UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~March 277, 2022

GLOBIS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-39786

85-2703418

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7100 W. Camino Real, Suite 302-48

Boca Raton, Florida

33433

(Address of principal executive offices)

(Zip Code)

212-847-3248

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock, and one Warrant to acquire one share of Common Stock	GLAQU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	GLAQ	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50	GLAQW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry ~~Into~~into Aa Material Definitive Agreement.

AsThe ~~previously~~disclosure ~~disclosed,~~contained onin ~~January~~Item 11, 2021, Globis issued an unsecured convertible promissory note (as amended, the “Note”) to Globis SPAC LLC (the “Lender”), which provides for borrowings from time to time of up to an aggregate of $1,000,0002. ~~The~~03 ~~Note bears no interest and~~ is ~~due~~incorporated ~~and~~by ~~payable~~reference ~~upon~~in ~~the~~this ~~date~~Item ~~on which Globis consummates its initial business combination~~1. On April 28, 2021, the Note was amended to terminate the option for the Lender to convert the amount outstanding under the Note into warrants entitling the holder to purchase one share of common stock of Globis at a price of $11.50 per share, subject to adjustment. The Note was further amended on July 19, 2021, October 13, 2021 and December 29, 2021 to increase the principal amount of the Note to $2,000,000, $3,000,000 and then $5,000,000, respectively.01

OnItem ~~January 27, 2022, the Note was further amended to increase the principal amount of the Note to $7,000,000~~2.03 ACreation ~~copy~~ of ~~Amendment~~a ~~No.~~Direct ~~5 to~~Financial ~~the~~Obligation ~~Note~~or isan ~~filed~~Obligation ~~with~~under ~~this~~an ~~Current Report on Form 8~~Off-KBalance asSheet ~~Exhibit~~Arrangement ~~10.1 and is incorporated herein by reference. The foregoing description~~ of ~~Amendment~~a NoRegistrant. ~~5 to the Note is qualified in its entirety by reference to the full text of Amendment No. 5 to the Note filed with this Current Report on Form 8-K.~~

~~Additional~~On ~~Information~~March 7, 2022, Globis Acquisition Corp. (the “Company”) drew down $1,150,000 under an unsecured promissory note (the “Note”) that was previously issued to Globis SPAC LLC, the Company’s initial public offering sponsor (the “Sponsor”). The proceeds from the draw down have been deposited into the Company’s trust account in order to extend the period of time the Company has to complete its initial business combination (the “completion window”). As a result, the completion window was extended by 3 months from the current deadline of March 15, 2022 until June 15, 2022. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension of the completion window. The Note does not bear interest and matures upon closing of a business combination by the Company.

InItem connection with the Business Combination, Globis Nevada, a wholly-owned subsidiary of Globis, has filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which includes a preliminary prospectus and preliminary proxy statement8. ~~Globis~~01 ~~will~~Other ~~mail a definitive proxy statement/final prospectus and other relevant documents to its stockholders~~Events. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Globis will send to its stockholders in connection with the Business Combination. Investors and security holders of Globis are advised to read the proxy statement/prospectus in connection with Globis’ solicitation of proxies for its extraordinary general meeting of stockholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus contains important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement/final prospectus will be mailed to stockholders of Globis as of a record date to be established for voting on the Business Combination. stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: 7100 W. Camino Real, Suite 302-48, Boca Raton, Florida.

~~Participants~~On March 8, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the completion window was extended until June 15, 2022 because the Sponsor has timely deposited $1,150,000 in the Company’s ~~Solicitation~~trust account.

Globis, the Seller, FAHL and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Globis’ stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Globis’ directors and officers in Globis’ filings with the SEC, including the Registration Statement that has been filed with the SEC by Globis, which includes the proxy statement of Globis for the Business Combination, and such information and names of FAHL’s managers and executive officers are also in the Registration Statement that has been filed with the SEC by Globis, which includes the proxy statement of Globis for the Business Combination.

Forward Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Globis, the Seller and FAHL, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts.

These statements are based on the current expectations of Globis’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Globis and Seller. These statements are subject to a number of risks and uncertainties regarding Globis’ businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the stockholders of Globis or FAHL for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Globis and FAHL; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by Globis’ stockholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on The Nasdaq Stock Market LLC following the Business Combination; costs related to the Business Combination; and those factors discussed in Globis’ final prospectus relating to its initial public offering, dated December 10, 2020, and other filings with the SEC. There may be additional risks that Globis presently does not know or that Globis currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Globis’ expectations, plans or forecasts of future events and views as of the date of this communication. Globis anticipates that subsequent events and developments will cause Globis’ assessments to change. However, while Globis may elect to update these forward-looking statements at some point in the future, Globis specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Globis’ assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Disclaimer

This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment No. 5 to Promissory Note, dated as of January 27, 2022, by and between Globis Acquisition Corp. and Globis SPAC LLC
99.1		Press Release dated March 8, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 31, 2022	GLOBIS ACQUISITION CORP.
Dated: March 8, 2022	GLOBIS ACQUISITION CORP.
	By:	/s/ Paul Packer
	Name:	Paul Packer
	Title:	Chief Executive Officer and Chief Financial Officer

Filing Compare · Globis Acquisition Corp.