As filed with the Securities and Exchange Commission on February 15, 2022

Registration No. 333-262126

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Globis NV Merger Corp.

(Exact name of registrant as specified in its charter)

Nevada*	6770	85-2703418
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

7100 W. Camino Real, Suite 302-48

Boca Raton, Florida 33433

212-847-3248

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul Packer

Chief Executive Officer

7100 W. Camino Real, Suite 302-48

Boca Raton, Florida 33433

212-847-3248

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Mark S. Selinger, Esq. Daniel L. Woodard, Esq. McDermott Will & Emery LLP One Vanderbilt Avenue New York, New York 10017 Tel: (212) 547-5400 Fax: (212) 547-5444 Laurence S. Tauber Cohen Tauber Spievack & Wagner P.C. 420 Lexington Ave., Suite 2400 New York NY 10170-2499 Tel: (212) 586-5800 Fax: (212) 586-5095

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

* Immediately prior to the consummation of the Business Combination described in the proxy statement/prospectus, Globis NV Merger Corp. intends to effect a Redomiciliation in accordance with the applicable provisions of Nevada law and the Companies Act 2014 of the Laws of Gibraltar (the “Companies Act”) and the Companies (Re-domiciliation) Regulations 1996 of the Laws of Gibraltar (the “Re-domiciliation Regulations”), pursuant to which the jurisdiction of incorporation for Globis NV Merger Corp. will be changed from the State of Nevada to Gibraltar (the “Redomiciliation”). All securities being registered will be issued by the continuing entity following the Redomiciliation, which will be renamed “Forafric Global PLC” in connection with the Business Combination, as further described in the proxy statement/prospectus. As used in this proxy statement/prospectus, the term “registrant” refers to Globis Acquisition Corp. (a Delaware corporation) prior to the Merger and Redomiciliation and to New Forafric (a Gibraltar public company limited by shares) following the Merger and Redomiciliation. As used herein, “New Forafric” refers to Globis Acquisition Corp. as a Gibraltar public company limited by shares by way of continuation following the Merger and Redomiciliation and the Business Combination, which in connection with the Merger and Redomiciliation and simultaneously with the Business Combination, will change its corporate name to “Forafric Global PLC.”

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 15, 2022

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

GLOBIS ACQUISITION CORP.

PROSPECTUS FOR

49,845,317 ORDINARY SHARES AND

15,789,722 WARRANTS OF Globis NV Merger Corp.

(AFTER ITS REDOMICILIATION AS A PUBLIC COMPANY LIMITED BY SHARES INCORPORATED IN GIBRALTAR, WHICH WILL BE RENAMED “Forafric Global PLC” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

The board of directors of Globis Acquisition Corp., a Delaware corporation (“Globis”), has unanimously approved, and Globis has entered into, a securities purchase agreement, dated December 19, 2021 (as it may be further amended or supplemented from time to time, the “Business Combination Agreement”) which provides for the proposed Business Combination (as defined below) between Globis and Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (“FAHL”). As described in this proxy statement/prospectus, Globis’ stockholders are being asked to consider and vote upon (among other things) the Business Combination.

The Business Combination Agreement provides for the consummation of the following transactions (collectively, the “Business Combination”): (i) Globis will merge with and into Globis NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of Globis (“Globis Nevada”), with Globis Nevada surviving (the “Merger”); (ii) Globis Nevada will change its jurisdiction of incorporation by transferring by way of a redomiciliation and domesticating as a Gibraltar public company limited by shares (the “Redomiciliation”) and change its name to “Forafric Global PLC” (referred to herein as “New Forafric”); and (iii) immediately following the effectiveness of the Redomiciliation, New Forafric will acquire 100% of the equity interests in FAHL from the Lighthouse Capital Limited (“Seller”) and FAHL will become a direct subsidiary of New Forafric.

As a result of the Merger and the Redomiciliation and prior to the consummation of the Business Combination, (i) the issued and outstanding shares of Common Stock, par value $0.0001 per share (the “ Common Stock”), of Globis will convert automatically by operation of law, on a one-for-one basis, into ordinary shares, nominal value $0.001 per share, of New Forafric (the “Ordinary Shares”); (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 (the “IPO registration statement”) 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 (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 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 Redomiciliation); 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.

Accordingly, this prospectus covers 34,055,595 Ordinary Shares, 15,789,722 Ordinary Shares issuable upon exercise of warrants and 15,789,722 warrants to acquire Ordinary Shares. It is anticipated that, upon completion of the Business Combination, (1) Globis’ Public Stockholders will own approximately 33.2% of the outstanding Ordinary Shares of New Forafric, (2) the Seller will own 43.6% of the outstanding Ordinary Shares of New Forafric, (3) the Sponsors and Globis’ independent directors (excluding Ordinary Shares purchased by officers and directors of Globis participating in the FAHL Bonds) are expected to own approximately 9.1% of the outstanding Ordinary Shares of New Forafric, (4) the PIPE Investors will own 5.0% of the Ordinary Shares of New Forafric, which includes Ordinary Shares to be purchased by certain officers and directors of Globis, (5) the FAHL Bond Holders will own 3.7% 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 Private Placement Warrants to purchase Ordinary Shares of New Forafric that will be outstanding immediately following the completion of the Business Combination. If the actual facts are different than these assumptions, the percentage ownership retained by New Forafric’s existing stockholders in New Forafric will be different.

The following summarizes the pro forma ownership of Ordinary Shares of New Forafric following the Business Combination, including for the Seller those Ordinary Shares issuable upon the exchange of the Seller’s FAHL Equity Securities for Ordinary Shares, under two scenarios:

	Assuming No Redemptions					Assuming Maximum Redemptions(1)
	Shares		%			Shares		%
Globis’ Public Stockholders(1)		11,500,000		33.2	%		0		0.0	%
Sponsors and Independent Directors(2)(3)		3,148,333		9.1	%		3,148,333		13.3	%
Underwriter		402,500		1.2	%		402,500		1.7	%
Seller(4)		15,100,000		43.6	%		16,248,307		68.5	%
PIPE Investors(5)		1,726,140		5.0	%		1,182,461		5.0	%
FAHL Bond Holders(6)		1,269,841		3.7	%		1,269,841		5.4	%
FAHL Related Party Loan Holders(7)		1,445,164		4.2	%		1,445,164		6.1	%

(1)	Assumes that 11,500,000 Public Shares (the estimated maximum number of Public Shares that could be redeemed in connection with the Business Combination based on a per share redemption price of $10.20) are redeemed in connection with the Business Combination.
(2)	Includes 3,148,333 Ordinary Shares issued upon conversion of the existing Common Stock in connection with the Redomiciliation. The Ordinary Shares are issued upon the automatic conversion of Common Stock concurrently with the consummation of the Business Combination.
(3)	Excludes 1,005,291 Ordinary Shares issuable upon the conversion of the FAHL Bonds (as defined in the accompanying proxy statement/prospectus) purchased by certain affiliates of the Sponsors.
(4)	Assumes an amount of Remaining Cash (as defined in the Business Combination Agreement) at the Closing based on Remaining Cash as of September 30, 2021.
(5)	Pursuant to the terms of the PIPE Subscription Agreement, calculated as 4.99% of all issued and outstanding ordinary shares, after taking into account the completion of the Business Combination and related transactions.
(6)	Represents the number of Ordinary Shares issuable upon the conversion of the FAHL Bonds.
(7)	Represents the number of Ordinary Shares issuable upon the conversion of the FAHL Related Party Loans (as defined in the accompanying proxy statement/prospectus).

Globis’ units, Common Stock and warrants are currently listed on Nasdaq under the symbols “GLAQU,” “GLAQ” and “GLAQW,” respectively. 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.

This proxy statement/prospectus provides stockholders of Globis with detailed information about the Business Combination and other matters to be considered at the special meeting of stockholders of Globis. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. It also contains or references information about Globis and FAHL and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these proposals by the board of directors of Globis, you should keep in mind that the Sponsors and Globis’ directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder. For instance, the Sponsors and Globis’ officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidating Globis. See the section entitled “Proposal 3: The Business Combination Proposal — Interests of Globis’ Directors and Officers and Others in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 49 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated              , 2022 and

is first being mailed to Globis’ stockholders on or about                  , 2022.

GLOBIS ACQUISITION CORP.

7100 W. Camino Real, Suite 302-48,

Boca Raton, Florida 33433

To the Stockholders of Globis:

You are cordially invited to attend the special meeting of stockholders (the “Stockholders Meeting”) of Globis Acquisition Corp., a Delaware corporation (“Globis” and, after the Redomiciliation as described below, “New Forafric”), 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 all stockholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above. 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.

At the Stockholders Meeting, stockholders of Globis will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Business Combination Agreement, entered into as of December 19, 2021 (as may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among Globis, Lighthouse Capital Limited (“Seller”) and Forafric Agro Holdings Limited (“FAHL”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, following the Merger and the Redomiciliation of Globis Nevada (as defined below) to Gibraltar as described below, New Forafric (as defined below) 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 (the “Business Combination”). As a condition to closing the Business Combination, the board of directors of Globis has unanimously approved, and stockholders of Globis are being asked to consider and vote upon (i) a proposal to approve and adopt (the “Merger Proposal”) the merger of Globis with and into Globis NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of Globis (“Globis Nevada”), with Globis Nevada surviving (the “Merger”), and (ii) a proposal to approve and adopt (the “Redomiciliation Proposal”) a change of Globis Nevada’s jurisdiction of incorporation by deregistering as a corporation in the State of Nevada and transferring by way of continuation and redomiciliation as a public company limited by shares incorporated under the laws of Gibraltar (the “Redomiciliation”) and, in connection with the Redomiciliation and simultaneously with the consummation of the Business Combination, a change of its corporate name to “Forafric Global PLC” (referred to herein as “New Forafric”).

The total consideration to be paid to the Seller in the Business Combination will be (i) 15,100,000 Ordinary Shares, subject to reduction to the extent that the Closing Payment (as defined below) is less than $0, provided that the Seller may be issued up to 1,904,762 additional Ordinary Shares determined based on the amount of Remaining Cash (as defined in the Business Combination Agreement) at the Closing; plus (ii) an amount (the “Closing Payment”) equal to $20,000,000 minus the outstanding amount of all Funded Debt (as defined in the Business Combination Agreement) as of the Closing (other than Permitted Debt); provided that Seller may receive up to an additional $20,000,000 determined based on the amount of Remaining Cash (as defined in the Business Combination Agreement) at the Closing. The Closing Payment shall be funded by remaining funds in the Trust Account after giving effect to any Buyer Share Redemptions (as defined in the Business Combination Agreement) and the proceeds of any potential private placement financing. In addition, the Seller is also entitled to receive up to 2,000,000 Ordinary Shares (the “Earnout Shares”), subject to New Forafric achieving certain performance and share price thresholds prior to certain future dates, in each case as described in the Business Combination Agreement. The Seller will also be entitled to receive, as additional consideration, 20% of any cash proceeds received by New Forafric from the exercise of outstanding warrants.

