UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File ~~No.~~Number: 001-39786

GLOBIS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-2703418

(State or other jurisdiction of

incorporation or organization)

(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)

(Former name, former address and former fiscal year, if changed since last report)

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
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
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
Redeemable 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~November~~May 1013, ~~2021~~2022, there were 15,050,833 shares of common stock, $0.0001 par value per share, ~~issued and~~ outstanding.

GLOBIS ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1
Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 and for the period from August 21, 2020 (inception) through September 30, 2020 (Unaudited)	2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	2
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 and for the period from August 21, 2020 (inception) through September 30, 2020 (Unaudited)	3
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	3
Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 and for the period from August 21, 2020 (inception) through September 30, 2020 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4
Notes to Unaudited Condensed Financial Statements	5
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	1618
Part II. Other Information
Item 1. Legal Proceedings	1719
Item 1A. Risk Factors	1719
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1719
Item 3. Defaults Upon Senior Securities	1819
Item 4. Mine Safety Disclosures	1819
Item 5. Other Information	1819
Item 6. Exhibits	1920
Signatures	2021

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GLOBIS ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
		(Unaudited)			(Revised)
	(unaudited)
ASSETS
Current assets
Cash	$	~~8,413~~210		$	~~202~~29,~~068~~508
Prepaid expenses		~~150~~82,~~653~~458			~~283~~89,333
Total Current Assets		~~159~~82,~~066~~668			~~485~~118,~~401~~841
Marketable securities held in Trust Account		~~116~~118,~~155~~467,~~627~~492			~~116~~117,~~150~~307,~~000~~838
TOTAL ASSETS	$	~~116~~118,~~314~~550,~~693~~160		$	~~116~~117,~~635~~426,~~401~~679
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities - Accounts payable and accrued expenses	$	~~646~~1,~~729~~379,934		$	65927,~~628~~582
Promissory note – related party		~~700~~4,~~000~~327,300			—2,600,000
TOTAL LIABILITIES		15,~~346~~707,~~729~~234			653,~~628~~527,582
Commitments and Contingencies		-			-
Common stock subject to possible redemption 11,500,000 shares at redemption value at September 30, 2021 and December 31, 2020		116,150,000			116,150,000
Common stock subject to possible redemption 11,500,000 shares at redemption value at March 31, 2022 and December 31, 2021		118,450,000			117,300,000
Stockholders’ (Deficit) Equity
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 15,050,833 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) at September 30, 2021 and December 31, 2020		355			355
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,550,833 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		355			355
Additional paid-in capital		~~509,304~~—			~~509,304~~—
Accumulated deficit		(15,~~691~~607,~~695~~429	)		(893,~~886~~401,258	)
Total Stockholders’ (Deficit) Equity		(1,182,036	)		419,773
Total Stockholders’ Deficit		(5,607,074	)		(3,400,903	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	116,314,693		$	116,635,401
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	118,550,160		$	117,426,679

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

GLOBIS ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended September 30,			Nine months Ended September 30,			For the Period from August 21, 2020 (Inception) through September 30,
	2022			2021
	2021			2021			2020
	Three Months Ended March 31,
General and administrative expenses	$	892,144		$	1,607,436		$	1,000
	2022			2021
Loss from operations		(892,144	)		(1,607,436	)		(1,000	)
General and administrative expenses	$	1,065,825		$	366,035
Other income:
Loss from operations		(1,065,825	)		(366,035	)
Interest earned on marketable securities held in Trust Account		1,785			5,627			—
Other income:
Total other income		1,785			5,627			—
Interest earned on marketable securities held in Trust Account		9,654			2,076
Loss before income taxes		(890,359	)		(1,601,809	)		(1,000	)
Net loss	$	(1,056,171	)	$	(363,959	)
Benefit from (provision for) income taxes		—			—			—
Basic and diluted weighted average shares outstanding, Redeemable common stock		11,500,000			11,500,000
Net loss	$	(890,359	)	$	(1,601,809	)	$	(1,000	)
Basic and diluted net loss per share, Redeemable common stock	$	(0.07	)	$	(0.02	)
Basic and diluted weighted average shares outstanding, common stock		15,050,833			15,050,833			2,500,000
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		3,550,883			3,550,833
Basic and diluted earnings (loss) per share, common stock	$	(0.06	)	$	(0.11	)	$	—
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.07	)	$	(0.02	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

GLOBIS ACQUISITION CORP.

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

~~FOR THE~~ THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

	Shares		Amount		Capital		Deficit			Deficit
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			~~Equity (~~Deficit)
Balance — January 1, 2021		3,550,833	$	355	$	509,304	$	(89,886	)	$	419,773
Balance — January 1, 2022		3,550,833	$	355	$	—	$	(3,401,258	)	$	(3,400,903	)
Issuance of Founder Shares to Sponsor
Remeasurement of common stock subject to redemption		—		—		—		(1,150,000	)		(1,150,000	)
Issuance of Founder Shares to Sponsor, Shares
Net loss		—		—		—		(1,056,171	)		(1,056,171	)
Net loss		—		—		—		(363,959	)		(363,959	)
Balance – March 31, 2022		3,550,833	$	355	$	—	$	(5,607,429	)	$	(5,607,074	)
Balance – March 31, 2021		3,550,833	$	355	$	509,304	$	(453,845	)	$	55,814
Net loss		—		—		—		(347,491	)		(347,491	)
Balance – June 30, 2021		3,550,833	$	355	$	509,304	$	(801,336	)	$	(291,677	)
Net loss		-		-		-		(890,359	)		(890,359	)
Balance – September 30, 2021		3,550,833	$	355	$	509,304	$	(1,691,695	)	$	(1,182,036	)

~~FOR~~THREE ~~THE~~MONTHS ~~PERIOD~~ENDED ~~FROM~~MARCH ~~AUGUST 21~~31, ~~2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~2021

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity ~~(Deficit)~~
Balance — August 21, 2020		—	$	—	$	—	$	—		$	—
Balance — January 1, 2021		3,550,833	$	355	$	509,304	$	(89,886	)	$	419,773
Balance		—3,550,833	$	—355	$	—509,304	$	—(89,886	)	$	—419,773
Issuance of Founder Shares to Sponsor		2,875,000		288		24,712		—			25,000
Net loss		—		—		—		(363,959	)		(363,959	)
Net loss		—		—		—		(1,000	)		(1,000	)
Balance – March 31, 2021		3,550,833	$	355	$	509,304	$	(453,845	)	$	55,814
Balance – September 30, 2020		2,875,000	$	288	$	24,712	$	(1,000	)	$	(24,000	)
Balance		3,550,833	$	355	$	509,304	$	(453,845	)	$	55,814
Balance		2,875,000	$	288	$	24,712	$	(1,000	)	$	(24,000	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

GLOBIS ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine months Ended September 30,			For the Period from August 21, 2020 (Inception) Through September 30,
	2022			2021
	2021			2020
	Three Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(1,~~601~~056,~~809~~171	)	$	(1363,~~000~~959	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(5,627	)		—
Interest earned on marketable securities held in Trust Account		(9,654	)		(2,076	)
Changes in operating assets and liabilities:		—
Prepaid expenses		~~132~~6,~~680~~875			—(1,955	)
Accounts payable and accrued expenses		~~581~~452,~~101~~352			194,~~000~~022
Net cash used in operating activities		(~~893~~606,~~655~~598	)		—(273,968	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(1,150,000	)		—
Net cash used in investing activities		(1,150,000	)		—
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor		—			25,000
Proceeds from promissory note – related party		1,727,300			150,000
Proceeds from promissory note – related party		700,000			—
Repayment of promissory note – related party		—			(50,000	)
Payment of offering costs		—			(10,035	)
Net cash provided by financing activities		1,727,300			100,000
Net cash provided by financing activities		700,000			14,965
Net Change in Cash		(29,298	)		(173,968	)
Net Change in Cash		(193,655	)		14,965
Cash – Beginning of period		29,508			202,068
Cash – Beginning of period		202,068			—
Cash – End of period	$	210		$	28,100
Cash – End of period	$	8,413		$	14,965
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	5,000
Remeasurement of common stock subject to possible redemption	$	1,150,000		$	—

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Globis Acquisition Corp. (the “Company”) was incorporated in Delaware on August 21, 2020. The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

AsThe ~~of September 30, 2021, the~~ Company ~~had~~has ~~not~~one ~~commenced~~wholly ~~any~~owned ~~operations. All activity for the period from August 21~~subsidiary, ~~2020~~Globis ~~(inception)~~NV ~~through September~~Merger 30Corp., ~~2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”),~~ which ~~is described~~was ~~below,~~incorporated and search for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the ~~form~~State of ~~interest~~Nevada ~~income~~on ~~from~~January ~~the~~5, ~~proceeds derived from the Initial Public Offering~~2022.

