Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | Globis NV Merger Corp. |
Entity Central Index Key | 0001903870 |
Entity Primary SIC Number | 6770 |
Entity Tax Identification Number | 85-2703418 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 7100 W. Camino Real |
Entity Address, Address Line Two | Suite 302-48 |
Entity Address, City or Town | Boca Raton |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33433 |
City Area Code | 212 |
Local Phone Number | 847-3248 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 7100 W. Camino Real |
Entity Address, Address Line Two | Suite 302-48 |
Entity Address, City or Town | Boca Raton |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33433 |
City Area Code | 212 |
Local Phone Number | 847-3248 |
Condensed Balance Sheets
Condensed Balance Sheets - Globis Acquisition Corp [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 8,413 | $ 202,068 |
Prepaid expenses | 150,653 | 283,333 |
Total Current Assets | 159,066 | 485,401 |
Marketable securities held in Trust Account | 116,155,627 | 116,150,000 |
TOTAL ASSETS | 116,314,693 | 116,635,401 |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||
Current liabilities - Accounts payable and accrued expenses | 646,729 | 65,628 |
Promissory note – related party | 700,000 | |
TOTAL LIABILITIES | 1,346,729 | 65,628 |
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 |
Stockholders’ (Deficit) Equity | ||
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 |
Additional paid-in capital | 509,304 | 509,304 |
Accumulated deficit | (1,691,695) | (89,886) |
Total Stockholders’ (Deficit) Equity | (1,182,036) | 419,773 |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 116,314,693 | $ 116,635,401 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - Globis Acquisition Corp [Member] - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||
Temporary Equity, Shares Issued | 11,500,000 | 11,500,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 15,050,833 | 3,550,833 |
Common stock redemption, share | 11,500,000 | 11,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Shares, Issued | 15,050,833 |
Condensed Statements of Operati
Condensed Statements of Operations - Globis Acquisition Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
General and administrative expenses | $ 1,000 | $ 892,144 | $ 1,607,436 | |
Loss from operations | (1,000) | (892,144) | (1,607,436) | |
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 1,785 | 5,627 | ||
Total other income | 1,785 | 5,627 | ||
Loss before income taxes | (1,000) | (890,359) | (1,601,809) | |
Benefit from (provision for) income taxes | ||||
Formation and operational costs | 89,886 | |||
Net loss | $ (1,000) | $ (890,359) | $ (89,886) | $ (1,601,809) |
Basic and diluted weighted average shares outstanding, Redeemable common stock | 11,500,000 | 1,520,661 | 11,500,000 | |
Basic and diluted net loss per share, Common stock subject to possible redemption | $ (0.02) | |||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 2,500,000 | 3,550,833 | 2,658,912 | 3,550,833 |
Basic and diluted earnings (loss) per share, Non-redeemable common stock | $ (0.06) | $ (0.02) | $ (0.11) | |
Basic and diluted earnings (loss) per share, Redeemable common stock | $ (0.06) | $ (0.11) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' (Deficit) Equity - Globis Acquisition Corp [Member] - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Aug. 20, 2020 | ||||
Balance, shares at Aug. 20, 2020 | ||||
Issuance of Founder Shares to Sponsor | $ 288 | 24,712 | 25,000 | |
Issuance of Founder Shares to Sponsor, Shares | 2,875,000 | |||
Net loss | (1,000) | (1,000) | ||
Balance at Sep. 30, 2020 | $ 288 | 24,712 | (1,000) | (24,000) |
Balance, shares at Sep. 30, 2020 | 2,875,000 | |||
Balance at Aug. 20, 2020 | ||||
Balance, shares at Aug. 20, 2020 | ||||
Issuance of Founder Shares to Sponsor | $ 305 | 26,195 | 26,500 | |
Issuance of Founder Shares to Sponsor, Shares | 3,047,500 | |||
Sale of 100,833 Placement Units | $ 10 | 1,008,320 | 1,008,330 | |
Sale of 100,833 Placement Units, shares | 100,833 | |||
Sale of 4,188,889 Private Warrants | 3,141,670 | 3,141,670 | ||
Equity participation shares | $ 40 | (40) | ||
Equity participation shares, shares | 402,500 | |||
Redemption adjustment for Common Stock to redemption amount | (3,666,841) | (3,666,841) | ||
Net loss | (89,886) | (89,886) | ||
Balance at Dec. 31, 2020 | $ 355 | 509,304 | (89,886) | 419,773 |
Balance, shares at Dec. 31, 2020 | 3,550,833 | |||
Net loss | (363,959) | (363,959) | ||
Balance at Mar. 31, 2021 | $ 355 | 509,304 | (453,845) | 55,814 |
Balance, shares at Mar. 31, 2021 | 3,550,833 | |||
Balance at Dec. 31, 2020 | $ 355 | 509,304 | (89,886) | 419,773 |
Balance, shares at Dec. 31, 2020 | 3,550,833 | |||
Balance at Sep. 30, 2021 | $ 355 | 509,304 | (1,691,695) | (1,182,036) |
Balance, shares at Sep. 30, 2021 | 3,550,833 | |||
Balance at Mar. 31, 2021 | $ 355 | 509,304 | (453,845) | 55,814 |
Balance, shares at Mar. 31, 2021 | 3,550,833 | |||
Net loss | (347,491) | (347,491) | ||
Balance at Jun. 30, 2021 | $ 355 | 509,304 | (801,336) | (291,677) |
Balance, shares at Jun. 30, 2021 | 3,550,833 | |||
Net loss | (890,359) | (890,359) | ||
Balance at Sep. 30, 2021 | $ 355 | $ 509,304 | $ (1,691,695) | $ (1,182,036) |
Balance, shares at Sep. 30, 2021 | 3,550,833 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders' (Deficit) Equity (Parenthetical) - Globis Acquisition Corp [Member] | 4 Months Ended |
Dec. 31, 2020shares | |
Warrant [Member] | |
Stock Issued During Period, Shares, New Issues | 4,188,889 |
Private Placement [Member] | |
Stock Issued During Period, Shares, New Issues | 100,833 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - Globis Acquisition Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (1,000) | $ (890,359) | $ (89,886) | $ (1,601,809) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (1,785) | (5,627) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (283,333) | 132,680 | ||
Accrued expenses | 65,628 | |||
Accounts payable and accrued expenses | 1,000 | 581,101 | ||
Net cash used in operating activities | (307,591) | (893,655) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (116,150,000) | |||
Net cash used in investing activities | (116,150,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of common stock to Sponsor | 25,000 | 26,500 | ||
Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 | |||
Proceeds from sale of Placement Units | 1,008,330 | |||