As a result of the Merger and the Redomiciliation and prior to the consummation of the Business Combination, (i) the issued and outstanding shares of Common Stock, par value $0.0001 per share (the “ Common Stock”), of Globis will convert automatically by operation of law, on a one-for-one basis, into ordinary shares, nominal value $0.001 per share, of New Forafric (the “Ordinary Shares”); (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 (the “IPO registration statement”) 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 (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 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 Redomiciliation); 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. For further details, see “Proposal 1: The Merger Proposal” and “Proposal 2: The Redomiciliation Proposal.”

As conditions to closing the Business Combination and effecting the Merger and the Redomiciliation, you will also be asked to consider and vote upon, assuming the Business Combination Proposal, the Merger Proposal and the Redomiciliation Proposal are approved and adopted, (i) a proposal to approve and adopt the Forafric 2022 Long Term Employee Share Incentive Plan, or the Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex H (the “Equity Incentive Plan Proposal”); (ii) a proposal to elect six directors who, upon consummation of the Business Combination, will be the directors of New Forafric (the “Director Election Proposal”); (iii) a proposal to approve and adopt the proposed Memorandum and Articles of Association (as defined below) upon the Redomiciliation (the “Charter Proposal”); and (iv) a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635, 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 closing of the PIPE Investment, the conversion of the FAHL Bonds and the conversion of the FAHL Related Party Loans (the “Nasdaq Proposal”). The Business Combination will be consummated only if the Business Combination Proposal, the Merger Proposal, the Redomiciliation Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Charter Proposal and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Stockholders Meeting, or otherwise waived by the party for whose benefit such condition exists. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other.

In addition, you will be asked to consider and vote upon (i) on a non-binding advisory basis, certain material differences between Globis’ existing Amended and Restated Certificate of Incorporation (the “Existing Organizational Documents”) and the proposed new Memorandum and Articles of Association (the “Memorandum and Articles of Association”) of New Forafric upon the Redomiciliation (the “Organizational Documents Proposals”); and (ii) a proposal to approve the adjournment of 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, which is referred to herein as the “Adjournment Proposal.” The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully in its entirety.

In accordance with the terms and subject to the conditions of the Business Combination Agreement and assuming No Redemptions, at the Effective Time, (i) the Seller will receive (a) up to 17,004,762 Ordinary Shares in New Forafric, and (b) the Closing Payment, (ii) existing stockholders of Globis will retain 15,050,833 Ordinary Shares in New Forafric (iii) PIPE Investors will receive 1,712,245 Ordinary Shares sold through the PIPE Investment, (iv) holders of the FAHL Bonds will receive 1,269,841 Ordinary Shares in New Forafric upon the conversion of the FAHL Bonds, (v) holders of the FAHL Related Party Loans will receive 1,445,164 Ordinary Shares in New Forafric upon the conversion of the FAHL Related Party Loans and (vi) New Forafric will hold 100% of FAHL’s equity securities. For further details, see “Proposal 3: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”

In connection with the Business Combination, on December 31, 2021, Globis entered into a subscription agreement (the “PIPE Subscription Agreement”) with an “accredited investor” (as such term is defined in Rule 501 of Regulation D) (the “PIPE Investor”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investor will purchase Ordinary Shares of New Forafric in a private placement following the Redomiciliation and prior to the closing of the Business Combination. Pursuant to the PIPE Subscription Agreement, the PIPE Investor will purchase, at a purchase price of $10.50 per share, a number of Ordinary Shares (the “PIPE Shares”) that will be equal to the lesser of (i) 4.99% of all issued and outstanding ordinary shares, after taking into account the completion of the Business Combination and all ordinary shares issued pursuant to the FAHL Bonds (defined below) and other related subscription agreements, if any, and (ii) 1,904,761 ordinary shares (the “PIPE Investment”); accordingly, the maximum aggregate amount to be paid by the PIPE Investor for the PIPE Shares is approximately $20 million. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Business Combination. The closing of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The PIPE Subscription Agreement provide that Globis will grant the investors in the PIPE Investment certain customary registration rights and indemnification.

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. The FAHL Bonds are unsecured obligations of FAHL and are not transferable without the consent of FAHL (such consent not to be unreasonably withheld). Unless earlier converted or redeemed in accordance with the terms of the FAHL Bonds, the FAHL Bonds will mature and be redeemed on June 15, 2026. Interest shall accrue on the FAHL Bonds at a rate of 6% per annum and the Bond Investors are entitled to certain customary information rights. Pursuant to the current terms of the FAHL Bonds, upon consummation of the Business Combination, the FAHL Bonds will automatically convert into ordinary shares of New Forafric at a price per share that is a 10% discount to the PIPE Investment, subject to certain adjustments. The number of ordinary shares will be equal to the quotient that results from dividing the aggregate principal amount of the respective FAHL Bond by $9.45, subject to certain adjustments. The Bond Investors include affiliates Up and Up Capital, LLC and Globis SPAC LLC, the sponsors of Globis, who have subscribed for an aggregate principal amount of $9.5 million of the FAHL Bonds, convertible into approximately one million ordinary shares of New Forafric.

In connection with the proposed Business Combination, certain loans issued by parties affiliated with the Seller (the “FAHL Related Party Loans”) will be repaid at the Closing of the Business Combination; provided that up to $20 million of the FAHL Related Party Loans may be converted into Ordinary Shares of FAHL at a price of $10.50 per share at the option of the lender. As of September 30, 2021, the FAHL Related Party Loans had a balance of $15.2 million and thus were convertible into up to 1,445,164 Ordinary Shares. For further details, see “Certain Relationships and Related Person Transactions — FAHL Related Person Transactions — Related Party Loans.”

Common Stock was originally sold in the Globis IPO as a component of the Globis Units for $10.00 per unit. The Globis Units consist of one share of Common Stock and one Public Warrant. As of February 11, 2022, the closing price on Nasdaq of the Globis Units was $10.55 per unit, the closing price of the Common Stock was $10.18 per share and the closing price of the Public Warrants was $0.5049 per warrant. As stated herein, the purchase price per New Forafric Ordinary Share offered to the PIPE Investor and the holders of the FAHL Related Party Loans (upon the conversion of such loans) is $10.50 per share and the effective purchase price per New Forafric Ordinary Share offered to the Bond Investors, upon the conversion of the FAHL Bonds, is $9.45 per share.

Concurrently with the IPO, on December 15, 2020, Globis and the Sponsor Parties entered into the Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor Parties agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to his, her or its shares in Globis prior to the closing of the Business Combination (the date on which such closing occurs, the “Closing Date”), or the earlier termination of the Business Combination Agreement. For further details, see “Proposal 3: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”

Concurrently with the consummation of the Business Combination, Seller and the Sponsors will execute and deliver to New Forafric the Lock-Up Agreement, substantially in the forms attached to this proxy statement/prospectus as Annexes D and E, pursuant to which, among other things, the Seller and Sponsors will agree not to, subject to certain exceptions set forth in the Lock-Up Agreement, during the period commencing from the Closing and through the date that is 180 days from the date of the Closing (the “Lock-Up Period”): (i) sell, offer to sell, contract, or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any portion of New Forafric’s Ordinary Shares, or (ii) enter into any swap or other contract that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Ordinary Shares, whether any such transaction is to be settled by delivery of Ordinary Shares or such other equity securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Any waiver by New Forafric of the provisions of the Lock-Up Agreement requires the approval of a committee consisting of (a) Paul Packer and another individual designated by Paul Packer, and (b) two “independent” directors of Globis as of after the Closing, who shall be agreed to by each of Globis and FAHL before the Closing.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination (the date on which such closing occurs, the “Closing Date”), including the Memorandum and Articles of Association (as defined in the accompanying proxy statement/prospectus). See “Proposal 3: The Business Combination Proposal — Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Organizational Documents, a holder of Public Shares (“Public Stockholder”) may request that Globis redeem all or a portion of such stockholder’s Public Shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact VStock Transfer, LLC (the “Transfer Agent”), Globis’ transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public Stockholders may elect to redeem their Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Stockholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to the Transfer Agent, New Forafric will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Globis’ trust account established at the consummation of its initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of                 , 2022, this would have amounted to approximately $               per issued and outstanding Public Share. If a Public Stockholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The redemption takes place following the Redomiciliation and accordingly it is Ordinary Shares of New Forafric that will be redeemed immediately after consummation of the Business Combination. See “Stockholders Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, the Business Combination Agreement provides that the obligations of FAHL, the Seller and Globis to consummate the Business Combination are conditioned on, among other things, Globis having, after giving effect to the Business Combination and the transactions contemplated thereby, net tangible assets of at least $5,000,001 in accordance with Rule 3a51-1(g)(1) of the Exchange Act.

Globis is providing the accompanying proxy statement/prospectus and accompanying proxy card to Globis’ stockholders in connection with the solicitation of proxies to be voted at the Stockholders Meeting and at any adjournments of the special meeting. Information about the Stockholders Meeting, the Business Combination and other related business to be considered by Globis’ stockholders at the Stockholders Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Stockholders Meeting, all of Globis’ stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 49 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Globis has unanimously approved the Business Combination and unanimously recommends that stockholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Globis’ stockholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Globis, you should keep in mind that Globis’ directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Proposal 3: The Business Combination Proposal — Interests of Globis’ Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of 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 Organizational Documents Proposals are voted upon on a non-binding advisory basis. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Condition Precedent Proposals. 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 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 the 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.

Your vote is very important. Whether or not you plan to attend the Stockholders Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Stockholders Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Stockholders Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Stockholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Stockholders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Stockholders Meeting. If you are a stockholder of record and you attend the Stockholders Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GLOBIS’ TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDERS MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT.

On behalf of the board of directors of Globis, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Paul Packer

Chairman

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated              , 2022 and is first being mailed to stockholders on or about                , 2022.