~~The~~As ~~registration~~of ~~statement~~March ~~for~~31, 2022, the Company’s ~~Initial~~had ~~Public~~not ~~Offering~~commenced ~~was~~any ~~declared~~operations. ~~effective~~All onactivity ~~December~~for ~~10,~~the ~~2020.~~period Onfrom ~~December~~August 1521, 2020, (inception) through March 31, 2022 relates to the Company’s ~~consummated~~formation, ~~the~~initial public offering (“Initial Public Offering”), ofwhich 11is described below,~~500,000~~ ~~units~~search ~~(the~~for ~~“Units”~~a Business Combination and, ~~with~~activities ~~respect~~in toconnection with the ~~shares~~proposed acquisition of ~~common~~Forafric Agro Holdings Limited, ~~stock~~a ~~included~~Gibraltar inprivate ~~the~~company ~~Units~~limited ~~sold,~~by ~~the~~shares (“~~Public Shares,~~FAHL”) ~~which~~(see ~~included~~Note ~~the~~6). ~~full~~The ~~exercise~~Company bywill ~~the~~not ~~underwriter~~generate ofany ~~its~~operating ~~over-allotment~~revenues ~~option~~until inafter the ~~amount~~completion of ~~1,500,000~~a ~~Units~~Business Combination, at ~~$10~~the earliest.00 ~~per~~The ~~Unit),~~Company ~~generating~~generates ~~gross~~non-operating ~~proceeds~~income in the form of ~~$115,000,000,~~interest income ~~which~~from isthe ~~described~~proceeds held in ~~Note~~the 4Trust Account.

~~Simultaneously~~The ~~with~~registration ~~the~~statement ~~closing~~for of the Company’s Initial Public Offering, ~~the~~was ~~Company~~declared ~~consummated~~effective ~~the~~on ~~sale~~December ~~of 4~~10,~~188,889~~ ~~warrants~~2020. ~~(the~~On ~~“Private~~December ~~Warrants”)~~15, 2020, atthe aCompany ~~price~~consummated ofthe ~~$0.75~~Initial ~~per~~Public ~~Private~~Offering ~~Warrant~~of ~~and 100~~11,~~833~~500,000 units (the “~~Placement~~ Units” and, ~~together~~ with ~~the~~respect ~~Private~~to ~~Warrants,~~ the ~~“Private~~shares ~~Securities”) at a price~~ of ~~$10.00~~common stock ~~per~~included ~~Placement Unit~~ in athe ~~private~~Units ~~placement~~sold, tothe ~~Globis~~“Public ~~SPAC~~Shares,” ~~LLC~~which ~~and~~included Upthe ~~and~~full ~~Up Capital,~~exercise ~~LLC,~~by anthe ~~affiliate~~underwriter of ~~Chardan~~its ~~Capital~~over-allotment option ~~Markets,~~in ~~LLC,~~ the ~~representative~~amount of ~~the~~1,500,000 ~~underwriters~~Units, ~~(“Up~~at ~~and~~$10.00 ~~Up”~~per ~~and~~Unit), ~~collectively with~~generating ~~Globis~~gross ~~SPAC~~proceeds ~~LLC,~~of ~~the “Sponsors”)~~$115,000,000, which is described in Note 53.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,188,889 warrants (the “Private Warrants”) at a price of $0.75 per Private Warrant and 100,833 units (the “Placement Units” and, together with the Private Warrants, the “Private Securities”) at a price of $10.00 per Placement Unit in a private placement to Globis SPAC LLC and Up and Up Capital, LLC, an affiliate of Chardan Capital Markets, LLC, the representative of the underwriters (“Up and Up” and, collectively with Globis SPAC LLC, the “Sponsors”), which is described in Note 4.

Transaction costs amounted to $6,541,841 consisting of $2,300,000 of underwriting fees, $4,025,000 representing 402,500 shares of common stock issued, which the underwriters are entitled to receive upon the consummation of a Business Combination (the “equity participation shares”), and $216,841 of other offering costs.

Following the closing of the Initial Public Offering on December 15, 2020, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Securities was placed in a trust account (the “Trust Account”), located in the United States and held as cash or invested only 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 the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Securities, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act ~~of 1940, as amended (the “Investment Company Act”)~~. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially ~~anticipated to be~~ $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax or dissolution obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the ~~U.S.~~ Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem ~~shares~~ shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company ~~seeks~~ seeks stockholder approval in connection with a Business Combination, the Sponsors have agreed to vote their Founder Shares (as defined in in Note 65), Placement Shares (as defined in Note 64) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. The underwriters have also agreed to vote their equity participation shares and any public shares they own in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsors and the Company’s officers and directors will agree (a) to waive redemption rights with respect to the Founder Shares, Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company ~~will~~initially ~~have~~had until December 15, 2021 to complete a Business Combination;. ~~provided,~~The ~~however, if the~~ Company ~~anticipates that it~~ may ~~not be able to consummate a Business Combination by December 15~~, ~~2021, the Company may,~~ by resolution of the board of directors if requested by Globis SPAC LLC, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (up until June 15, 2022 ~~to complete a Business Combination~~), subject to the deposit of additional funds into the Trust Account by one or both of the Sponsors or their affiliates or designees (the “Combination Period”). The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the ~~Company’s~~ Amended and Restated Certificate of Incorporation, in order for the time available for the Company to consummate a Business Combination to be extended, one or both of the Sponsors or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, ~~must~~deposited ~~deposit~~$1,150,000 for each three month extension into the trust account ~~$1,150,000~~ ($0.10 per Unit, ~~up to~~ an aggregate of $2,300,000), on or prior to the date of the applicable deadline~~, for each three month extension~~. Any such payments would be made in the form of a non-interest bearing loan and would be repaid, if at all, from funds released to the Company upon completion of a Business Combination.

IfOn ~~the~~December ~~Company~~10, is2021, ~~unable to complete a Business Combination within~~ the ~~Combination~~Company ~~Period~~drew ~~and~~down ~~stockholders~~$1,150,000 dounder ~~not approve~~ an ~~amendment~~unsecured ~~to the~~Note ~~Amended~~(as ~~and~~defined ~~Restated Certificate of Incorporation to extend this date, the Company will (i~~below) ~~cease~~that ~~all~~was ~~operations~~previously ~~except~~issued ~~for~~to ~~the~~Globis ~~purpose~~SPAC ofLLC. ~~winding~~The ~~up,~~proceeds ~~(ii)~~from asthe ~~promptly~~draw asdown ~~reasonably~~were ~~possible~~deposited ~~but~~into ~~not more than ten business days thereafter, redeem~~ the ~~Public~~Company’s ~~Shares,~~Trust atAccount ~~a per-share price, payable~~ in ~~cash,~~order ~~equal~~ to ~~the~~extend ~~aggregate amount then on deposit in~~ the ~~Trust~~period ~~Account~~of ~~including~~time ~~interest (which interest~~the ~~shall~~Company behas ~~net~~to ofcomplete ~~taxes~~its ~~payable~~Business ~~and~~Combination upfrom toDecember ~~$100~~15,~~000~~ of2021 ~~interest~~ to ~~pay~~March ~~dissolution expenses)~~15, ~~divided~~2022. byOn ~~the~~March ~~number~~7, ~~of then outstanding Public Shares~~2022, ~~which~~the ~~redemption~~Company ~~will~~drew ~~completely~~down ~~extinguish public stockholders’ rights as stockholders (including the right to~~an ~~receive~~additional ~~further liquidating distributions~~$1, ~~if any)~~150,000 ~~subject~~under tothe ~~applicable~~unsecured ~~law,~~Note. ~~and~~The ~~(iii)~~proceeds asfrom ~~promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~draw ofdown ~~the~~were ~~Company’s~~deposited ~~remaining~~into ~~stockholders and~~ the Company’s ~~board~~Trust ~~of directors, dissolve~~Account ~~and~~in ~~liquidate,~~order ~~subject~~to inextend the ~~case~~period of ~~clauses~~time ~~(ii) and (iii) to~~ the Company’s ~~obligations~~has ~~under~~to ~~Delaware~~complete ~~law~~its toBusiness ~~provide~~Combination ~~for~~from ~~claims of~~March ~~creditors~~15, ~~and~~2022 ~~the~~to ~~requirements~~June of15, ~~other~~2022. ~~applicable~~The Company’s ~~law.~~stockholders ~~There~~were ~~will~~not beentitled noto ~~redemption~~vote ~~rights~~on or ~~liquidating~~redeem ~~distributions~~their ~~with~~shares ~~respect to~~in ~~the~~connection ~~Company’s~~with ~~warrants,~~such ~~which~~extensions. ~~will~~The ~~expire~~Note ~~worthless~~does ifnot bear ~~the~~interest ~~Company~~and ~~fails~~matures toupon ~~complete~~closing of a Business Combination ~~within~~by the ~~Combination Period~~Company.

