with the Nevada Secretary of State. The Redomiciliation Proposal, if approved, will authorize a change of Globis Nevada’s jurisdiction of incorporation from the State of Nevada to Gibraltar. Accordingly, while Globis Nevada is currently governed by Nevada law, upon Redomiciliation, New Forafric will be governed by the Companies Act and the Re-domiciliation Regulations. There are differences between Nevada corporate law and Gibraltar corporate law as well as the Existing Organizational Documents and the Proposed Organizational Documents. Accordingly, we encourage stockholders to carefully consult the information set out below under the section entitled “Proposal 2: The Redomiciliation Proposal — Comparison of Shareholder Rights under the Applicable Corporate Law Before and After the Redomiciliation.”

On the effective date of the Redomiciliation and immediately prior to the consummation of the Business Combination, (i) the issued and outstanding Common Stock will convert automatically by operation of law, on a one-for-one basis, into Ordinary Shares; (ii) the issued and outstanding redeemable warrants that were registered pursuant to the IPO 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 of the applicable warrant agreement (no other changes will be made to the terms of any issued and outstanding Public Warrants as a result of the Redomiciliation); (iii) each issued and outstanding Unit of Globis not otherwise separated into the underlying Ordinary Shares of New Forafric and the corresponding Public Warrant will be cancelled and will entitle the holder thereof to one share of New Forafric’s Ordinary Shares and one redeemable warrant to acquire Ordinary Shares of New Forafric at an exercise price of $11.50 per share on the terms and subject to the conditions of the applicable warrant agreement; and (iv) the issued and outstanding warrants of Globis issued in the Private Placement will automatically become warrants to acquire Ordinary Shares of New Forafric at an exercise price of $11.50 per share on the terms and subject to the conditions of 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 Redomiciliation).

Upon the effectiveness of the Redomiciliation, Globis will continue its existence in the form of a Gibraltar public company limited by shares, herein referred as “New Forafric”, and will change its corporate name to “Forafric Global PLC” Please read the section entitled “Proposal 2: The Redomiciliation Proposal” for further details.

Proposal 3: The Business Combination Proposal

As discussed in this proxy statement/prospectus, Globis is asking its shareholders to approve the Business Combination Agreement, pursuant to which, at the Effective Time (as defined in the Business Combination Agreement) after completion of the Redomiciliation, New Forafric will acquire 100% of the equity interests of FAHL from Seller, its sole shareholder, with FAHL becoming a direct subsidiary of New Forafric as a result thereof. After consideration of the factors identified and discussed in the section entitled “Proposal 3: The Business Combination Proposal — Globis Board’s Reasons for the Approval of the Business Combination,” the Globis Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for Globis’ IPO, including that the businesses of FAHL had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Proposal 3: The Business Combination Proposal.”

Business Combination Consideration

In accordance with the terms and subject to the conditions of the Business Combination Agreement, Globis will effect the Business Combination with the Seller in exchange for the Seller receiving a combination of cash consideration and Ordinary Shares of New Forafric, which collectively, constitute the consideration for the Business Combination.

For further details, see “Proposal 3: The Business Combination Proposal — Business Combination Consideration.”

Closing Conditions

The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, the approval and adoption by Globis’ stockholders of the Business Combination Agreement and transactions contemplated thereby and the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement) that is continuing as of the Closing.

See the section entitled “Proposal 3: The Business Combination Proposal” for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination Proposal.

Proposal 4: The Equity Incentive Plan Proposal

Globis is proposing that its stockholders approve the Equity Incentive Plan which will become effective upon the Closing and will be used by New Forafric on a going-forward basis following the Closing. The Equity Incentive Plan Proposal is cross-conditioned on the approval of the other Condition Precedent Proposals. A summary of the Equity Incentive Plan is set forth in the section entitled “Proposal 3: The Equity Incentive Plan Proposal” of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex H.

Proposal 5: The Director Election Proposal

Globis is proposing that its stockholders elect six directors to serve on the New Forafric Board until the 2025 annual general meeting and until their respective successors are duly elected and qualified.

Proposal 6: The Charter Proposal

Globis is proposing that its stockholders approve the amendment and restatement of the Existing Organizational Documents in their entirety by the Proposed Organizational Documents of New Forafric, including authorization of the change in authorized share capital as indicated therein and the change of name of Globis to “Forafric Global PLC.” We encourage stockholders to carefully consult the information set out below under the section entitled “Proposal 6: The Charter Proposal” of this proxy statement/prospectus and a complete copy of the Memorandum and Articles of Association is attached hereto as Annex C.

Proposal 7: The Organizational Documents Proposals

Globis is proposing that its stockholders approve, on a non-binding advisory basis, three separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Existing Organizational Documents, under Delaware law, with the Proposed Organizational Documents, under the Companies Act and Re-domiciliation Regulations. The Globis Board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of New Forafric after the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we encourage stockholders to carefully consult the information set forth in the section entitled “Proposal 7: The Organizational Documents Proposals” and the full text of the Memorandum and Articles of Association of New Forafric, attached hereto as Annex C.

