Globis (GLAQ) Delays Vote & Adds FPA to Forafric Deal

Globis (GLAQ) Delays Vote & Adds FPA to Forafric Deal

Globis Acquisition Corp. (NASDAQ:GLAQ) announced this morning in an 8-K that it has postponed its shareholder meeting and has added a new forward purchase agreement (“FPA”) to its combination with African agribusiness Forafric.

The SPAC recently held a special meeting of stockholders on June 7, but the meeting was adjourned to give the company additional time to solicit votes in favor of the proposals. At the stockholders meeting, holders of 10,878,579, representing 72.28%, shares of GLAQ common stock were represented in person or by proxy constituting a quorum.

The special meeting will reconvene today, June 9, 2022 at 9:00 a.m. ET.

On June 8, Globis and certain unaffiliated investors entered into an FPA to which, on the three month anniversary of the closing date of the business combination, the investors may elect to sell and transfer to the company, an aggregate up to 1,500,000 shares of common stock par value $0.0001 per share. The investor shares will consist of common stock held by the investors and/or any additional shares of common stock that they may acquire prior to the close.

Globis will acquire the shares at a price of $10.80 per share and in exchange for the company’s commitment to purchase the shares, each investor agreed that it will not request a redemption. The investor may sell its shares in the open market as long as the sales price exceeds $10.80 per share. If the investor sells any shares in the open market after the redemption date and prior to the three-month anniversary of the Business Combination Closing Date at a price that is greater than $10.80, the Escrow Agent will release an amount equal to $10.80 per early sale share sold.

Simultaneously with the closing of the business combination, Globis will deposit into an escrow account an amount equal to the lesser of $16,200,000 and $10.80 multiplied by the aggregate number of investor shares held by the investors at the closing. The company’s purchase of the shares will be made with funds from the escrow account attributed to the investor shares.

Also on June 8, Globis, along with Forafric Agro Holdings Limited, Lighthouse Capital Limited, and Globis NV Merger Corp., agreed to further amend and revise the business combination agreement by deferring the closing payment. Globis will pay the Seller the principal sum of $20,000,000 together with interest on the the outstanding amount from the date of the closing of the deal up to the date of payment. This will be computed on the basis of a 360-day year consisting of twelve months of thirty days accrued but unpaid thereon at the fixed per annum rate of 8%.

As background, the SPAC agreed to funding mechanisms back in January that brought in $29.5 million in new capital for its combination with Forafric. The new money came in the form of a $9.5 million convertible note, which will automatically convert to shares in the post-combination at $9.45 per share. Or, if left unconverted, will hold a 6% interest rate per annum and mature on June 15, 2026. Globis also added a PIPE worth up to $20 million at $10.50 per share, which will be reduced should it constitute more than a 4.99% stake in the new company.
The parties did not initially detail any PIPE financing when the $300 million deal was announced on December 20.