~~The~~If ~~holders~~the ofCompany is unable to complete a Business Combination within the ~~Founder~~Combination ~~Shares~~Period and ~~Placement~~the ~~Shares~~stockholders ~~have~~do ~~agreed~~not approve an amendment to ~~waive~~the ~~liquidation~~Amended ~~rights~~and ~~with~~Restated ~~respect~~Certificate of Incorporation to ~~such~~extend ~~shares~~this ifdate, the Company ~~fails~~ towill ~~complete~~(i) acease ~~Business~~all ~~Combination~~operations ~~within~~except for the purpose ~~Combination~~of ~~Period.~~winding ~~However~~up, if(ii) ~~the~~as ~~Sponsors~~promptly ~~acquire~~as ~~Public~~reasonably ~~Shares~~possible inbut ornot ~~after~~more ~~the Initial~~than ~~Public~~ten ~~Offering~~business days thereafter, ~~such~~redeem the Public Shares, at ~~will~~a beper-share ~~entitled~~price, payable in cash, equal to ~~liquidating~~the ~~distributions~~aggregate ~~from~~amount then on deposit in the Trust Account ifincluding ~~the~~interest ~~Company~~(which ~~fails~~interest toshall ~~complete~~be anet ~~Business~~of ~~Combination~~taxes ~~within~~payable ~~the~~and ~~Combination~~up ~~Period.~~to ~~The~~$100,000 ~~underwriters~~of ~~have~~interest ~~agreed~~ to ~~waive~~pay ~~their~~dissolution ~~liquidation~~expenses), ~~rights~~divided ~~with respect~~by to the ~~equity~~number ~~participation~~of ~~shares~~then ~~(see~~outstanding Public ~~Note~~Shares, 7)which inredemption ~~the~~will ~~event~~completely ~~the~~extinguish ~~Company~~public ~~does~~stockholders’ ~~not~~rights ~~complete~~as astockholders ~~Business~~(including ~~Combination~~the ~~within~~right ~~the~~to ~~Combination~~receive ~~Period~~further ~~and~~liquidating distributions, inif ~~such~~any), ~~event~~subject to applicable law, and (iii) as promptly as reasonably possible following such ~~amounts~~redemption, ~~will~~subject beto ~~included~~the ~~with~~approval of the ~~other~~Company’s ~~funds~~remaining ~~held~~stockholders inand the ~~Trust~~Company’s ~~Account~~board ~~that~~of ~~will~~directors, ~~be available~~dissolve toand ~~fund~~liquidate, subject in the ~~redemption~~case of clauses (ii) and (iii) to the ~~Public~~Company’s ~~Shares.~~obligations Inunder Delaware law to provide for claims of creditors and the ~~event~~requirements of ~~such~~other ~~distribution,~~applicable itlaw. isThere ~~possible~~will ~~that~~be ~~the~~no ~~per~~redemption ~~share~~rights ~~value~~or ofliquidating ~~the~~distributions ~~assets~~with respect ~~remaining~~to ~~available~~the ~~for~~Company’s ~~distribution~~warrants, which will beexpire ~~less~~worthless ~~than~~if the ~~Initial~~Company ~~Public~~fails ~~Offering~~to ~~price~~complete ~~per~~a ~~Unit~~Business ~~($10~~Combination within the Combination Period.~~10).~~

The holders of the Founder Shares and Placement Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their liquidation rights with respect to the equity participation shares (see Note 6) in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account ($10.30).

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

In order to protect the amounts held in the Trust Account, the Sponsors will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.1030 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 the Company’s tax obligation and up to $100,000 for liquidation expenses, 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 the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of ~~September~~March 3031, ~~2021~~2022, the Company had cash of $~~8,413~~210 held outside of the Trust ~~Account,~~ ~~$116,155,627 held in the Trust~~ Account ~~to be used for a Business Combination,~~ and an adjusted working capital deficit of $15,~~037~~607,~~663~~074, which excludes $~~150~~17,~~000~~492 of ~~franchise~~interest ~~taxes~~earned ~~payable~~on the Trust Account to pay franchise taxes.

The Company may raise additional capital through loans or additional investments from the Sponsors, officers, directors, or their affiliates. Other than as described above and in Note 65, the Company’s officers, directors and the Sponsors and their affiliates may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

The Company does not believe it will need to raise additional funds in order to meet expenditures required for operating its business following its issuance of an unsecured ~~convertible~~ promissory note on January 11, 2021, as amended (the “Note”) to Globis SPAC LLC, ~~or its assigns or successors in interest~~ (the “Lender”), providing for borrowings from time to time of up to an aggregate of $1,000,000. On ~~July~~Through ~~19,~~March ~~2021 the Note was amended to increase the principal amount of the Note to $2~~31,~~000,000~~ ~~and on October 13~~2022, ~~2021,~~ the Note was ~~further~~ amended to increase the principal amount ~~of the Note~~ to $37,000,000. None of the Sponsors, nor any of the stockholders, officers or directors, or third parties are under any obligation to advance funds to, or invest in, the Company, except as discussed above. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Even if the Company can obtain sufficient financing or raise additional capital, it only has until ~~December 15, 2021 to consummate a Business Combination (or~~ June 15, 2022 ~~if the Company extends the period of time~~ to consummate a Business ~~Combination~~ ~~up to two times, each by an additional three months)~~Combination. There is no assurance that the Company will be able to do so prior to ~~December 15, 2021 (or~~ June 15, 2022 ~~if the Company extends the period of time to consummate a Business Combination up to two times, each by an additional three months)~~.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial ~~statement~~statements. The financial ~~statement~~statements ~~does~~do not include any adjustments that ~~might~~may result from the outcome of this uncertainty.

~~NOTE~~Various 2social and political circumstances in the U.S. ~~REVISION~~and OFaround ~~PREVIOUSLY~~the ~~ISSUED~~world ~~FINANCIAL~~(including ~~STATEMENTS~~wars and other forms of conflict, including trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.

InNOTE connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its common stock subject to possible redemption2. ~~The~~SUMMARY ~~Company~~OF ~~previously~~SIGNIFICANT ~~determined~~ACCOUNTING the common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock.POLICIES

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impact was not material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be revised to report all public shares as temporary equity. As such the Company is reporting upon revisions to those periods in this Quarterly Report.

In connection with the change in presentation for the common stock subject to redemption, the Company also revised its income (loss) per common share calculation to allocate net income (loss) evenly to the total shares of common stock.

The impact of the revision on the Company’s financial statements is reflected in the following table.

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS

	As Previously Reported			Adjustment			As Revised
Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	111,569,772		$	4,580,228		$	116,150,000
Common stock	$	400		$	(45	)	$	355
Additional paid-in capital	$	5,089,487		$	(4,580,183	)	$	509,304
Accumulated deficit	$	(89,886	)	$	—		$	(89,886	)
Total Stockholders’ Equity (Deficit)	$	5,000,001		$	(4,580,288	)	$	419,773
Common stock subject to redemption		11,046,512			453,488			11,500,000

	As Previously Reported			Adjustment			As Revised
Income Statement as of December 31, 2020 (audited)
Weighted average shares outstanding – redeemable		11,054,662			(11,054,662	)		—
Basic and Diluted EPS - redeemable	$	—		$	—		$	—
Weighted average shares outstanding – non-redeemable		2,717,799			(2,717,799	)		—
Basic and Diluted EPS – non redeemable	$	(0.03	)	$	0.03		$	—

	As Previously Reported		Adjustment			As Revised
Income Statement as of December 31, 2020 (audited)
Weighted average shares outstanding – common stock		—		4,179,573			4,179,573
Basic and Diluted EPS – common stock	$	—	$	(0.02	)	$	(0.02	)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally ~~accepted~~ accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements ~~include~~ include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, ~~operating~~ operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K ~~as filed with the SEC on March 31~~, ~~2021,~~ as ~~well as the Company’s Current Reports on Form 8-K, as~~ filed with the SEC on ~~December 15,~~February ~~2020 and December 21~~11, ~~2020~~2022. The interim results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021~~2022 are not necessarily ~~indicative~~ indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any future periods.