Proposal 8: The Nasdaq Proposal

Globis is proposing that its stockholders approve, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(a), the issuance of Ordinary Shares and securities convertible into or exchangeable for Ordinary Shares in connection with the Business Combination, and the Ordinary Shares issued in connection with the PIPE Investment, the conversion of the FAHL Bonds or the conversion of the FAHL Related Party Loans. For additional information, see “Proposal 8: The Nasdaq Proposal.”

Proposal 9: The Adjournment Proposal

Globis is proposing that if, based on the tabulated vote, there are not sufficient votes at the time of the Stockholders Meeting to authorize Globis to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved), the Globis Board may submit a proposal to adjourn the Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Proposal 9: The Adjournment Proposal.”

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Neither the Organizational Documents Proposals, which will be voted upon a non-binding advisory basis only, nor the Adjournment Proposal is conditioned upon the approval of any other proposal.

Globis Board’s Reasons for the Approval of the Business Combination

In evaluating the transaction with FAHL, the Globis Board consulted with our management and legal counsel as well as financial and other advisors, and the Globis Board considered and evaluated several factors. In particular, the Globis Board considered, among other things, the following factors, although not weighted or in any order of significance:

In addition to considering the factors described above, the Globis Board also considered that:

For a more complete description of the Globis Board’s reasons for approving the Business Combination and the factors and risks considered by the Globis Board, see the section entitled “Proposal 3: The Business Combination Proposal — Globis Board’s Reasons for the Approval of the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For additional information, see “Proposal 3: The Business Combination Proposal — Certain Agreements Related to the Business Combination.”

Organizational Structure

The diagrams below depict simplified versions of the current organizational structures of Globis and FAHL, respectively.

Globis (Current Structure)

FAHL (Current Structure)

The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Redomiciliation and the Business Combination.

Following the completion of the Business Combination, New Forafric Board will consist of six members: Saad Bendidi, Julien Benitah, Franco Cassar, James Lasry, Paul Packer, and Ira Greenstein. Please see the section entitled “Management of New Forafric Following the Business Combination.”

Ownership of Globis and New Forafric

As of the date of this proxy statement/prospectus, Globis has an aggregate of 15,050,833 shares of Common Stock issued and outstanding, and an aggregate of 15,789,722 Warrants issued and outstanding, which comprise the 4,289,722 Private Placement Warrants held by the Sponsors and the 11,500,000 Public Warrants. Each whole Warrant entitles the holder thereof to purchase one share of common stock and, following the Merger and the Redomiciliation, will entitle the holder thereof to purchase one Ordinary Share of New Forafric. Upon the consummation of the Merger and the Redomiciliation, Globis’ Common Stock will convert into Ordinary Shares of New Forafric, as further described herein.

It is anticipated that, upon completion of the Business Combination, (1) Globis’ Public Stockholders will own approximately 33.5% of the outstanding Ordinary Shares of New Forafric, (2) the Sponsor and Globis’ independent directors (excluding affiliates of the Sponsors and officers and directors of Globis participating in the FAHL Bonds) are expected to own approximately 9.2% of the outstanding Ordinary Shares of New Forafric, (4) the PIPE Investors will own 5.0% of the Ordinary Shares of New Forafric, (5) the FAHL Bond Holders will own 2.9% of the Ordinary Shares of New Forafric and (6) FAHL Related Party Loan Holders will own 4.2% of the Ordinary Shares of New Forafric. These percentages (i) assume no Public Stockholders exercise their Redemption Rights in connection with the Business Combination and (ii) do not take into account Public Warrants or Warrants issued in Private Placements to purchase Ordinary Shares of New Forafric that will be outstanding immediately following the Closing. If the actual facts are different than these assumptions, the percentage ownership retained by Globis’ existing stockholders in New Forafric will be different.

Proxy Solicitation

Proxies with respect to the Stockholders Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. Globis has engaged to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Stockholders Meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Stockholders Meeting — Revoking Your Proxy; Changing Your Vote.”

Quorum and Vote Required for Approval

A quorum of Globis stockholders is necessary to hold the Stockholders Meeting. The presence, in person or by proxy, at a Stockholders Meeting of the holders of shares of outstanding capital stock of Globis representing a majority of the voting power of all outstanding shares of capital stock of Globis entitled to vote at such meeting shall constitute a quorum for the Stockholders Meeting.

Each of the Condition Precedent Proposals must be approved in order for Globis to complete the Business Combination. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. None of the Organizational Documents Proposals, which will be voted upon a non-binding advisory basis only, or the Adjournment Proposal is conditioned upon the approval of any other proposal. The approval of the Business Combination Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal will require the affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Stockholders Meeting. The approval of the Merger Proposal, the Redomiciliation Proposal and the Charter Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Globis Common Stock, voting together as a single class. Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Stockholder Meeting. This means that the six director nominees who receive the most affirmative votes will be elected. If any of Condition Precedent Proposals fail to receive the required approval by the stockholders of Globis at the Stockholders Meeting, the Business Combination will not be completed.