ADDITIONAL INFORMATION

The accompanying document is the proxy statement of Globis for the Stockholders Meeting and the prospectus for the securities of New Forafric, the continuing Gibraltar public company limited by shares following the Redomiciliation. This registration statement and the accompanying proxy statement/prospectus is available without charge to stockholders of Globis upon written or oral request. This document and other filings by Globis with the Securities and Exchange Commission may be obtained by either written or oral request to Globis Acquisition Corp., 7100 W. Camino Real, Suite 302-48, Boca Raton, FL 33433 or by telephone at (212) 847-3248.

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the Proposals or the accompanying proxy statement/ prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Advantage Proxy (“             ”), our proxy solicitor, by calling (       )        -        , or banks and brokers can call collect at (        )        -       , or by emailing                . You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/ prospectus for further information.

Information contained on the Globis website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Stockholders Meeting, or no later than                , 2022.

GLOBIS ACQUISITION CORP.

7100 W. Camino Real, Suite 302-48

Boca Raton, FL 33433

NOTICE OF special meeting of stockholders

TO BE HELD ON            , 2022

TO THE STOCKHOLDERS OF GLOBIS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Stockholders Meeting”) of Globis Acquisition Corp., a Delaware corporation (“Globis” and, after the Redomiciliation as described below, “New Forafric”), will be held at 9 a.m., Eastern Time, on             , 2022, at the offices of McDermott Will & Emery located at One Vanderbilt Avenue, 45th 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 all stockholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our Amended and Restated Certificate of Incorporation. 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. You are cordially invited to attend the Stockholders Meeting, which will be held for the following purposes:

(1)	Proposal No. 1 — The Merger Proposal — To consider and vote upon a proposal to approve and adopt the merger of Globis with and into Globis NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of Globis (“Globis Nevada”), with Globis Nevada surviving (the “Merger”).
(2)	Proposal No. 2 — The Redomiciliation Proposal — To consider and vote upon a proposal to change the corporate structure and jurisdiction of incorporation of Globis Nevada by way of continuation from a corporation incorporated under the laws of the State of Nevada to a public company limited by shares incorporated under the laws of Gibraltar (the “Redomiciliation”). The Redomiciliation will be effected immediately prior to the consummation of the Business Combination (as defined below) by Globis Nevada filing 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. As used herein, “New Forafric” refers to Globis as a Gibraltar public company limited by shares by way of continuation following the Redomiciliation, which, in connection with the Redomiciliation and simultaneously with the consummation of the Business Combination, will change its corporate name to “Forafric Global PLC.” We refer to this proposal as the “Redomiciliation Proposal.” The form of the proposed Memorandum and Articles of Association of New Forafric to become effective upon the Redomiciliation, is attached to the accompanying proxy statement/ prospectus as Annex C.
(3)	Proposal No.3 — The Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination Agreement, entered into as of December 19, 2021 (as amended or supplemented from time to time, the “Business Combination Agreement”), by and among Globis, Lighthouse Capital Limited (“Seller”) and Forafric Agro Holdings Limited (“FAHL”), and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”). Pursuant to the Business Combination Agreement, among other things, Globis 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, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
(4)	Proposal No. 4 — The Equity Incentive Plan Proposal — To consider and vote upon the approval of the Equity Incentive Plan. We refer to this as the “Equity Incentive Plan Proposal.” A copy of the Equity Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex H.

(5)	Proposal No. 5 — The Director Election Proposal  — To consider and vote upon a proposal to elect six directors to serve on the board of directors of New Forafric (the “New Forafric Board”) until the 2025 annual general meeting and until their respective successors are duly elected and qualified. We refer to this as the “Director Election Proposal.”
(6)	Proposal No. 6 — The Charter Proposal — To consider and vote upon the approval of the amendment and restatement of the Existing Organizational Documents (as defined herein) in their entirety by the proposed new memorandum and articles of association (the “Memorandum and Articles of Association”) of New Forafric (a public company limited by shares domiciled in Gibraltar), assuming the Merger Proposal and the Redomiciliation Proposal is approved and adopted, and the filing with and acceptance by the Registrar of Companies in Gibraltar of the filing of the application for establishing domicile in Gibraltar in accordance with the Companies Act 2014 of the Laws of Gibraltar (the “Companies Act”) and the Companies (Re-domiciliation) Regulations 1996 of the Laws of Gibraltar (the “Re-domiciliation Regulations”), including authorization of the change in authorized share capital as indicated therein and the change of name of Globis to “Forafric Global PLC” in connection with the Business Combination. We refer to this as the “Charter Proposal.” A copy of the Memorandum and Articles of Association is attached to the accompanying proxy statement/prospectus as Annex C.
(7)	Proposal No. 7 — The Organizational Documents Proposals — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Memorandum and Articles of Association (collectively, the “Organizational Documents Proposals”), to approve the following material differences between the current Amended and Restated Certificate of Incorporation of Globis (the “Existing Organizational Documents”) and the Memorandum and Articles of Association (the “Proposed Organizational Documents”) of New Forafric:

(A)

Organizational Documents Proposal 7A — An amendment to change the authorized capital stock of Globis from (i) 100,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii) 100,000,000 ordinary shares, nominal value $0.001 per share, of New Forafric (the “Ordinary Shares”), and 1,000,000 preferred shares, nominal value $0.001 per share, of New Forafric (the “Preferred Shares”) (this proposal is referred to herein as “Organizational Documents Proposal 7A”);

(B)

Organizational Documents Proposal 7B — Certain other changes in connection with the replacement of Existing Organizational Documents with the Proposed Organizational Documents to be adopted as part of the Merger and the Redomiciliation, including (1) changing the post-Business Combination corporate name from “Globis Acquisition Corp.” to “Forafric Global PLC,” which is expected to occur after the Redomiciliation in connection with the Business Combination, (2) making New Forafric’s corporate existence perpetual and (3) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the board of directors of Globis believes are necessary to adequately address the needs of New Forafric after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal 7B”).

(8)

Proposal No. 8 — The Nasdaq Proposal — To consider and vote upon a proposal to approve, for the purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635, 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 and the conversion of the FAHL Related Party Loans (this proposal is referred to herein as the “Nasdaq Proposal”).

(9)

Proposal No. 9 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting of stockholders 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 special meeting of stockholders (this proposal is referred to herein as the “Adjournment Proposal”).

These Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ordinary shares of Globis at the close of business on            , 2022 (the “Record Date”) are entitled to notice of the Stockholders Meeting and to vote and have their votes counted at the Stockholders Meeting and any adjournments of the Stockholders Meeting.

After careful consideration, the board of directors of Globis has determined that the Proposals are fair to and in the best interests of Globis and its stockholders and unanimously recommends that the holders of Globis’ common stock entitled to vote with respect to each of the Proposals, vote or give instruction to vote “FOR” the Merger Proposal, “FOR” the Redomiciliation Proposal, “FOR” the Business Combination Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Charter Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal.

The existence of any 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. See the section entitled “Proposal 3: The Business Combination Proposal — Interests of Globis’ Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Organizational Documents, a holder of Globis common stock (“Public Shares”) that were registered pursuant to the initial public offering registration statement of Globis (“Public Stockholder”) may request 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:

(i)	(a) hold Public Shares, or (b) hold Public Shares through units, you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares;
(ii)	submit a written request to VStock Transfer, LLC, Globis’ transfer agent (the “Transfer Agent”), in which you (a) request that Globis redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and
(iii)	deliver your Public Shares to VStock Transfer, LLC, Globis’ transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Public Stockholders may seek to have their Public Shares redeemed by Globis, regardless of whether they vote for or against the Business Combination Proposal or any other Proposal and whether they held Globis common stock as of the Record Date or acquired them after the Record Date (“Redemption”). Any Public Stockholder who holds common stock of Globis on or before              , 2022 (two (2) business days before the Stockholders Meeting) will have the right to demand that his, her or its 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 of the Business Combination (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 who 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 shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant Public Stockholders as appropriate.

Globis 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 holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for Redemption if such holder is acting in concert or as a “group” (as defined in Section 13 d-3 of the Exchange Act) with any other stockholder with respect to common stock of Globis and (c) delivering their common stock, either physically or electronically using DTC’s deposit/withdrawal at custodian system (“DWAC”), at the holder’s option, to the Transfer Agent prior to the Stockholders Meeting. If you hold the shares in “street name”, you will have to coordinate with your broker to have your 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 stockholder. In the event the Business Combination is not completed, this may result in an additional cost to 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 defined 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.

Concurrently with the initial public offering of Globis, on December 15, 2020, Globis entered into the Sponsor Letter Agreement, pursuant to which, the Sponsor, officers and directors of Globis have waived all of their Redemption Rights and will not have Redemption Rights with respect to any Globis common stock owned by them, directly or indirectly. Holders of the warrants will not have redemption rights with respect to the warrants.

Each of 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 is interdependent upon the others and must be approved in order for Globis to complete the Business Combination contemplated by the Business Combination Agreement. If any of the Merger Proposal, the Redomiciliation Proposal, Business Combination Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, the Charter Proposal or the Nasdaq Proposal fails to receive the required approval by the stockholders of Globis at the Stockholders Meeting, the Business Combination will not be completed. The approval of 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 Organizational Documents Proposals are voted upon on a non-binding advisory basis. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal, the Redomiciliation Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, the Charter Proposal and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”). Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. 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 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 the 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.