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its 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. The Company 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, the Company, 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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future ~~confirming~~ events.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~September~~March 3031, ~~2021~~2022 or December 31, ~~2020~~2021.

Marketable Securities Held in Trust Account

At ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance ~~sheet~~sheets at fair value at the end of each reporting period. Gains and losses resulting ~~from~~ from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in the ~~Trust~~ Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account ~~are~~ are determined using available market information.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance ~~sheet~~sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

At ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021, the common stock subject to possible redemption reflected in the condensed ~~balance~~consolidated balance sheets ~~are~~is reconciled in the following table:

SCHEDULE OF CONDENSED BALANCE SHEET

Gross proceeds	$	115,000,000
Common stock subject to possible redemption, January 1, 2021	$	116,150,000
Less:
Common Stock issuance costs	$	(2,516,841	)
Plus:
Accretion of carrying value to redemption value	$	3,666,841
Remeasurement of Class A common stock subject to redemption		1,150,000
Common Stock subject to possible redemption	$	116,150,000
Common stock subject to possible redemption, December 31, 2021		117,300,000
Plus:
Remeasurement of Class A common stock subject to redemption		1,150,000
Common stock subject to possible redemption, March 31, 2022	$	118,450,000

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely -than -not to be sustained upon ~~examination~~ examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material ~~deviation~~ deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

OnThe ~~March~~Company’s ~~27,~~currently ~~2020,~~taxable ~~the~~income ~~CARES~~primarily ~~Act~~consists ~~was~~of ~~enacted~~interest inincome ~~response~~on tothe ~~COVID-19~~Trust ~~pandemic~~Account. ~~Under~~The ~~ASC~~Company’s ~~740,~~operational costs ~~the~~are ~~effects~~generally ofconsidered ~~changes~~start-up incosts ~~tax rates~~ and ~~laws~~ are ~~recognized~~not incurrently ~~the~~deductible. ~~period~~During ~~which~~ the ~~new~~three ~~legislation~~months isended ~~enacted.~~March ~~The~~31, ~~CARES~~2022 ~~Act~~and ~~made~~2021, the ~~various~~Company ~~tax~~recorded ~~law~~no ~~changes~~income ~~including~~tax ~~among~~expense. ~~other~~The ~~things (i)~~Company’s ~~increasing~~effective ~~the~~tax ~~limitation~~rate ~~under~~for ~~Section 163(j) of~~ the ~~Internal~~three ~~Revenue~~months ~~Code~~ended ofMarch ~~1986~~31, as2022 ~~amended (the “IRC”) for 2019~~ and ~~2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be~~2021 ~~immediately~~was ~~expensed under IRC Section 168(k)~~0%, ~~(iii)~~which ~~making~~differs ~~modifications~~from to the ~~federal~~expected ~~net~~income ~~operating~~tax ~~loss~~rate ~~rules~~mainly ~~including~~due ~~permitting federal net operating losses incurred in 2018, 2019, and 2020~~ to ~~be carried back to~~ the ~~five~~start-up ~~preceding~~costs ~~taxable~~(discussed ~~years~~above) inwhich ~~order~~are tonot ~~generate a~~currently ~~refund of previously paid income taxes~~ deductible and ~~(iv)~~permanent ~~enhancing~~differences ~~the~~associated ~~recoverability~~with ofBusiness ~~alternative~~Combination ~~minimum~~expenses ~~tax~~and ~~credits. Given~~ the ~~Company’s full~~ valuation allowance ~~position and capitalization of all costs, the CARES Act did not have an impact~~ on ~~the~~net ~~financial~~operating ~~statements~~losses.

Net ~~Income (~~Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net ~~income (~~loss) per common share is computed by dividing net ~~income (~~loss) by the weighted average number of common shares outstanding for the period. ~~The~~ ~~Company applies the two-class method in calculating earnings per share.~~ Accretion associated with the redeemable shares of ~~Common Stock~~common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted ~~income (~~loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, as described in Note 5, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,789,722 ~~Common~~shares ~~Stock~~of common stock in the aggregate. As of ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021, ~~the~~ the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ~~common~~ shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common ~~share~~stock is the same as basic net loss per ~~common~~ share of common stock for the periods presented.

The following table reflects the calculation of basic and diluted net loss per share of common ~~share~~stock (in dollars, except per share amounts):

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021			From inception to September 30, 2020
	Redeemable common stock			Non- redeemable common stock			Redeemable common stock			Non- redeemable common stock
	Common stock			Common Stock			Common Stock
	Three Months Ended						Three Months Ended
Basic and diluted net income (loss) per common share
	March 31, 2022						March 31, 2021
Numerator:	$	(890,359	)	$	(1,601,809	)	$	(1,000	)
	Redeemable common stock			Non- redeemable common stock			Redeemable common stock			Non- redeemable common stock
Allocation of net income (loss), as adjusted
Basic and diluted net loss per common share
Denominator:
Numerator:
Basic and diluted weighted average common stock outstanding		15,050,833			15,050,833			2,500,000
Allocation of net loss, as adjusted	$	(806,996	)	$	(249,175	)	$	(278,093	)	$	(85,866	)
Basic and diluted net income (loss) per share of common stock		(0.06	)		(0.11	)		—
Denominator:
Basic and diluted weighted average shares outstanding		11,500,000			3,550,833			11,500,000			3,550,833
Basic and diluted net loss per share of common stock	$	(0.07	)	$	(0.07	)	$	(0.02	)	$	(0.02	)

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance ~~Coverage~~Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance ~~sheet~~sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Standards

InManagement ~~August~~does ~~2020,~~not ~~the~~believe ~~FASB~~that ~~issued~~any ~~ASU~~other ~~No.~~recently ~~2020-06~~issued, ~~“Debt—Debt~~but ~~with~~not ~~Conversion~~yet and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”)effective, ~~which simplifies~~ accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15standards, ~~2023,~~if ~~including~~currently ~~interim periods within those fiscal years, with early adoption permitted. The Company~~ adopted ~~ASU 2020-06 effective as of January 1~~, ~~2021.~~would ~~The adoption of ASU 2020-06 did not~~ have ana ~~impact~~material effect on the ~~Company’s~~accompanying condensed consolidated financial statements.

~~Management~~NOTE ~~does~~3. ~~not~~INITIAL ~~believe~~PUBLIC ~~that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.~~OFFERING

~~NOTE~~Pursuant 4to the Initial Public Offering, the Company sold 11,500,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 ~~INITIAL~~per ~~PUBLIC~~Unit. ~~OFFERING~~Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

NOTE 54. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, Globis SPAC LLC purchased 3,688,889 Private Warrants at a purchase price of $0.75 per Private Warrant, for an aggregate purchase price of $2,766,667 and Up and Up purchased 500,000 Private Warrants at a purchase price of $0.75 per Private Warrant, for an aggregate purchase price of $375,000. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). In addition, Up and Up purchased an aggregate of 100,833 Placement Units at a purchase price of $10.00 per Placement Unit, or $1,008,333 in the aggregate. Each Placement Unit consists of one share of common stock (“Placement Share”) and one redeemable warrant (“Placement Warrant”). Each Placement Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 87).

The proceeds from the sale of the Private Securities were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Securities and all underlying securities will expire worthless.

NOTE 65. RELATED PARTY TRANSACTIONS

Founder Shares

On September 1, 2020, Globis SPAC LLC purchased 2,875,000 shares of the Company’s common stock for an aggregate price of $25,000. On December 7, 2020, the Company sold an additional 172,500 shares of the Company’s common stocks to Up and Up for an aggregate price of $1,500, resulting in a total of 3,047,500 shares of common stock being sold to the Sponsors (the “Founder Shares”) and being issued and outstanding, of which an aggregate of up to 397,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsors would own approximately 21% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on December 15, 2020, no Founder Shares are currently subject to forfeiture.