Redemption Rights

Pursuant to the Existing Organizational Documents, a Public Stockholder may request of Globis that Globis redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Public Stockholders may seek to have their Public Shares redeemed by Globis, regardless of whether they vote for or against the Business Combination or any other Proposals and whether they held Public Shares as of the Record Date or acquired them after the Record Date. Any Public Stockholder who holds Public Shares of Globis on or before               , 2022 (two (2) business days before the Stockholders Meeting) will have the right to demand that his or her Public Shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $               million on               , 2022 and including anticipated additional interest through the Closing (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $               .. A Public Stockholder that has properly tendered his, her or its Public Shares for Redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such Public Shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be canceled and the tendered Public Shares will be returned to the relevant Public Stockholders as appropriate.

Globis Public Stockholders who seek to redeem their Public Shares must demand Redemption no later than 5:00 p.m., Eastern Time, on               , 2022 (two (2) business days before the Stockholders Meeting) by (a) submitting a written request to the Transfer Agent that Globis redeem such Public Stockholder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for Redemption if such Public Stockholder is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) with any other shareholder with respect to Common Stock of Globis and (c) delivering their Public Shares, either physically or electronically using DTC’s DWAC System, at the Public Stockholder’s option, to the Transfer Agent prior to the Stockholders Meeting. If a Public Stockholder holds the Public Shares in “street name”, such Public Stockholder will have to coordinate with his, her or its broker to have such Public Shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming Public Stockholder. In the event the Business Combination is not completed, this may result in an additional cost to Public Stockholders for the return of their shares.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 20% or more of Globis’ Public Shares. Accordingly, any shares held by a Public Stockholder or “group” in excess of such 20% cap will not be redeemed by Globis.

Pursuant to the Sponsor Letter Agreement, the Sponsor and officers and directors of Globis have waived all of their Redemption Rights and will not have Redemption Rights with respect to any Globis Shares owned by them, directly or indirectly.

Holders of the Public Warrants will not have Redemption Rights with respect to the Public Warrants.

For more information, see “Stockholders Meeting — Redemption Rights.”

Appraisal Rights

Neither holders of shares of Globis Common Stock nor holders of Globis’ warrants are entitled to appraisal rights in connection with the Merger, the Redomiciliation or the Business Combination.

Interests of Globis’ Directors and Officers and Others in the Business Combination

When you consider the recommendation of the Globis Board in favor of approval of the Business Combination Proposal, you should keep in mind that Globis’ directors and officers may have interests in such proposal that are different from, or in addition to, those of Globis stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

Globis’ directors and executive officers have agreed to vote all of their Common Stock in favor of the proposals being presented at the Stockholders Meeting and waive their redemption rights with respect to such Common Stock in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, Globis’ directors and executive officers beneficially own approximately 20% of the issued and outstanding Common Stock.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor Parties or their respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of such Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsors or their respective affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their Redemption Rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (1) a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Stockholders Meeting, are voted in favor of the Business Combination Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal, (2) holders of a majority of the outstanding shares of Globis Common Stock vote in favor of the Merger Proposal, the Redomiciliation Proposal, and the Charter Proposal, (3) the six directors named in the Director Election Proposal are elected to serve on the Board of Directors of New Forafric, (4) otherwise limit the number of Public Shares electing to redeem and (5) Globis’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the price of the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Stockholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be submitted at the Stockholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of Globis’ directors may result in a conflict of interest on the part of such director(s) between what he/she or they may believe is in the best interests of Globis and its stockholders and what he/she or they may believe is best for himself/ herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, Globis’ officers have interests in the Business Combination that may conflict with your interests as a stockholder.

Recommendation to Stockholders of Globis

The Globis Board has unanimously approved the Proposals.

The Globis Board unanimously recommends that stockholders:

The existence of any financial and personal interests of one or more of Globis’ directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Globis and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. See the section entitled “Proposal 3: The Business Combination Proposal — Interests of Globis’ Directors and Officers and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of such interests and potential conflicts of interest.

Sources and Uses of Funds for the Business Combination

The following tables summarize the estimated sources and uses for funding the Business Combination assuming (i) that none of Globis’ outstanding shares of Common Stock are redeemed in connection with the Business Combination (“No Redemptions”) and (ii) that 11,500,000 of Globis’ outstanding shares of Common Stock are redeemed in connection with the Business Combination (representing the maximum amount of public shares that can be redeemed (“Maximum Redemptions”). The number of shares of Common Stock redeemable assuming Maximum Redemptions assumes that the per share Redemption Price is $10.20; the actual per share Redemption Price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination.

Estimated Sources and Uses (No Redemptions, in millions)

Estimated Sources and Uses (Maximum Redemptions, in millions)

Material U.S. Federal Income Tax Consequences

For a description of the tax consequences for Public Stockholders exercising Redemption Rights in connection with the Business Combination, see the sections entitled “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Business Combination to Globis stockholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights” and “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Business Combination to Globis stockholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights.”

The tax consequences of the Redomiciliation are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Redomiciliation, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Redomiciliation, including with respect to Public Warrants, see “Proposal 3: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Business Combination to Globis stockholders.”