Unless we are required to meet virtually to take necessary precautions due to COVID-19, all stockholders of Globis are cordially invited to attend the Stockholders Meeting in person. To ensure your representation at the Stockholders Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a stockholder of record of Globis common stock, you may also cast your vote in person at the Stockholders Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Stockholders Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Whether or not you plan to attend the Stockholders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/ prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Stockholders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Paul Packer, Chairman

                      , 2022

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT GLOBIS REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO GLOBIS’ TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE STOCKHOLDERS MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE stockholder. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “STOCKHOLDERS MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

FREQUENTLY USED TERMS	1
MARKET AND INDUSTRY DATA	7
TRADEMARKS AND SERVICE MARKS	7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	8
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	9
SELECTED HISTORICAL FINANCIAL INFORMATION OF GLOBIS	30
SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA OF FAHL	31
COMPARATIVE PER SHARE INFORMATION	33
QUESTIONS AND ANSWERS	34
RISK FACTORS	49
STOCKHOLDERS MEETING	57
PROPOSAL 1: THE MERGER PROPOSAL	62
PROPOSAL 2: THE REDOMICILIATION PROPOSAL	63
PROPOSAL 3: THE BUSINESS COMBINATION PROPOSAL	78
PROPOSAL 4: THE EQUITY INCENTIVE PLAN PROPOSAL	111
PROPOSAL 5: THE DIRECTOR ELECTION PROPOSAL	114
PROPOSAL 6: THE CHARTER PROPOSAL	115
PROPOSAL 7: THE ORGANIZATIONAL DOCUMENTS PROPOSALS	116
PROPOSAL 8: THE NASDAQ PROPOSAL	121
PROPOSAL 9: THE ADJOURNMENT PROPOSAL	122
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	123
COMPARATIVE PER SHARE INFORMATION	133
INFORMATION ABOUT GLOBIS	134
DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF GLOBIS PRIOR TO THE BUSINESS COMBINATION	139
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GLOBIS	147
DESCRIPTION OF NEW FORAFRIC’S SECURITIES	152
BENEFICIAL OWNERSHIP OF SECURITIES	159
INFORMATION ABOUT FAHL	160
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FAHL	171
EXECUTIVE COMPENSATION OF FAHL	181
MANAGEMENT OF NEW FORAFRIC FOLLOWING THE BUSINESS COMBINATION	185
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	190
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW FORAFRIC’S SECURITIES	193
SHAREHOLDER PROPOSALS AND NOMINATIONS	194
APPRAISAL RIGHTS	194
stockholder COMMUNICATIONS	194
LEGAL MATTERS	194
EXPERTS	194
DELIVERY OF DOCUMENTS TO stockholderS	194
TRANSFER AGENT	194
SUBMISSION OF PROPOSALS	195
ENFORCEABILITY OF CIVIL LIABILITY	195
WHERE YOU CAN FIND MORE INFORMATION	195
INDEX TO FINANCIAL STATEMENTS	F-1
ANNEX A BUSINESS COMBINATION AGREEMENT	A-1
ANNEX B EXISTING ORGANIZATIONAL DOCUMENTS OF GLOBIS	B-1
ANNEX C FORM OF NEW FORAFRIC’S MEMORANDUM AND ARTICLES OF ASSOCIATION	C-1
ANNEX D FORM OF SELLER LOCK-UP AGREEMENT	D-1
ANNEX E FORM OF SPONSOR LOCK-UP AGREEMENT	E-1
ANNEX F SPONSOR LETTER AGREEMENT	F-1
ANNEX G REGISTRATION RIGHTS AGREEMENT	G-1
ANNEX H FORAFRIC 2022 LONG TERM EMPLOYEE SHARE INCENTIVE PLAN	H-1

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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.

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“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 $12 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.

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“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 [  ], 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 Advantage Proxy, as proxy solicitor.

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“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.

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“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.

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“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:

1.	No Public Stockholders exercise their Redemption Rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on                , 2022 of $ . Please see the section entitled “Stockholders Meeting — Redemption Rights”;
2.	All FAHL equity securities are exchanged for Ordinary Shares. Please see the section entitled “Proposal 3: The Business Combination Proposal”;
3.	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;
4.	The PIPE Investors acquire at the Closing, in accordance with the Subscription Agreements, (A) assuming No Redemptions, an aggregate of 1,712,245 Ordinary Shares and (B) assuming Maximum Redemptions, an aggregate of 1,168,566 Ordinary Shares
5.	The FAHL Bond Holders acquire at the Closing, in accordance with the FAHL Bonds, 1,269,841 Ordinary Shares;
6.	The FAHL Related Party Loan Holders acquire at the Closing, in accordance with the FAHL Related Party Loans, 1,445,164 Ordinary Shares;
7.	None of the Ordinary Shares reserved for issuance under the Equity Incentive Plan has been issued; and
8.	None of the warrants to purchase Ordinary Shares have been exercised for Ordinary Shares.

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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.

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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:

● the benefits of the Business Combination;

● the future performance of, and anticipated financial impact on, New Forafric following the Business Combination;

● expansion plans and opportunities; and

● other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

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:

● the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

● the outcome of any legal proceedings that may be instituted against FAHL or Globis following announcement of the proposed Business Combination and transactions contemplated thereby;

● the inability to complete the Business Combination, including due to the failure to obtain approval of the Globis stockholders, the failure of Globis to retain sufficient cash in the Trust Account or find replacement cash to meet the requirements of the Business Combination Agreement or the failure to meet other conditions to closing in the Business Combination Agreement;

● the amount of redemption requirements made by Public Stockholders;

● the inability to maintain the listing of the Ordinary Shares of New Forafric on Nasdaq following the Business Combination;

● the risk that the proposed Business Combination disrupts current plans and operations;

● the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of New Forafric to grow and manage growth profitably and retain its key employees;  

● costs related to the Business Combination;

● the inability to develop and maintain effective internal controls;

● New Forafric’s ability to enter into new markets and success of acquisitions; and

● other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”

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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. 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 70 tons 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 other food and plant products (e.g.,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.

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FAHL has established itself as a leading wheat milling player in Morocco. It owns seven milling plants across Morocco (five of which are dedicated to common wheat and two are dedicated 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 2,200 tons 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 seven milling plants in Morocco, we improved our productivity over the past 3 years and reduced our industrial cost. We consider ourselves to be among the top 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.

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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.

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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 December 31, 2021, Globis has issued promissory notes in the aggregate amount of $2,600,000 to Globis SPAC LLC and its designees. $1,150,000 of such 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 “Summary of the Proxy Statement/Prospectus— Overview of FAHL.” FAHL is wholly-owned by the Seller.

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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.”

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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 — The Business Combination Agreement — 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.

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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.

A.

Organizational Documents Proposal 7A — An amendment to authorize the change in the authorized capital stock of Globis from (i) 100,000,000 Common Stock, and 1,000,000 Preferred Stock, par value $0.0001 per share, to (ii) 100,000,000 Ordinary Shares and 1,000,000 Preferred Shares of New Forafric; and

B.

Organizational Documents Proposal 7B — An amendment to authorize all other changes in connection with the replacement of Existing Organizational Documents with the Memorandum and Articles of Association to be adopted as part of the Redomiciliation (a copy of which is attached to this proxy statement/prospectus as Annex C), including (i) changing the post-Business Combination corporate name to “Forafric Global PLC” (which is expected to occur after the Redomiciliation in connection with the Business Combination), (ii) making New Forafric’s corporate existence perpetual and (iii) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Globis Board believes are necessary to adequately address the needs of New Forafric after the Business Combination.

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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.

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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:

	●	FAHL’s leadership position in the production and sale of a variety of wheat flours in Morocco,
	●	the FAHL strong leadership team, which will remain in place after the Business Combination;
	●	FAHL’s attractive valuation;
	●	FAHL’s strong financial performance;
	●	FAHL’s multi-pronged growth strategy;
	●	the terms of the Business Combination Agreement and the Related Agreements; and
	●	the results of the due diligence investigation conducted by Globis’ Board.
The Globis Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:
	●	the risk that future financial performance of FAHL may not meet the Globis Board’s expectations;
	●	uncertainties regarding the potential impacts of the COVID-19 pandemic and related economic disruptions on FAHL’s operations and demand for its services;
	●	Competitors in the food, agriculture and soft commodities industry;
	●	the risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe;
	●	the risks and costs to Globis’ business if the Business Combination is not completed;
	●	inability to pursue other potential transactions;
	●	the risk that Globis’ stockholders may fail to provide the respective votes necessary to effect the Business Combination;
	●	the risk that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Globis’ control;
	●	various other risks associated with the Business Combination, the business of Globis, and the business of FAHL described in the section entitled “Risk Factors.”

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.”

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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.

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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 33.2% 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 9.1% 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 3.7% 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.

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The following summarizes the pro forma ownership of Ordinary Shares of New Forafric following the Business Combination, including for the Seller those Ordinary Shares issuable upon the exchange of the Seller’s FAHL equity securities for Ordinary Shares of New Forafric, under two scenarios:

	Assuming No Redemptions					Assuming Maximum Redemptions(1)
	Shares		%			Shares		%
Globis’ Public Stockholders(1)		11,500,000		33.2	%		0		0.0	%
Sponsors and Independent Directors(2)(3)		3,148,333		9.1	%		3,148,333		13.3	%
Underwriter		402,500		1.2	%		402,500		1.7	%
Seller(4)		15,100,000		43.6	%		16,248,307		68.5	%
PIPE Investors(5)		1,726,140		5.0	%		1,182,461		5.0	%
FAHL Bond Holders(6)		1,269,841		3.7	%		1,269,841		5.4	%
FAHL Related Party Loan Holders(7)		1,445,164		4.2	%		1,445,164		6.1	%

(1)	Assumes that 11,500,000 Public Shares (the estimated maximum number of Public Shares that could be redeemed in connection with the Business Combination based on a per share redemption price of $10.20) are redeemed in connection with the Business Combination.
(2)	Includes 3,148,333 Ordinary Shares issued upon conversion of the existing Common Stock in connection with the Redomiciliation. The Ordinary Shares are issued upon the automatic conversion of Common Stock concurrently with the consummation of the Business Combination.
(3)	Excludes 1,005,291 Ordinary Shares issuable upon the conversion of the FAHL Bonds purchased by certain affiliates of the Sponsors.
(4)	Assumes an amount of Remaining Cash (as defined in the Business Combination Agreement) at the Closing based on Remaining Cash as of September 30, 2021.
(5)	Pursuant to the terms of the PIPE Subscription Agreement, calculated as 4.99% of all issued and outstanding ordinary shares, after taking into account the completion of the Business Combination and related transactions.
(6)	Represents the number of Ordinary Shares issuable upon the conversion of the FAHL Bonds.
(7)	Represents the number of Ordinary Shares issuable upon the conversion of the FAHL Related Party Loans.

The consideration paid to Seller in connection with the Business Combination is subject to adjustment to appropriately reflect the effect of any stock dividend, share capitalization, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event that shall have occurred (including any of the foregoing in connection with the Redomiciliation) prior to the Closing. For further details, see “Proposal 3: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”

The Stockholders Meeting

Date, Time and Place of Stockholders Meeting

The Stockholders Meeting will 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, and 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, to consider and vote upon the Proposals, including, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholders Meeting, each of the Condition Precedent Proposals have not been approved. As part of our precautions regarding 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.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

Globis has fixed the close of business on                 , 2022, as the Record Date for determining the Globis stockholders entitled to notice of and to attend and vote at the Stockholders Meeting.