In February 2021, the Sponsor transferred an aggregate of 45,000 Founder Shares to three of the Company’s directors. In December 2021, the Sponsor transferred an aggregate 60,000 common stock purchase warrants to three of the Company’s directors.

The transfer of the Founders Shares and common stock purchase warrants to the Company’s directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 45,000 Founder Shares transferred to the Company’s directors in February 2021 was $345,455 or $7.68 per share. The fair value of the 60,000 common stock purchase warrants transferred to the Company’s directors in December 2021 was $39,510 or $0.6585 per share. The Founders Shares and common stock purchase warrants were effectively transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares and common stock purchase warrants is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

The Sponsors agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the date of the consummation of a Business Combination or the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Support Agreement

The Company entered into an agreement, commencing on December 15, 2020, the effective date of the Initial Public Offering, to pay an affiliate of Globis SPAC LLC a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three ~~and nine~~ months ended ~~September~~ 30March 31, 2022 and 2021, the Company incurred $30,000 ~~and $90,000, respectively,~~ in fees for these services. At ~~September~~March 3031, 2022 and December 31, 2021, $5,000 is reflected in accrued expenses related to this agreement.

Advances from Related Party

As of December 2, 2020, the Sponsor advanced the Company $50,000 to fund certain offering costs in connection with the Initial Public Offering. The outstanding balance under these advances was repaid upon the closing of the Initial Public Offering on December 15, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest~~, or, at the lender’s discretion~~.

On January 11, 2021, the Company issued the Note to the Lender, which provides for borrowings from time to time of up to an aggregate of $1,000,000. The Note bears no interest and is due and payable upon the date on which the Company consummates its initial Business Combination. ~~On various dates during the nine months ended September 30, 2021, the Company drew a total of $700,000 under the Note in accordance with the Working Capital Loans.~~

On April 28, 2021, the Note was amended to terminate the option for the Lender to convert the amount outstanding under the Note into Private Warrants.

OnDuring ~~July~~the 19year ended December 31, 2021, the Note was amended to increase the principal amount ~~of the Note~~ to $25,000,000.

On ~~October~~January 1327, ~~2021~~2022, the Note was amended to increase the principal amount ~~of the Note~~ to $37,000,000.

~~NOTE~~On 7.various ~~COMMITMENTS~~dates during the year ended December 31, 2021, the Company drew down a total of $1,450,000 under the Note for working capital purposes, in accordance with the terms of the Note.

On December 10, 2021, the Company drew down $1,150,000 under the Note in order to extend the period of time the Company had to complete its Business Combination from December 15, 2021 to March 15, 2022. The proceeds from the draw down were deposited into the Company’s Trust Account.

On various dates during the three months ended March 31, 2022, the Company drew down a total of $577,300 under the Note for working capital purposes, in accordance with the terms of the Note.

On March 7, 2022, the Company drew down $1,150,000 under the Note in order to extend the period of time the Company has to complete its Business Combination from March 15, 2022 to June 15, 2022. The proceeds from the draw down were deposited into the Company’s Trust Account.

As of March 31, 2022, the total amount outstanding under the Note amounted to $4,327,300.

NOTE 6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Securities, equity participation shares and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Securities or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

Underwriting Agreement

The underwriters are entitled to receive the 402,500 equity participation shares upon the consummation of a Business Combination. The equity participation shares have been placed in escrow until the consummation of a Business Combination. If a Business Combination is not consummated, the equity participation shares will be forfeited by the underwriters. The Company accounted for the equity participation shares as an expense of the Initial Public Offering, resulting in a charge directly to ~~stockholder~~stockholders’s equity. The fair value of the equity participation shares is estimated to be $4,025,000, based upon the offering price of the Units of $10.00 per Unit.

~~NOTE~~Forafric 8.Agro ~~STOCKHOLDER’S~~Holdings ~~EQUITY~~Limited Business Combination Agreement

~~Preferred~~On ~~Stock~~December —19, On2021, ~~December~~the 10Company, ~~2020~~entered into a securities purchase agreement (the “Business Combination Agreement”), by and among the Company, ~~amended~~Forafric ~~its~~Agro ~~Certificate~~Holdings ofLimited, ~~Incorporation~~a ~~such~~Gibraltar ~~that~~private itcompany islimited ~~now~~by ~~authorized~~shares to(“FAHL”) ~~issue~~and Lighthouse upCapital toLimited, 1a Gibraltar private company limited by shares (the “Seller”). On April 20,~~000~~ 2022,~~000~~ ~~shares~~the ofCompany ~~preferred~~entered into ~~stock~~Amendment No. 1 to the Business Combination Agreement, with FAHL, the Seller and Globis NV Merger Corp., a ~~par~~Nevada ~~value~~corporation (“Globis Nevada”), which provides for the consummation of ~~$0.0001~~the ~~per~~following ~~share~~series ~~with~~of ~~such~~separate ~~designations~~transactions (collectively, ~~voting~~the ~~and~~“Business Combination”): ~~other~~(i) ~~rights~~Globis Nevada will change its jurisdiction of incorporation by transferring by way of a redomiciliation and domesticating ~~preferences~~as a Gibraltar private limited company known as “Forafric Global Limited” (the “Redomiciliation”) and, following the Redomiciliation, altering its authorized and issued share capital and thereafter re-registering as ~~may~~a beGibraltar ~~determined~~public company ~~from~~limited ~~time~~by shares and changing its name to ~~time~~“Forafric byGlobal ~~the~~PLC” ~~Company’s~~(referred ~~board~~to ofherein ~~directors.~~as At“New ~~September~~Forafric”); (ii) 30New Forafric will form a new wholly-owned subsidiary, ~~2021~~Globis ~~and~~NV ~~December~~Merger 312 Corp., ~~2020~~a Nevada corporation (“Merger Sub”); (iii) the Company will merge with and into Merger Sub, ~~there~~with Merger Sub surviving (the “Merger”); (iv) immediately following the ~~were~~effectiveness noof ~~shares~~the Merger, all of ~~preferred~~the common stock of Merger Sub issued orpursuant ~~outstanding~~to the Merger shall be contributed to New Forafric; and (v) as soon as practicable thereafter New Forafric will acquire 100% of the equity interests in FAHL from the Seller and FAHL will become a direct subsidiary of New Forafric.

~~Common~~As ~~Stock~~a —result ~~The~~of ~~Company~~the isMerger ~~authorized~~prior to ~~issue~~the ~~100,000,000~~consummation of the Business Combination (i) the issued and outstanding shares of common stock ~~with~~of the Company, will be exchanged, on a ~~par~~one-for-one ~~value~~basis, ofinto ordinary shares, nominal value $0.~~0001~~001 per share., Atof New Forafric (the “Ordinary ~~September~~Shares”); ~~30,~~(ii) ~~2021~~the issued and ~~December~~outstanding ~~31,~~redeemable ~~2020,~~warrants ~~there~~that were ~~3,550,833~~registered ~~shares~~pursuant to the Company’s registration statement on Form S-1 (SEC File No. 333-250939) of ~~common~~the ~~stock~~Company will automatically become redeemable warrants to acquire Ordinary Shares at an exercise price of $11.50 per share; (iii) each issued and outstanding, ~~excluding~~warrant of the Company issued in a private placement will automatically become warrants to acquire Ordinary Shares at an exercise price of $11~~,500,000~~.50 ~~shares~~per share on the terms and subject to the conditions set forth in the applicable warrant agreement (no other changes will be made to the terms of any issued and outstanding private placement warrants as a result of the Merger); and (iv) each issued and outstanding unit of the Company that has not been previously separated into the underlying common stock ~~subject~~and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to ~~possible~~one ~~redemption~~Ordinary ~~which~~Share ~~are~~and ~~presented~~one asredeemable ~~temporary~~warrant ~~equity~~to acquire one Ordinary Share at an exercise price of $11.50 per share.

