Globis Acquisition Corp.

The company's own tables assume the maximum 11,500,000 public shares redeem at $10.30, so management is planning for a near-total exit by the public float and the resulting ownership percentages reflect that. Holders who redeem take $10.30 in cash, above the $10.00 deposit price. Those who stay become shareholders of a Gibraltar-registered North African milling business, changing the governing law, the disclosure regime and the practical remedies available to them, alongside a 15.8 million warrant overhang.

The surviving public company will be a GIBRALTAR company, not a U.S. one, so post-closing shareholder rights are governed by Gibraltar law rather than Delaware or Nevada law — a materially different legal regime for minority protections, disclosure and enforcement. The path runs Delaware to Nevada to Gibraltar through a newly formed holding company, with a redomiciliation and then a re-registration from private to public form, so several sequenced corporate steps must each complete before closing.

The registered ceiling of 49,845,317 ordinary shares plus 15,789,722 warrants is identical to the amendment that follows, so it was fixed at this stage. This version describes the securities purchase agreement without the April 20, 2022 amendment that the next version carries, even though it is dated the same day — so the two versions differ on the state of the agreement. The surviving public company will be governed by Gibraltar law rather than U.S. law.

The registered ceiling of 49,845,317 ordinary shares plus 15,789,722 warrants is fixed at this first amendment and does not move through the two that follow. The surviving public company will be a Gibraltar company, so post-closing shareholder rights are governed by Gibraltar law rather than U.S. law. The underlying instrument is a securities purchase agreement rather than a merger agreement, and at this stage it carries no amendment.

The registrant is the newly formed Nevada holding company, not the Delaware SPAC — which matches the structure the later amendments describe, in which Globis Acquisition Corp. forms Globis NV Merger Corp. and that entity then redomiciles to Gibraltar as Forafric Global. Identifying the registrant correctly matters because the securities being registered are the holding company's, not the SPAC's. No deal terms are stated in this extract.

This provides the SPAC with up to $1M in working capital from the sponsor, and the conversion feature at $0.75 per warrant means the sponsor can acquire additional warrants cheaply upon deal close, slightly increasing warrant overhang for public shareholders.