As of the close of business on such date, there were 15,050,833 shares of Common Stock outstanding and entitled to vote. The Sponsors and Globis’ independent directors own 3,148,333 shares of Common Stock of Globis. Pursuant to the Sponsor Letter Agreement among Globis, the Sponsor and Globis’ directors and officers, (i) all shares of common stock owned by the Sponsors and Globis’ independent directors and (ii) any other common stock of Globis owned by the Sponsor or Globis’ officers and directors will be voted in favor of the Business Combination Proposal at the Stockholders Meeting.

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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:

(i)	(a) hold Public Shares, or (b) if you hold Public Shares through Units, you elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares;
(ii)	submit a written request to the Transfer Agent, in which you (a) request that Globis redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and
(iii)	deliver your Public Shares to the Transfer Agent, physically or electronically through DTC.

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.

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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 Sponsors, Globis’ officers and directors and Globis’ underwriters have agreed to waive their redemption rights with respect to their founder shares, placement shares or equity participation shares issued in connection with the completion of Globis’ initial business combination. The Sponsors, our officers and directors and Globis’ underwriters agreed to the waiver to induce potential targets to enter into a business combination. Such waivers are common in transactions of this sort and the Sponsors, our officers and directors and Globis’ underwriters did not view the waiver as separate from the business combination as a whole and did not receive separate consideration for the waiver.

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:

● If Globis does not complete an initial business combination transaction by March 15, 2022 (or June 15, 2022, if Globis’ Board of Directors extends the period of time to consummate a business combination), Globis will cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of the Globis Board and Globis’ remaining shareholders, dissolving and liquidating, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable laws. In such event, the 3,047,500 shares of Common Stock owned by the Sponsors and Globis’ independent directors would be worthless because, following the Redemption of the Public Shares, Globis would likely have few, if any, net assets and because the Sponsors and Globis’ independent directors have agreed, in the Sponsor Letter Agreement, to waive their rights to liquidating distributions from the Trust Account with respect to the shares of common stock if Globis fails to complete a Business Combination within the required period. The Sponsors purchased the shares of Common Stock prior to Globis’ IPO for an aggregate purchase price of $26,500, or approximately $0.001 per share. Such shares of Common Stock had an aggregate market value of approximately $31.0 million based upon the closing price on Nasdaq of $10.18 per share of Common Stock on February 11, 2022.

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● The Sponsors paid $3.14 million for 4,188,889 Private Placement Warrants to purchase Common Stock. Such Private Placement Warrants had an aggregate market value of approximately $2.1 million based upon the closing price on Nasdaq of $0.5049 per Public Warrant on February 11, 2022. Such Private Placement Warrants will expire worthless if an initial business combination is not consummated by March 15, 2022 (or June 15, 2022, if Globis Board extends the period of time to consummate a business combination).

● Up and Up Capital, LLC purchased an aggregate of 100,833 units (the “Placement Units”) at a purchase price of $10.00 per Private Placement Unit, or $1,008,333 in the aggregate, which each Private Placement Unit consists of one share of Common Stock and one redeemable warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Such Placement Units had an aggregate market value of approximately $1.1 million based upon the closing price on Nasdaq of $10.55 per Public Unit on February 11, 2022. The Common Stock will be worthless and the warrants will expire worthless if an initial business combination is not consummated by March 15, 2022 (or June 15, 2022, if Globis Board extends the period of time to consummate a business combination).

● Affiliates of the Sponsors, in aggregate, have purchased $9.5 million in FAHL Bonds and will acquire at the Closing, in accordance with the FAHL Bonds, 1,005,291 Ordinary Shares. Such Ordinary Shares had an aggregate market value of approximately $10.2 million based upon the closing price on Nasdaq of $10.18 per share of Common Stock on February 11, 2022.

● The Sponsors and Globis’ officers, directors or their affiliates have made Working Capital Loans prior to the Closing of the Business Combination in the amount of $2.6 million as of December 31, 2021, which may not be repaid if the Business Combination is not completed. It is likely that such amount will increase prior to the Closing of the Business Combination.

● The Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to the Public Stockholders rather than liquidating Globis.

● Paul Packer, Chief Executive Officer, Chief Financial Officer and director of Globis, is expected to be a director of New Forafric after the consummation of the Business Combination. As such, in the future, he may receive cash fees, stock options, stock awards or other remuneration that New Forafric Board determines to pay to its directors.

● Globis’ existing directors and officers will be eligible for continued indemnification and continued coverage under Globis’ directors’ and officers’ liability insurance after the Business Combination.

● In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to Globis if and to the extent any claims by a vendor for services rendered or products sold to Globis, or a prospective target business with which Globis has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay Globis’ tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under Globis’ indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

● Following completion of the Business Combination, the Sponsors, Globis’ officers and directors and their respective affiliates will be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial business combination (which will be the Business Combination should it occur), and repayment of any other loans, if any, and on such terms as to be determined by Globis from time to time, made by the Sponsor or certain of Globis’ officers and directors to finance transaction costs in connection with an intended initial business combination (which will be the Business Combination should it occur). If Globis fails to complete a Business Combination within the required period, the Sponsor and Globis’ officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.

● Pursuant to the Registration Rights Agreement, the Sponsors will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Ordinary Shares and warrants of New Forafric held by such parties.

● Given the differential in purchase price that the Sponsors paid for the founder shares as compared to the price of the units sold in Globis’ IPO and the substantial number of ordinary shares of New Forafric that the Sponsors will receive upon conversion of the founder shares in connection with the Business Combination, the Sponsors and its affiliates may realize a positive rate of return on such investments even if other Public Stockholders experience a negative rate of return following the Business Combination.

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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 Globis or Globis’ 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 being at least $5,000,001 in accordance with Rule 3a51-1(g)(1) of the Exchange Act.

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.

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Recommendation to Stockholders of Globis

The Globis Board has unanimously approved the Proposals.

The Globis Board unanimously recommends that stockholders:

● Vote “FOR” the Merger Proposal;

● Vote “FOR” the Redomiciliation Proposal;

● Vote “FOR” the Business Combination Proposal;

● Vote “FOR” the Equity Incentive Plan Proposal;

● Vote “FOR” the Director Election Proposal;

● Vote “FOR” the Charter Proposal;

● Vote “FOR” each of the Organizational Documents Proposals;

● Vote “FOR” the Nasdaq Proposal; and

● Vote “FOR” the Adjournment Proposal.

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)

Sources			Uses
Globis Cash Held in Trust(1)	$	117.3	Cash Consideration to Balance Sheet	$	129.4
PIPE Investment		18.0	Cash Consideration to Seller		12.1
FAHL Bonds		12.0	Transaction Fees(2)		5.8
Total Sources	$	147.3	Total Uses	$	147.3

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Estimated Sources and Uses (Maximum Redemptions, in millions)

Sources			Uses
Globis Cash Held in Trust(1)	$	117.3	Cash Consideration to Balance Sheet	$	18.5
PIPE Investment		12.3	Cash Consideration to Seller		-
FAHL Bonds		12.0	Transaction Fees(2)		5.8
			Shareholder Redemptions(3)		117.3
Total Sources	$	141.6	Total Uses	$	141.6

(1)	Represents the expected amount of the restricted investments and cash held in the Trust Account upon consummation of the Business Combination.
(2)	Represents the total estimated transaction fees and expenses incurred by Globis and FAHL as part of the Business Combination.
(3)	Assumes that the maximum number of shares of Common Stock that can be redeemed are redeemed.

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 Redomiciliation to Globis Stockholders,” “Proposal 3: The Business Combination Proposal — U.S. Holders Exercising Redemption Rights with Respect to Globis Common Stock” and “Proposal 3: The Business Combination Proposal — Non-U.S. Holders — Non-U.S. Holders Exercising Redemption Rights with Respect to Globis Common Stock.”

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 Redomiciliation to Globis Stockholders.”

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Regulatory Approvals

The Merger, the Redomiciliation, the Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with the Registrar of Companies of Gibraltar, Secretary of State of the State of Delaware and Secretary of State of the State of Nevada necessary to effectuate the Merger and the Redomiciliation and (ii) filings required with the SEC pursuant to the reporting requirements applicable to Globis, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to Globis’ stockholders. Based on the anticipated pro-forma voting power of New Forafric, no filings are required under the HSR Act in connection with the Business Combination; however, such a filing may be required to the extent the anticipated pro forma ownership changes. Globis must comply with applicable U.S. federal and state securities laws in connection with the Redomiciliation, including the filing with Nasdaq of a press release disclosing the Redomiciliation, among other things.

Emerging Growth Company

Globis is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Globis’ periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Globis has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Globis, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Globis’ financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Globis’ IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

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Summary of Risk Factors

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to:

Risks Relating to FAHL’s Business and New Forafric Following the Business Combination

● Severe adverse weather conditions may also result in crop failures or significantly reduced harvests, and increase the cost of raw materials, extensive property damage, extended business interruption, personal injuries and other loss and damage to FAHL’s business.

● FAHL’s business may be adversely affected by fluctuations in agricultural commodity and other raw material prices, transportation costs, energy prices, interest rates and foreign currency exchange rates.

● FAHL’s business may be adversely affected if it is unable to obtain sufficient quality raw materials.

● FAHL’s business is currently dependent upon a single supplier, which is an affiliate of the Seller, to obtain substantially all of its raw materials.

● The COVID-19 pandemic could have a material adverse impact on FAHL’s business, results of operations and financial condition.

● FAHL’s business may be adversely affected by disruptions in its distribution and logistical systems.

● FAHL’s business is vulnerable to the effects of supply and demand imbalances in the flour milling industry.

● FAHL’s business is subject to global and regional economic downturns and related risks.

● FAHL’s business is subject to economic, political and other risks of doing business globally and in emerging markets.

● FAHL’s business is subject to industry and other risks that could adversely affect our reputation and financial results, including, without limitation, spoilage, contamination, tampering or other adulteration of products, product liability claims and recalls and government regulation regarding matters such as food and feed safety, nutritional standards and genetically modified organism, and shifts in customer and consumer preferences.

● FAHL may be subject to significant liability that is not covered by insurance.

● A natural disaster, economic depression or other adverse events affecting Morocco where most of FAHL’s facilities and customers are located could adversely affect FAHL’s business.

● Legal claims, government investigations or other regulatory enforcement actions could subject FAHL to civil and criminal penalties.

● Litigation or legal proceedings could expose FAHL to significant liabilities and have a negative impact on FAHL’s reputation or business.

● FAHL’s business is subject to risks related to our ability to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.

● FAHL’s business is subject to risks related to growth, including, without limitation, its ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other business optimization initiatives.