~~Warrants~~The —total ~~The~~consideration ~~Public~~to ~~Warrants~~be paid to the Seller in the FAHL Business Combination will ~~become~~be ~~exercisable~~(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 Seller may be issued up to 1,904,762 additional Ordinary Shares determined based on the ~~later~~amount of Remaining Cash (aas defined in the Business Combination Agreement) at the ~~completion~~Closing; plus (ii) an amount (the “Closing Payment”) equal to $20,000,000 minus the outstanding amount of aall Funded Debt (as defined in the Business Combination orAgreement) as of the Closing (bother than Permitted Debt); 12provided ~~months~~that Seller may receive up to an additional ~~from~~$20,000,000 determined based on the ~~closing~~amount of ~~the~~Remaining ~~Initial~~Cash ~~Public~~at ~~Offering~~the Closing. The ~~Public~~Closing ~~Warrants~~Payment will ~~expire~~be ~~five~~funded ~~years~~by ~~after~~remaining funds in the ~~completion~~Trust ofAccount aafter giving effect to any Buyer Share Redemptions (as defined in the Business Combination Agreement) and the proceeds orof ~~earlier~~any ~~upon~~potential ~~redemption~~private orplacement ~~liquidation~~financing.

~~Notwithstanding~~In ~~the foregoing~~addition, ifthe aSeller ~~registration~~is ~~statement~~also ~~covering~~entitled ~~the~~to ~~shares~~receive, ofup ~~common~~to ~~stock~~2,000,000 ~~issuable~~Ordinary ~~upon~~Shares ~~exercise of~~ (the ~~warrants~~“Earnout isShares”), ~~not~~subject ~~effective~~to New ~~within~~Forafric 90achieving ~~days~~certain ~~from~~performance ~~the~~and ~~consummation~~share ofprice ~~the~~thresholds ~~Company’s~~prior ~~initial~~to ~~business~~certain ~~combination,~~future ~~warrant holders may~~dates, ~~until~~in ~~such~~each ~~time~~case as ~~there is~~described anin ~~effective~~the ~~registration~~Business Combination ~~statement~~Agreement. ~~and~~The ~~during~~Seller ~~any~~will ~~period~~also ~~when~~be ~~the~~entitled ~~Company shall have failed~~ to ~~maintain~~receive, anas ~~effective~~additional ~~registration statement~~consideration, ~~exercise~~20% ~~warrants~~of onany acash ~~cashless~~proceeds ~~basis~~received ~~pursuant to~~ by the ~~exemption~~New Forafric from ~~registration~~the ~~provided~~exercise ~~by Section 3(a)(9)~~ of ~~the~~outstanding ~~Securities Act provided that such exemption is available~~warrants.

PIPE Subscription Agreement

In connection with the FAHL Business Combination, on December 31, 2021, the Company entered into a subscription agreement (the “PIPE Subscription Agreement”) with an accredited investor (the “PIPE Investor”) pursuant to the PIPE Investor will purchase ordinary shares of New Forafric in a private placement following the Redomiciliation and the Merger 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 FAHL 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 sale of the PIPE Shares (the “PIPE Closing”) will be contingent upon, among other things, the substantially concurrent with the consummation of the Business Combination.

Convertible Bonds Offering

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 accrues on the FAHL Bonds at a rate of 6% per annum and the Bond Investors are entitled to certain customary information rights.

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Pursuant to the current terms of the FAHL Bonds, upon consummation of the FAHL 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 the Company, 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.

NOTE 7. STOCKHOLDER’S DEFICIT

Preferred Stock — On December 10, 2020, the Company amended its Certificate of Incorporation such that it is now authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, there were 3,550,833 shares of common stock issued and outstanding, excluding 11,500,000 shares of common stock subject to possible redemption which are presented as temporary equity.

Warrants — At March 31, 2022 and December 31, 2021, there were 11,500,000 Public Warrants outstanding. At March 31, 2022 and December 31, 2021, there were 4,289,722 Private Warrants outstanding.

The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of the Company’s Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	at any time while the warrants are exercisable;
	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder;
	●	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders; and
	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.50 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

The Private Warrants and Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Placement Warrants are exercisable on a cashless basis, non-redeemable and holders of the Private Warrants and the Placement Warrants have the option to calculate the fair market value based upon the last reported sale price of the shares of common stock for the trading day prior to the date of exercise in lieu of the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date of exercise.

1213

GLOBIS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(UNAUDITED)

NOTE 98. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on ~~our~~the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at ~~September 30~~March 31, 2022 ~~2021~~ and December 31, ~~2020~~2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such ~~fair~~ fair value:

Description

Level

~~September~~March ~~30,~~31. ~~2021~~2022

December 31, ~~2020~~2021

Assets:

Marketable securities held in Trust Account

~~116~~118,~~155~~467,~~627~~492

~~116~~117,~~150~~307,~~000~~838

NOTE 109. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than ~~described~~the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

InOn ~~October~~April ~~2021~~20, ~~the~~2022, ~~Company increased~~ the ~~principal~~Business ~~amount~~Combination ~~available~~Agreement ~~under~~was ~~the~~amended, ~~Note (~~as ~~defined~~described in Note ~~1 under Liquidity) to $3,000,000~~6.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Globis Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsors” refer to Up and Up Capital, LLC and Globis SPAC LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

~~Special~~Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements.” ~~within~~These ~~the~~forward-looking ~~meaning~~statements ofrelate ~~Section~~to ~~27A~~expectations offor ~~the~~future financial ~~Securities~~performance, ~~Act~~business ofstrategies ~~1933,~~or ~~as amended~~expectations ~~(the~~for ~~“Securities~~our ~~Act”)~~business, and ~~Section~~the ~~21E~~timing ofand ~~the~~ability ~~Securities~~for ~~Exchange~~the ~~Act~~Company ofand ~~1934,~~FAHL asto ~~amended (~~complete the ~~“Exchange~~Business ~~Act”), that~~Combination. Forward-looking statements are not historical facts, and involve known and unknow risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the ~~U.S. Securities and Exchange Commission (the “~~SEC~~”).~~ ~~The~~on ~~Company’s securities~~February ~~filings~~11, ~~can~~2022 beand ~~accessed~~any onother ~~the~~filings ~~EDGAR~~we ~~section~~make ofwith the SEC~~’s website at www~~.~~sec.gov.~~ Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on August 21, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses ~~(a “Business Combination”)~~. We intend to effectuate our Business Combination (as defined below) using cash from the proceeds of our initial public ~~offering~~ offering (the “Initial Public Offering”) of 11,500,000 units (the “Units,” which included the full exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit) and the sale of 4,188,889 warrants (the “Private Warrants”) at a price of $0.75 per Private Warrant and 100,833 units (the “Placement Units” and, together with the Private Warrants, the “Private Securities”), our capital stock, debt or a combination of cash, stock and debt. Each Unit consists of one share of common stock and one Public Warrant. Each whole Public Warrant and each whole Private Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Recent Developments

Proposed Business Combination

On December 19, 2021, the Company, entered into a securities purchase agreement (the “Business Combination Agreement”), by and among the Company, Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (“FAHL”) and Lighthouse Capital Limited, a Gibraltar private company limited by shares (the “Seller”). On April 20, 2022, the Company entered into Amendment No. 1 to the Business Combination Agreement, with FAHL, the Seller and Globis NV Merger Corp., a Nevada corporation (“Globis Nevada”), which provides for the consummation of the following series of separate transactions (collectively, the “Business Combination”): (i) Globis Nevada will change its jurisdiction of incorporation by transferring by way of a redomiciliation and domesticating as a Gibraltar private limited company known as “Forafric Global Limited” (the “Redomiciliation”) and, following the Redomiciliation, altering its authorized and issued share capital and thereafter re-registering as a Gibraltar public company limited by shares and changing its name to “Forafric Global PLC” (referred to herein as “New Forafric”); (ii) New Forafric will form a new wholly-owned subsidiary, Globis NV Merger 2 Corp., a Nevada corporation (“Merger Sub”); (iii) the Company will merge with and into Merger Sub, with Merger Sub surviving (the “Merger”); (iv) immediately following the effectiveness of the Merger, all of the common stock of Merger Sub issued pursuant to the Merger shall be contributed to New Forafric; and (v) as soon as practicable thereafter New Forafric will acquire 100% of the equity interests in FAHL from the Seller and FAHL will become a direct subsidiary of New Forafric.