● FAHL’s business is subject to risks related government regulation, including, without limitation, taxes, tariffs, duties, subsidies, import and export restrictions on agricultural commodities and commodity products and energy policies (including biofuels mandates), and obtaining necessary government permits and certifications.

● FAHL’s business face significant competition in each of FAHL’s businesses and FAHL has numerous competitors, some of which are larger and have greater financial resources than New Forafric will have after the Business Combination is effected.

● FAHL’s business is subject to risks related to data security and its ability to protect its intellectual property.

● FAHL’s business requires significant amounts of capital to operate our business and fund capital expenditures and if New Forafric in unable to generate sufficient cash flows or raise sufficient external financing to fund these activities and working capital after the Business Combination, New Forafric’s operations and growth may be adversely affected.

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● New Forafric’s ability to be successful following the Business Combination will depend upon the efforts of the New Forafric Board and FAHL’s key personnel and the loss of such persons could negatively impact the operations and profitability of New Forafric’s business following the Business Combination.

Risks Relating to the Business Combination and Globis

● Globis’ stockholders will experience dilution due to the issuance to the Seller of securities entitling it to a significant voting stake in New Forafric.

● A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Common Stock to drop significantly, even if New Forafric’s business is doing well.

● Because FAHL will become a publicly traded company through a business combination as opposed to an underwritten public offering, no underwriter has conducted due diligence in connection with the business combination, and while sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering.

● New Forafric will be a holding company and its only material asset after completion of the Business Combination will be its interest in FAHL, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes and pay dividends.

● FAHL may become a “controlled company” within the meaning of the rules of Nasdaq and, as a result, may qualify for, and may rely on, exemptions from certain corporate governance requirements.

● New Forafric may become a “foreign private issuer” and may choose to take advantage of the reduced reporting requirements applicable to foreign private issuers.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF GLOBIS

Globis is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. Globis’ condensed balance sheet data as of December 31, 2021 and 2020 and the statement of operations data for the year ended December 2021 and for the period from August 21, 2020 (inception) through December 31, 2020 are derived from Globis’ audited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with Globis’ financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Globis” contained elsewhere in this proxy statement/prospectus. Globis’ historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

(in thousands, except share and per share data)

Income Statement Data:	Year Ended December, 2021			For the Period from August 21, 2020 (Inception) Through December 31, 2020
Revenue	$	—		$	—
Loss from operations		(2,679	)		(90	)
Interest income		8			—
Net loss		(2,671	)		(90	)
Basic and diluted net loss per share, redeemable common stock		(0.18	)		(0.02	)
Weighted average shares outstanding, basic and diluted, redeemable common stock		11,500,000			1,520,661
Basic and diluted net loss per share, non-redeemable common stock		(0.18	)		(0.02	)
Weighted average shares outstanding – basic and diluted, non-redeemable common stock		3,550,833			2,658,912

Balance Sheet Data:	As of December 31, 2021			As of December 31, 2020
Total current assets	$	119		$	485
Trust account		117,308			116,150
Total assets		117,427			116,635
Total liabilities		3,528			66
Value of common stock subject to redemption		117,300			116,150
Stockholders’ (deficit) equity		(3,401	)		420

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SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA OF FAHL

The following tables summarize FAHL’s consolidated financial data. The summary consolidated statement of operations data for the years ended December 31, 2020 and 2019 and the summary consolidated balance sheet data as of December 31, 2020 and 2019 are derived from FAHL’s audited consolidated financial statements that are included elsewhere in this proxy statement/prospectus. The data for the nine months ended September 30, 2021 and 2020 has been derived from FAHL’s unaudited condensed consolidated financial statements, which is included elsewhere in this proxy statement/prospectus.

The summary historical financial data below also includes references to EBITDA, which is a non-GAAP financial measure. A non-GAAP financial measure is a performance metric that departs from GAAP because it excludes earnings components that are required under GAAP. FAHL defines EBITDA as net income (loss) adjusted for (i) net interest expense, (ii) tax expense, and (iii) depreciation and amortization. Other companies may define non-GAAP financial measures differently and, as a result, FAHL’s non-GAAP financial measures may not be directly comparable to those of other companies. Therefore, these measures should not be considered in isolation or as an alternative to net loss or other measures of financial performance or liquidity under GAAP. The presentation of non-GAAP financial measures provides additional information to investors regarding FAHL’s results of operations that management believes is useful for trending, analyzing and benchmarking the performance and value of FAHL’s business.

Our historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. You should read the summary historical financial data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FAHL” and the financial statements and related notes included elsewhere in this proxy statement/prospectus.

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	Nine months ended						Year ended
	September 30,			September 30,			December 31			December 31
In thousands of USD	2021			2020			2020			2019
Revenues	$	185,517		$	145,938		$	196,596		$	183,209
Cost of sales		157,202			119,130			156,188			147,498
Gross profit		28,315			26,808			40,408			35,711
Operating expenses:
Selling, general and administrative expenses		24,415			19,735			30,517			31,733
Total operating expenses		24,415			19,735			30,517			31,733
Operating income		3,900			7,073			9,891			3,978
Other expense (income):
Interest income		(282	)		(2	)		(3	)		(5	)
Interest expense		7,387			5,399			6,847			9,432
Foreign Exchange loss		1,004			1,734			3,043			141
Total other expense		8,109			7,131			9,887			9,568
(Loss) Income before income taxes		(4,209	)		(58	)		4			(5,590	)
Income tax (benefit) expense		(831	)		1,407			143			2,509
Net loss		(3,378	)		(1,465	)		(139	)		(8,099	)
Net income (loss) attributable to non-controlling interest		158			-			(29	)		-
Net loss attributable to the Company	$	(3,536	)	$	(1,465	)	$	(110	)	$	(8,099	)
Loss per common share - basic and diluted	$	(0.03	)	$	(396.98	)	$	(0.03	)	$	(2,194.85	)
Weighted average number of shares outstanding - basic and diluted		120,000,000			3,690			3,620,017			3,690
Net loss		(3,378	)		(1,465	)		(139	)		(8,099	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(1,373	)		(2,660	)		5,774			535
Total other comprehensive (loss) income		(1,373	)		(2,660	)		5,774			535
Comprehensive (loss) income		(4,751	)		(4,125	)		5,635			(7,564	)
less: Comprehensive income (loss) attributable to non-controlling interest		55			-			(29	)		-
Comprehensive (loss) income attributable to the Company	$	(4,806	)	$	(4,125	)	$	5,664		$	(7,564	)
EBITDA Calculation
Net loss		(3,378	)		(1,465	)		(139	)		(8,099	)
Interest expense, net		7,105			5,397			6,844			9,427
Income tax (benefit) expense		(831	)		1,407			143			2,509
Depreciation and amortization		3,633			3,632			4,971			5,045
EBITDA		6,529			8,971			11,819			8,882
% revenues		3.5	%		6.1	%		6.0	%		4.8	%

	September 30,		September 30,			December 31		December 31
Balance sheet	2021		2020			2020		2019
Assets	$	300,763	$	268,104		$	234,578	$	212,577
Liabilities	$	247,769	$	346,312		$	182,584	$	286,660
Equity (Deficit)	$	52,994	$	(78,208	)	$	51,994	$	(74,083	)

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COMPARATIVE PER SHARE INFORMATION

The following table sets forth the historical comparative per share information of Globis, on a stand-alone basis and the unaudited pro forma combined per share information after giving effect to the Business Combination, assuming no redemptions and maximum redemptions.

The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2021.

The information in the following table should be read in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Globis and FAHL and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the period presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Globis and FAHL would have been had the companies been combined during the periods presented.

The following table sets forth:

● unaudited pro forma per share information of the combined company assuming two redemption scenarios as follows:

● The No Redemptions scenario assumes that no Globis stockholders elect to redeem their shares of common stock for a pro rata portion of cash in the Trust Account in connection with the Business Combination, and thus the full amount held in the Trust Account as of the Closing is available for the Business Combination.

● The Maximum Redemptions scenario assumes that Globis’ stockholders redeem 11.5 million shares at $10.20 per share, for an aggregate payment of approximately $117.3 million of their shares of common stock for a pro rata portion of cash in the Trust Account in connection with the Business Combination.

							Pro Forma Combined
	Globis			FAHL			No Redemptions			Maximum Redemptions
Year Ended December 31, 2021 (Globis) and Twelve Months Ended September 30, 2021 (FAHL)
Net loss		(2,671	)		(2,052	)		(9,603	)		(9,603	)
Stockholders’ (deficit) equity		(3,401	)		52,994			195,262			84,303
Weighted average shares outstanding – basic and diluted		15,050,833			—			34,591,978			23,696,606
Net loss per share – Basic and diluted		(0.18	)		N/A			(0.28	)		(0.41	)
Book value per share (1)		(0.23	)		N/A			5.64			3.56
Cash dividends per share – basic and diluted		—			—			—			—

(1) Book value per share = (Total shareholders’ equity / shares outstanding)

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QUESTIONS AND ANSWERS

Q.	Why am I receiving this proxy statement/prospectus?
A.	You are receiving this proxy statement/prospectus in connection with the Stockholders Meeting of Globis’ stockholders. Globis is holding the Stockholders Meeting to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q.	What is being voted on at the Stockholders Meeting?
A.	Globis’ stockholders are being asked to consider and vote upon the Merger Proposal to approve and adopt the Merger. 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 NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of Globis, with Globis NV Merger Corp. surviving. See the section entitled “Proposal 1: The Merger Proposal.” Globis’ stockholders are being asked to consider and vote upon the Merger Proposal and the Redomiciliation Proposal to change the corporate structure and domicile of Globis by way of a merger whereby the corporation will merge with and into a corporation incorporated under the laws of Nevada. Immediately after the Merger, Globis will seek to effect a continuation from such corporation to a public company limited by shares incorporated under the laws of Gibraltar. The Redomiciliation will be effected by Globis filing 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 and all outstanding securities of Globis will convert to outstanding securities of New Forafric, as described in more detail in this proxy statement/prospectus. In connection with the Redomiciliation, and simultaneously with the Business Combination, Globis Nevada will change its corporate name to “Forafric Global PLC.” The Redomiciliation will become effective immediately prior to the completion of the Business Combination. The form of the proposed Memorandum and Articles of Association of New Forafric is attached to this proxy statement/prospectus as Annex C. See the sections entitled “Proposal 1: The Merger Proposal.” and “Proposal 2: The Redomiciliation Proposal.”
	Globis’ stockholders are also being asked to consider and vote upon the Business Combination Proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Agreement provides that, among other things, Globis 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. Shareholder approval of the Business Combination Agreement and the transactions contemplated thereby is required by the Business Combination Agreement and the Amended and Restated Certificate of Incorporation. A copy of the Business Combination Agreement is attached to this proxy statement/ prospectus as Annex A and Globis encourages its shareholders to read it in its entirety. See the section entitled “Proposal 3: The Business Combination Proposal.”
	Globis’ stockholders are also being asked to consider and vote upon the Equity Incentive Plan Proposal to adopt the Equity Incentive Plan. Among other things, the Equity Incentive Plan, which would become effective upon the completion of the Business Combination, is intended to maintain and strengthen New Forafric’s ability to attract and retain key employees, directors, consultants and certain other individuals providing services to New Forafric and to motivate them to remain focused on long-term shareholder value. See the section entitled “Proposal 4: The Equity Incentive Plan Proposal.” A copy of the Equity Incentive Plan is attached to this proxy statement/ prospectus as Annex H, and Globis encourages its shareholders to read the plan in its entirety.