As a result of the Merger prior to the consummation of the Business Combination (i) the Company’s issued and outstanding shares of common stock will be exchanged, on a one-for-one basis, into Ordinary Shares, nominal value $0.001 per share of New Forafric (the “Ordinary Shares”); (ii) the Company’s issued and outstanding redeemable warrants that were registered pursuant to the Company’s registration statement on Form S-1 (SEC File No. 333-250939) will automatically become redeemable warrants to acquire Ordinary Shares at an exercise price of $11.50 per share; (iii) each issued and outstanding warrant of the Company issued in a private placement will automatically become warrants to acquire Ordinary Shares at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the applicable warrant agreement (no other changes will be made to the terms of any issued and outstanding private placement warrants as a result of the Merger); and (iv) each of the Company’s issued and outstanding Units 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.

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 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) 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 at the Closing. The Closing Payment will 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.

PIPE Subscription Agreement

In connection with the Business Combination, on December 31, 2021, the Company entered into a subscription agreement (the “PIPE Subscription Agreement”) with an accredited investor (the “PIPE Investor”) pursuant to which the PIPE Investor will purchase ordinary shares of New Forafric in a private placement following the Redomiciliation and the Merger 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 sale of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination.

Convertible Bonds Offering

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 in an aggregate principal amount of $12 million in private offerings, and issued pursuant to a 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. 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 accrues 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 the Company, 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.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through ~~September~~December 3031, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and ~~search~~to ~~for~~search for a Business Combination and activities in connection with the proposed acquisition of FAHL. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We ~~expect to~~ generate non-operating income in the form of interest income on marketable securities held ~~after~~in the ~~Initial~~Trust ~~Public Offering~~Account. We ~~expect that we will~~ incur ~~increased~~ expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended ~~September~~March 3031, ~~2021~~2022, we had a net loss of $~~890~~1,~~359~~056,171, which consisted of general and administrative expenses of $~~892~~1,~~144~~065,825, offset by interest earned on marketable securities held in the Trust Account of $19,~~785~~654. The increase in general and administrative expenses was a result of an increase in legal fees incurred in connection with our proposed Business Combination.

For the ~~nine~~three months ended ~~September~~March 3031, 2021, we had a net loss of $1363,~~601~~959,~~809,~~ which consisted of general and administrative expenses of $1366,~~607~~035,~~436~~ offset by interest earned on marketable securities held in the Trust Account of $52,~~627~~076.

For the period from August 21, 2020 (inception) through September 30, 2020, we had a net loss of $1,000, which consisted of formation and operating costs.

Liquidity and Capital Resources

On December 15, 2020, we consummated the Initial Public Offering of 11,500,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,188,889 Private Warrants to the Sponsors at a price of $0.75 per Private Warrant and 100,833 Placement Units to the Sponsors at a price of $10.00 per Placement Units, generating gross proceeds of $4,150,000.

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Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Securities, a total of $116,150,000 was placed in ~~a trust account (~~the “Trust Account~~”), and we had $209,439 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes~~. We incurred $6,541,841 in transaction costs, including $2,300,000 of underwriting fees, $4,025,000 representing 402,500 shares of common stock issued, which the underwriters are entitled to receive upon the consummation of a Business Combination (the “equity participation shares”) and $216,841 of other offering costs.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, cash used in operating activities was $~~893~~606,~~655~~598. Net loss of $1,~~601~~056,~~809~~171 was impacted by interest earned on marketable securities held in the Trust Account of $59,~~627~~654. Changes in operating assets and liabilities provided $~~713~~459,~~781~~227 of cash from operating activities.

AsFor ofthe ~~September~~three 30months ended March 31, 2021, wecash ~~had~~used ~~marketable securities held~~ in ~~the~~operating ~~Trust~~activities ~~Account~~was of $~~116~~273,~~155,627~~968. WeNet ~~intend~~loss ~~to use substantially all~~ of ~~the~~ ~~funds held in the Trust Account~~$363,959 ~~including~~was ~~any~~impacted ~~amounts~~by ~~representing~~ interest earned on ~~the~~marketable ~~Trust~~securities ~~Account,~~held ~~which~~in ~~interest shall be net of taxes payable, to complete our Business Combination. We may withdraw interest from~~ the Trust Account toof ~~pay taxes and up to~~ $~~150~~2,~~000 of dissolution expenses, if any~~076. ToChanges ~~the extent that our share capital or debt is used,~~ in ~~whole~~operating orassets inand ~~part,~~liabilities asprovided ~~consideration to complete a Business Combination~~$92,067 ~~the remaining proceeds held in the Trust Account will be used as working capital to finance the operations~~ of ~~the~~cash ~~target~~from ~~business~~operating ~~or businesses, make other acquisitions and pursue our growth strategies~~activities.

As of ~~September~~March 3031, ~~2021~~2022, we had ~~cash~~marketable securities held in the Trust Account of $8118,~~413~~467,492. We intend to use ~~the~~substantially all of the funds held ~~outside~~in the Trust Account, ~~primarily~~including toany ~~identify~~amounts ~~and~~representing ~~evaluate~~interest earned on the Trust Account, which interest shall be net ~~target~~of ~~businesses~~taxes payable, ~~perform~~to ~~business~~complete ~~due~~our ~~diligence~~Business onCombination. ~~prospective~~We ~~target~~may ~~businesses,~~withdraw ~~travel~~interest from the Trust Account to pay taxes and ~~from~~up ~~the~~to ~~offices~~$150,000 of ~~plants~~dissolution orexpenses, ~~similar locations~~if ofany. ~~prospective~~To ~~target~~the ~~businesses~~extent that our share capital or ~~their~~debt ~~representatives~~is used, in whole or ~~owners~~in part, ~~review~~as ~~corporate~~consideration ~~documents~~to ~~and~~complete a ~~material~~Business ~~agreements~~Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of ~~prospective~~the target business or businesses, ~~structure,~~make ~~negotiate~~other acquisitions and ~~complete~~pursue aour ~~Business~~growth ~~Combination~~strategies.

InAs ~~order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsors or an affiliate~~ of ~~our~~March ~~Sponsors or certain of our officers and directors may~~31, ~~but are not obligated to~~2022, ~~loan us funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If~~ we ~~complete~~had acash ~~Business Combination, we may repay the notes out~~ of ~~the~~$210. ~~proceeds~~We ofintend ~~the Trust Account released~~ to ~~us. In the event that a Business Combination does not close, we may~~ use ~~a portion of~~ the ~~working~~funds ~~capital~~ held outside the Trust Account primarily to ~~repay~~evaluate ~~the~~target ~~notes~~businesses, ~~but no proceeds from our Trust Account would~~ beperform ~~used~~business ~~for~~due ~~such~~diligence ~~repayment.~~on Onprospective ~~January~~target 11businesses, ~~2021,~~travel ~~we issued an unsecured promissory note (the “Note”)~~ to ~~Globis~~and ~~SPAC LLC that permits us to borrow~~ from ~~time~~the tooffices, ~~time~~plants upor tosimilar ~~$1,000,000~~locations ~~from~~of ~~Globis~~prospective target ~~SPAC~~businesses ~~LLC~~ or ~~its~~their ~~assignees~~representatives or ~~successors.~~owners, ~~The~~review ~~Note~~corporate isdocuments ~~non-interest bearing~~ and ~~payable~~material ~~upon~~agreements ~~the consummation~~ of aprospective ~~Business~~target ~~Combination. On various dates during the nine months ended September 30~~businesses, ~~2021,~~ ~~the Company drew a total of $700~~structure,~~000~~ ~~under~~negotiate ~~the~~and ~~Note~~complete ~~in accordance with the Working Capital Loans. On April 28, 2021, the Note was amended to terminate the option for~~ a ~~holder~~Business ~~to convert the amount outstanding under the Note into Private Warrants~~Combination. On July 19, 2021, the Note was amended to increase the principal amount of the Note from $1,000,000 to $2,000,000. On October 13, 2021, the Note was amended to increase the principal amount of the Note from $2,000,000 to $3,000,000.

WeIn doorder ~~not~~to ~~believe~~fund weworking ~~will~~capital ~~need~~deficiencies toor ~~raise~~finance ~~additional~~transaction ~~funds~~costs in ~~order~~connection towith ~~meet~~a ~~the~~Business ~~expenditures~~Combination, ~~required~~our ~~for~~Sponsors ~~operating~~or ~~our~~an affiliate ~~business~~of ~~following~~ our ~~issuance~~Sponsors or certain of ~~the~~our ~~Note~~officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). ~~However~~Such Working Capital Loans would be evidenced by promissory notes. If we complete a Business Combination, ifwe ~~our~~may repay ~~estimate~~the notes out of the ~~costs~~proceeds of ~~identifying~~the aTrust ~~target~~Account ~~business,~~released ~~undertaking~~to ~~in-depth~~us. ~~due~~In ~~diligence and~~the ~~negotiating~~event that a Business Combination ~~are~~does ~~less~~not ~~than~~close, we may use a portion of the ~~actual~~working ~~amount~~capital ~~necessary~~held outside the Trust Account to dorepay sothe notes, but no proceeds from our Trust Account would be used for such repayment. On January 11, 2021, we ~~may~~issued ~~have~~an ~~insufficient~~unsecured ~~funds~~promissory ~~available~~note (the “Note”) to Globis SPAC LLC that ~~operate~~permits ~~our~~us ~~business~~to ~~prior~~borrow from time to ~~our~~time ~~initial~~up ~~Business~~to ~~Combination~~$1,000,000 from Globis SPAC LLC or its assignees or successors. ~~Moreover~~On various dates throughout the year ended December 31, we2021, ~~may~~the ~~need~~Note was amended to ~~obtain~~allow ~~additional~~borrowings ~~financing~~of ~~either~~up to ~~complete our~~$5,000,000 ~~Business~~and ~~Combination~~in orJanuary ~~because~~2022, wethe ~~become~~Note ~~obligated~~was further amended to ~~redeem~~increase athe ~~significant~~principal ~~number~~amount ofto ~~our~~$7,000,000. ~~public~~The ~~shares~~Note is non-interest bearing and payable upon ~~completion~~the consummation of ~~our~~a Business Combination,. inAs ~~which~~of ~~case~~March we31, ~~may~~2022, ~~issue~~the ~~additional~~total ~~securities~~amount oroutstanding ~~incur~~under ~~debt~~the inWorking ~~connection~~Capital ~~with~~Loans ~~such~~was ~~Business Combination~~$4,327,300.

We currently do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of undertaking in-depth due diligence and consummating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September~~March 3031, ~~2021~~2022. We do ~~not~~ not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as ~~variable~~ variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of Globis SPAC LLC a monthly fee of $10,000 for office space, secretarial, and administrative support services provided to the Company. We began incurring these fees on December 15, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

The underwriters are entitled to receive 402,500 equity participation shares upon the consummation of a Business Combination. The equity participation shares have been placed in escrow until the consummation of a Business Combination. If a Business Combination is not consummated, the equity participation shares will be forfeited by the underwriters. The fair value of the equity participation shares is estimated to be $4,025,000, based upon the offering price of the Units of $10.00 per Unit.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed consolidated balance ~~sheet~~sheets.

~~Net~~We ~~Income~~recognize ~~(Loss)~~changes ~~Per~~in ~~Common~~redemption ~~Stock~~value as they occur and adjust the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value of $3,666,841. Subsequently, we recognized accretion from adjusted book value to redemption amount value of $2,300,000. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

Net ~~loss~~Loss ~~per~~Per ~~share~~Common of common stock is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. We apply the two-class method in calculating earnings per share of common stock. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,789,722 shares of common stock in the aggregate. As of March 31, 2022 and 2021, we did not have any other dilutive securities or other agreements that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods presented.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on ~~the~~our ~~Company’s~~ condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As ofa ~~September~~smaller ~~30,~~reporting ~~2021~~company, we ~~were~~are not ~~subject~~required to ~~any~~provide ~~market or interest rate risk. Following~~ the ~~consummation~~information ofrequired ~~our~~by ~~Initial~~this ~~Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U~~Item.S. government obligations with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

AsDisclosure ~~required~~controls byare ~~Rules~~procedures ~~13a-15f~~that ~~and~~are ~~15d-15~~designed ~~under~~with the ~~Exchange~~objective ~~Act,~~of ~~our~~ensuring ~~Principal~~that ~~Executive~~information ~~Officer~~required ~~and~~to ~~Principal~~be ~~Financial~~disclosed ~~Officer~~in ~~carried out~~our anreports ~~evaluation~~filed under of the ~~effectiveness~~Exchange ofAct ~~the~~is ~~design~~recorded, ~~and~~processed, ~~operation~~summarized, ofand ~~our~~reported ~~disclosure~~within ~~controls~~the ~~and~~time ~~procedures~~period asspecified ofin ~~September~~the ~~30,~~SEC’s ~~2021.~~rules and ~~Based~~forms. ~~upon~~Disclosure ~~their~~controls ~~evaluation,~~are ~~our~~also ~~Principal~~designed ~~Executive~~with ~~Officer~~the ~~and~~objective ~~Principal~~of ~~Financial~~ensuring ~~Officer concluded~~ that ~~our~~such ~~disclosure~~information ~~controls~~is accumulated and communicated to ~~procedures~~our ~~(as~~management, ~~defined~~including inthe ~~Rules~~chief ~~13a-15~~executive ~~(e)~~officer and ~~15d-15~~chief ~~(e)~~financial ~~under~~officer, ~~the~~as ~~Exchange~~appropriate ~~Act)~~to ~~were~~allow ~~effective~~timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control Over Financial Reporting

There ~~was~~have been no ~~change~~changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~September~~March 3031, ~~2021~~2022 ~~covered~~that byhaave ~~this Quarterly Report on Form 10-Q that has~~ materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

1618

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

~~Factors~~The ~~that~~Company ~~could~~is ~~cause~~a ~~our~~smaller ~~actual~~reporting ~~results~~company toand ~~differ~~is ~~materially~~not ~~from~~required ~~those~~to inprovide this ~~Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on March 31, 2021~~information. ~~As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.~~

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our Amended and Restated Memorandum and Articles of Association our public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public stockholders.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial Business Combination and could even result in our inability to find a target or to consummate an initial Business Combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially, especially in the past year. Many potential targets for special purpose acquisition companies have already entered into an initial Business Combination, and there are still many special purpose acquisition companies seeking targets for their initial Business Combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate our initial Business Combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close Business Combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial Business Combination, and may result in our inability to consummate an initial Business Combination on terms favorable to our investors altogether.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

OnThere ~~December~~were ~~15,~~no ~~2020,~~sales ~~we consummated our Initial Public Offering~~ of ~~11,500,000~~equity ~~Units,~~securities ~~inclusive~~during ~~of 1,500,000 Units sold to~~ the ~~underwriters upon~~period ~~the~~covered ~~underwriters’~~by ~~election~~this toReport ~~fully~~that ~~exercise~~were ~~their~~not ~~over-allotment~~registered ~~option,~~under atthe aSecurities ~~price~~Act ofand ~~$10.00 per Unit, generating total~~were ~~gross~~not ~~proceeds~~previously ofreported ~~$115,000,000. Chardan Capital Markets, LLC acted as the sole book-running manager. The securities sold~~ in ~~the~~a ~~offering were~~Current ~~registered~~Report ~~under the Securities Act~~ on ~~registration statement on~~ Form S8-1K ~~(No.~~filed ~~333-250939).~~by ~~The~~the ~~registration statement became effective on December 10, 2020~~Company.

Simultaneously with the consummation of the Initial Public Offering, and the full exercise of the over-allotment option, we consummated a private placement of 4,188,889 Private Warrants to our Sponsors at a price of $0.75 per Private Warrant and 100,833 Placement Units to Up and Up Capital, LLC at a price of $10.00 per Placement Unit, generating total proceeds of $4,150,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

We issued 402,500 equity participation shares to Chardan Capital Markets, LLC as underwriters’ compensation. The issuance was exempt under Section 4(a)(2) of the Securities Act.

Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of the Private Securities, $116,150,000 was placed in the Trust Account.

We paid a total of $2,300,000 in underwriting discounts and commissions and $216,841 for other costs and expenses related to the Initial Public Offering.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

1819

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, ~~or incorporated by reference into,~~ this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
Exhibit No.		Description of Exhibit
10.1*		Amendment No. 3 Promissory Note, dated October 13, 2021, issued by the Company to Globis SPAC LLC
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished.

SIGNATURES

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

	GLOBIS ACQUISITION CORP.
Date: November 10, 2021		/s/ Paul Packer
	Name:	Paul Packer
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Accounting Officer)

SIGNATURES

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

	GLOBIS ACQUISITION CORP.

Date: May 13, 2022	/s/ Paul Packer
	Name:	Paul Packer
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

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