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Globis’ stockholders are also being asked to consider and vote upon the amendment and restatement of the Existing Organizational Documents in their entirety by the new Memorandum and Articles of Association, assuming the Merger Proposal and the Redomiciliation Proposal are approved and adopted, and the filing with and acceptance by the Gibraltar Companies Registrar in accordance with the Companies Act and Re-domiciliation Regulations, including the authorization of the change in authorized share capital as indicated therein and the change of name of Globis to “Forafric Global PLC” in connection with the Business Combination. The new Memorandum and Articles of Association of New Forafric is attached hereto as Annex C and Globis encourages its shareholders to read it in its entirety. See the section entitled “Proposal 6: The Charter Proposal.”

Globis’ stockholders are also being asked to consider and vote upon a non-binding advisory basis] the Organizational Documents Proposals to approve certain material differences between the Existing Organizational Documents and the Proposed Organizational Documents of New Forafric (a public company limited by shares incorporated in Gibraltar), assuming the Charter Proposal is approved and adopted. See the section entitled “Proposal 7: The Organizational Documents Proposals.”

Globis’ stockholders are also being asked to consider and vote upon the Nasdaq Proposal. Our Units, Public Shares, and Public Warrants are listed on Nasdaq and, as such, we are seeking shareholder approval for the purposes of complying with the applicable provisions of the Nasdaq Listing Rule 5635 of 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 and the conversion of the FAHL Related Party Loans. See the section entitled “Proposal 8: The Nasdaq Proposal.”

Globis’ stockholders are also being asked to consider and vote upon the Adjournment Proposal to adjourn the Stockholders Meeting to a later date or dates, including, if necessary, to permit further solicitation and vote of proxies if it is determined by Globis that more time is necessary or appropriate to approve one or more Proposals at the Stockholders Meeting. See the section entitled “Proposal 9: The Adjournment Proposal.”

The presence, in person or by proxy, of Globis stockholders representing a majority of the issued and outstanding Common Stock on the Record Date and entitled to vote on the Proposals to be considered at the Stockholders Meeting will constitute a quorum for the Stockholders Meeting.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q.

Are the Proposals conditioned on one another?

A.

Each of 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 is interdependent upon the others and must be approved in order for Globis to complete the Business Combination. 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 Organizational Documents Proposals are voted upon on a non-binding advisory basis. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Condition Precedent Proposals 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 the 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.

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Q.	Why is Globis proposing the Redomiciliation?
A.	Our Board believes that there are significant advantages to New Forafric that will arise as a result of being domiciled in Gibraltar, including (i) being redomiciled in Gibraltar will create operational efficiencies for the combined company due to the fact that FAHL is a Gibraltar private company limited by shares and its subsidiaries are all located outside the United States and (ii) the elimination of our obligation to pay the annual Delaware franchise tax and the expected savings as a result of not having a franchise tax. FAHL required that Globis redomicile in the state of Gibraltar in order to enter into the Business Combination Agreement. See “Proposal 2: The Redomiciliation Proposal” for a further discussion of these factors.
Q.	What is involved with the Redomiciliation?
A.	The Redomiciliation will require Globis Nevada to file certain documents in both the State of Nevada and Gibraltar. At the effective time of the Redomiciliation, which will be the Closing Date, Globis Nevada will cease to be a corporation incorporated under the laws of the State of Nevada and in connection with the Business Combination, Globis Nevada will continue as a Gibraltar public company limited by shares and, simultaneously with the Business Combination, will change its corporate name to “Forafric Global PLC.” The Certificate of Incorporation will be replaced by the proposed Memorandum and Articles of Association and your rights as a shareholder will cease to be governed by Nevada law and will be governed by the laws of Gibraltar.
Q.	When do you expect that the Redomiciliation will be effective?
A.	The Redomiciliation is expected to become effective immediately prior to the completion of the Business Combination.
Q.	How will the Redomiciliation affect my securities of Globis?
A.	Pursuant to the Redomiciliation and the Business Combination and without further action on the part of Globis’ stockholders, each outstanding share of Common Stock will convert to one outstanding Ordinary Share of New Forafric. Although it will not be necessary for you to exchange your certificates representing Common Stock after the Redomiciliation, New Forafric will, upon request, exchange your Globis share certificates for the applicable number of New Forafric’s Ordinary Shares, and all certificates for securities issued after the Redomiciliation will be certificates representing securities of New Forafric.

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Q.	What are the material U.S. federal income tax consequences of the Business Combination to Holders of Globis Shares and Warrants?
A.	As described more fully under the section entitled “Proposal 3: The Business Combination Proposal – U.S. Federal Income Tax Treatment of Forafric Global – U.S. Federal Income Tax Considerations of the Business Combination,” the parties have structured the Business Combination to meet the relevant requirements provided in U.S. tax law to qualify the Business Combination as a tax-free reorganization (a “reorganization”) within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) to U.S. Holders (as defined below) of Globis Shares and/or Warrants. However, since there is currently insufficient authority from the Internal Revenue Service that is factually on point with the Business Combination regarding satisfaction of all of the requirements under U.S. tax law allowing such tax-free treatment, the parties to the Business Combination can provide no assurance that treatment as a tax-free reorganization will result for the exchanging stockholders. Accordingly, there are significant factual and legal uncertainties as to whether the Business Combination will qualify as a reorganization within the meaning of Code Section 368. In addition, Section 367(a) of the Code and the Treasury regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders to qualify for tax-deferred treatment with respect to the exchange of Globis Common Stock and/or Globis Warrants in the Business Combination. The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Business Combination for U.S. Holders of Globis Shares and/or Warrants, including the application of Section 367(a) of the Code, see the section entitled “Proposal 3: The Business Combination Proposal –U.S. Federal Income Tax Considerations of the Business Combination.” If you are a U.S. Holder whose Globis Shares and/or Warrants are exchanged in the Business Combination, you are urged to consult your tax advisor to determine the tax consequences thereof. The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Proposal 3: The Business Combination Proposal –U.S. Federal Income Tax Considerations of the Business Combination.”
Q.	What are the material U.S. federal income tax consequences to Holders of Globis Shares that exercise their Redemption Rights?
A.	Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled “Proposal 3: The Business Combination Proposal –U.S. Federal Income Tax Considerations of the Business Combination” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q.	Why is Globis proposing the Business Combination?
A.	Globis was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. Since Globis’ organization, the Globis Board has sought to identify suitable candidates in order to effect such a transaction. In its review of FAHL, the Globis Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Globis Board has determined that the Business Combination presents a highly-attractive business combination opportunity and is in the best interests of Globis stockholders. The Globis Board believes that, based on its review and consideration, the Business Combination with FAHL presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Business Combination Agreement and the Amended and Restated Certificate of Incorporation, as well as to comply with Nasdaq Listing Rule 5635.
	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, the Sponsors and Globis’ officers also have interests in the Business Combination that may conflict with your interests as a stockholder and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidating Globis. See the section entitled “Proposal 3: The Business Combination Proposal — Interests of Globis’ Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

37

Q.	What will happen in the Business Combination?
A.	The Business Combination consists of a series of transactions pursuant to which (i) Globis will complete the Redomiciliation and (ii) Globis will acquire 100% of the equity interests of FAHL from Seller, with Globis continuing to operate as New Forafric. Upon the completion of the Redomiciliation and the Business Combination, each issued and outstanding share of Common Stock of Globis will become an Ordinary Share, and each issued and outstanding Warrant to purchase shares of Common Stock of Globis will become a warrant to purchase an equal number of Ordinary Share of New Forafric.
Q.	What consideration will the Seller receive in connection with the Business Combination?
A.	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 a combination of cash consideration and newly-issued Ordinary Shares of New Forafric. For further details, see “Proposal 3: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”
Q.	What equity stake will current Globis stockholders and the Seller hold in New Forafric immediately after the completion of the Business Combination?
A.	Upon the completion of the Business Combination (assuming, among other things, that no Globis stockholders exercise Redemption Rights with respect to their ordinary shares upon completion of the Business Combination and the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”), the current holders of Globis Common Stock are expected to own Ordinary Shares of New Forafric representing approximately     % of the voting power of New Forafric.
	If any of Globis’ stockholders exercise their Redemption Rights, the percentage of New Forafric’s outstanding voting stock held by the current holders of Globis Common Stock will decrease and the percentage of New Forafric’s outstanding voting stock held by the Seller will increase, in each case relative to the percentage held if none of the Globis Common Stock are redeemed.
	The relative percentage above is for illustrative purposes only and is based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages.”
	Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.
Q.	Did the Globis Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.	No. The Globis Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Globis’ officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Globis’ advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Globis Board in valuing FAHL’s business and assuming the risk that the Globis Board may not have properly valued such business.

38

Q.	What will the Seller and Globis receive in connection with the Business Combination?
A.	In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) the Seller will receive (a) up to 17,004,762 Ordinary Shares in New Forafric, and (b) the Closing Payment,, and (ii) New Forafric will receive equity interests in FAHL For further details, see “Proposal 3: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”
Q.	What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A.	Following the closing of our IPO, an amount equal to $116,150,000 ($10.10 per unit) of the net proceeds from our IPO and certain of the proceeds from the sale of the Private Placements was placed in the Trust Account. At                , $                 was held in the Trust Account for the purposes of consummating an initial business combination (which will be the Business Combination should it occur). These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination) or (2) the redemption of all of the public shares if we are unable to complete a business combination by March 15, 2022 (or June 15, 2022 if such date is extended), subject to applicable law.
	If our initial business combination (which will be the Business Combination should it occur) is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination (which will be the Business Combination should it occur) or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of New Forafric, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”
Q.	What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?
A.	Our Public Stockholders are not required to vote “AGAINST” the Business Combination in order to exercise their Redemption Rights, although redemption is only available if the Business Combination is consummated. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.
	If a Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. If a substantial number of Public Stockholders exercise their redemption rights, but choose to exercise their retained warrants once they become exercisable, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional New Forafric Ordinary Shares are issued.
	The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, the Business Combination Agreement provides that the obligations of FAHL, the Seller and Globis to consummate the Business Combination are conditioned on, among other things, Globis having, after giving effect to the Business Combination and the transactions contemplated thereby, net tangible assets of at least $5,000,001 in accordance with Rule 3a51-1(g)(1) of the Exchange Act.
	Additionally, as a result of redemptions, the trading market for the Ordinary Shares of New Forafric may be less liquid than the market for the Public Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for Nasdaq or another national securities exchange.
	The sensitivity table below shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming shareholders in a no redemption scenario, three illustrative redemption scenarios, and a maximum redemption scenario. The sensitivity table below also sets forth (x) the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario, and (y) the effective underwriting fee incurred in connection with the Initial Public offering in each redemption scenario.

39

	Assuming No Redemption(1)				Assuming 25% Redemption(2)				Assuming 50% Redemption(3)				Assuming 75% Redemption(4)				Assuming Maximum Redemption(5)
	Ownership in shares		Equity %		Ownership in shares		Equity %		Ownership in shares		Equity %		Ownership in shares		Equity %		Ownership in shares		Equity %
Stockholders
Globis’ Public Stockholders		11,500,000		33.2		8,625,000		26.6		5,750,000		19.3		2,875,000		10.8		0		0.0
Sponsors and Independent Directors(6)(7)		3,148,333		9.1		3,148,333		9.7		3,148,333		10.6		3,148,333		11.8		3,148,333		13.3
Underwriter		402,500		1.2		402,500		1.2		402,500		1.4		402,500		1.5		402,500		1.7
Seller		15,100,000		43.6		15,939,541		49.1		16,248,307		54.6		16,248,307		60.8		16,248,307		68.5
PIPE Investors		1,726,140		5.0		1,619,236		5.0		1,484,455		5.0		1,333,458		5.0		1,182,461		5.0
FAHL Bond Holders		1,269,841		3.7		1,269,841		3.9		1,269,841		4.3		1,269,841		4.8		1,269,841		5.4
FAHL Related Party Loan Holders		1,445,164		4.2		1,445,164		4.5		1,445,164		4.9		1,445,164		5.4		1,445,164		6.1
Total Shares Outstanding Excluding “Additional Dilution Sources”		34,591,978				32,449,615				29,748,600				26,722,603				23,696,606
Total Pro Forma Equity Value Post-Redemptions ($’000)(8)		345,920				324,496				297,486				267,226				236,966
Total Pro Forma Book Value
Post-Redemptions ($’000)(9)		195,262				167,522				139,783				112,043				84,303
Pro Forma Book Value Per Share(10)		5.64				5.16				4.70				4.19				3.56

	Assuming No Redemption(1)				Assuming 25% Redemption(2)				Assuming 50% Redemption(3)				Assuming 75% Redemption(4)				Assuming Maximum Redemption(5)
	Ownership in shares		Equity %(11)		Ownership in shares		Equity %(11)		Ownership in shares		Equity %(11)		Ownership in shares		Equity %(11)		Ownership in shares		Equity %(11)
Additional Dilution Sources
Globis Public Warrants		11,500,000		22.8		11,500,000		23.8		11,500,000		25.3		11,500,000		27.1		11,500,000		29.1
Globis Private Placement Warrants		4,289,722		8.5		4,289,722		8.9		4,289,722		9.4		4,289,722		10.1		4,289,722		10.9
Total Additional Dilution Sources		15,789,722		31.3		15,789,722		32.7		15,789,722		34.7		15,789,722		37.1		15,789,722		40.0
Total Shares Outstanding Excluding “Additional Dilution Sources”		34,591,978		68.7		32,449,615		67.3		29,748,600		65.3		26,722,603		62.9		23,696,606		60.0
Total Shares Outstanding Including “Additional Dilution Sources”		50,381,700		100		48,239,337		100		45,538,322		100		42,512,325		100		39,486,328		100

	Assuming No Redemption(1)			Assuming 25% Redemption(2)			Assuming 50% Redemption(3)			Assuming 75% Redemption(4)			Assuming Maximum Redemption(5)
	Amount ($)		% of Trust Account(13)	Amount ($)		% of Trust Account(13)	Amount ($)		% of Trust Account(13)	Amount ($)		% of Trust Account(13)	Amount ($)		% of Trust Account(13)
Effective Underwriting Fees ($’000)(12)	$	2,300	2.0	$	2,300	2.6	$	2,300	3.9	$	2,300	7.8	$	2,300	(14	)

(1) This scenario assumes that no shares of Globis Common Stock are redeemed by the Public Stockholders.

(2) This scenario assumes that 2,875,000 shares of Globis Common Stock are redeemed by the Public Stockholders.

(3) This scenario assumes that 5,750,000 shares of Globis Common Stock are redeemed by the Public Stockholders.

(4) This scenario assumes that 8,625,000 shares of Globis Common Stock are redeemed by the Public Stockholders.

(5) This scenario assumes that 11,500,000 shares of Globis Common Stock are redeemed by the Public Stockholders.

(6) Excludes 1,005,291 Ordinary Shares issuable upon the conversion of the FAHL Bonds (as defined in the accompanying proxy statement/prospectus) purchased by certain affiliates of the Sponsors.

(7) Includes 3,148,333 Ordinary Shares issued upon conversion of the existing Common Stock in connection with the Redomiciliation. The Ordinary Shares are issued upon the automatic conversion of Common Stock concurrently with the consummation of the Business Combination.

(8) Pro forma equity value shown at $10.00 per share in the no redemption scenario, the 25% redemption scenario, the 50% redemption scenario, the 75% redemption scenario and the maximum redemption scenario.

(9) See “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value in the no redemption scenario and the maximum redemption scenario. Pro forma book value for the (i) 25% redemption scenario, is the result of (a) the no redemption scenario pro forma book value less (b) 25/100th of the difference between the no redemption scenario pro forma book value and the maximum redemptions scenario pro forma book value, (ii) 50% redemption scenario, is the result of (a) the no redemption scenario pro forma book value less (b) 50/100th of the difference between the no redemption scenario pro forma book value and the maximum redemptions scenario pro forma book value, (iii) 75% redemption scenario, is the result of (a) the no redemption scenario pro forma book value less (b) 75/100th of the difference between the no redemption scenario pro forma book value and the maximum redemptions scenario pro forma book value.

(10) Pro forma book value per share is a result of pro forma book value divided by total shares outstanding excluding additional dilutive sources.

(11) The Equity % with respect to each Additional Dilution Source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator. For example, in the 50% Redemption Scenario, the Equity % with respect to the Globis Public Warrants would be calculated as follows: (a) 11,500,000 shares issuable pursuant to the Globis Public Warrants; divided by (b)

(i) 34,591,978 shares (the number of shares outstanding excluding the Additional Dilution Sources prior to any issuance pursuant to the Globis Public Warrants) plus (ii) 15,789,722 shares included in the Additional Dilution Sources.

(12) Represents underwriting discount that was paid to the underwriters in cash at the time of Globis’ IPO. No additional cash consideration will be paid to the underwriter upon consummation of the Business Combination. The underwriters have placed 402,500 shares of Globis Common Stock in escrow until the consummation of an initial business combination. If a business combination is not consummated, these shares will be forfeited.

(13) The percent of Trust Account with respect to the Underwriting Fees is the result of (i) $2.3 million divided by (ii) the result of (a) $117.3 million (which is the approximate total funds in the Trust Account as of December 31, 2021) multiplied by (b) the following, as applicable: (1) in the no redemption scenario, 100%, (2) in the 25% redemption scenario, 75%, (3) in the 50% redemption scenario, 50%, (4) in the 75% redemption scenario, 25% and (5) in the maximum redemption scenario, 0%.

(14) Percentage not meaningful.

40

Q.	How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any Public Warrant holders post business combination?
A.	The Public Warrants are identical to the Private Placement Warrants in all material respects except that the Private Placement Warrants are not, and will not be, redeemable by Globis or New Forafric. Further, the Public Warrants are only exercisable on a cashless basis if there is no effective registration statement registering the Ordinary Shares issuable upon exercise of the Public Warrants and more than 90 days have passed since the Company completed its initial business combination. In contrast, the Private Placement Warrants may be exercised for cash or on a cashless basis at the holder’s option.
	As a result, following the Business Combination, New Forafric may redeem your Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the last sales price of the Common Stock has been equal to or greater than $16.50 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events), for any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given and provided further that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Public Warrants for each day in the aforementioned 30-day trading period and continuing each day thereafter until the Redemption Date (defined below).. If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of the Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws, or we are unable to effect such registration or qualification. We will use our commercially reasonable efforts to register or qualify such ordinary shares under the blue sky laws of the state of such residence in those states in which the Public Warrants were offered by us in this offering. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.
	The value received upon exercise of the Public Warrants (1) may be less than the value the holders would have received if they had exercised their Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Public Warrants.
	We may only call the Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each Public Warrant holder, provided that holders will be able to exercise their Public Warrants prior to the time of redemption and, at our election, any such exercise may be required to be on a cashless basis. In the event we elect to redeem all of the Public Warrants, we will fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, not less than 30 days prior to the date fixed for redemption to the registered holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the warrant register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered Holder received such notice. Please see “Description of New Forafric’s Securities—Redeemable Warrants.”

Q.

What conditions must be satisfied to complete the Business Combination?

A.

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: (a) the approval of each of the Condition Precedent Proposals by Globis stockholders; (b) there shall not be any applicable law in effect that makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or any order in effect preventing the consummation of the transactions contemplated thereby; (c) this Form S-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and no proceeding seeking such stop order has been threatened or initiated by the SEC that remains pending; (d) after giving effect to the transactions contemplated by the Business Combination Agreement, New Forafric has at least $5,000,001 of net tangible assets immediately after the Effective Time; and (e) no Company Material Adverse Effect (as defined in the Business Combination Agreement) has occurred that is then continuing.