Proceeds from sale of Private Warrants | 3,141,670 | |||
Proceeds from promissory note – related party | 50,000 | 700,000 | ||
Repayment of advances from related party | (50,000) | |||
Payment of offering costs | (10,035) | (216,841) | ||
Net cash provided by financing activities | 14,965 | 116,659,659 | 700,000 | |
Net Change in Cash | 14,965 | 202,068 | (193,655) | |
Cash – Beginning of period | 202,068 | |||
Cash – End of period | 14,965 | $ 8,413 | 202,068 | 8,413 |
Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | $ 5,000 | |||
Initial classification of common stock subject to possible redemption | $ 116,150,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 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. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares,” 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), generating gross proceeds of $ 115,000,000 , which is described in Note 4. 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 5. 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, 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 consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. 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-transaction 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”). The Company will provide its holders of the outstanding Public Shares (the “public 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 FINANCIAL STATEMENTS DECEMBER 31, 2020 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 in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors have agreed to vote their Founder Shares (as defined in Note 6), Placement Shares (as defined in Note 6) 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 irrespective of whether they vote for or against the proposed transaction or do not vote at all. 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 have until December 15, 2021 to complete a Business Combination; provided, 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 deposit 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. If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 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 7) 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 Initial Public Offering price per Unit ($10.10). GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 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) $ 10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay 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. 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, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 December 31, 2020, the Company had cash of $ 202,068 held outside of the Trust Account, $ 116,150,000 held in the Trust Account to be used for a Business Combination, and adjusted working capital of $ 432,087 , which excludes $ 12,314 of franchise taxes payable. 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 6, 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 (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. 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 transaction. 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). 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). | 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. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through September 30, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, 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 of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares,” 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), generating gross proceeds of $ 115,000,000 , which is described in Note 4. 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 5. 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, 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (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 in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors have agreed to vote their Founder Shares (as defined in Note 6), Placement Shares (as defined in Note 6) 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 have until December 15, 2021 to complete a Business Combination; provided, 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 deposit 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. If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law , and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founder Shares and Placement Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their liquidation rights with respect to the equity participation shares (see Note 7) in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.10 ). GLOBIS ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (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) $ 10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay 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 30, 2021, the Company had cash of $ 8,413 held outside of the Trust Account, $ 116,155,627 held in the Trust Account to be used for a Business Combination, and adjusted working capital deficit of $ 1,037,663 , which excludes $ 150,000 of franchise taxes payable. 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 6, 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 (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 19, 2021 the Note was amended to increase the principal amount of the Note to $ 2,000,000 and on October 13, 2021, the Note was further amended to increase the principal amount of the Note to $ 3,000,000 . 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). 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. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements, 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 redemption. The Company previously determined 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 temporary equity 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 classification 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. In connection with the change in presentation for the common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to all common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all shares of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS As Previously Adjustment As Restated Balance Sheet as of December 15, 2020 (Audited) Common stock subject to possible redemption $ 111,652,086 $ 4,497,914 $ 116,150,000 Common stock $ 401 $ (45 ) $ 356 Additional paid-in capital $ 5,007,172 $ (4,497,869 ) $ 509,303 Accumulated deficit $ (7,571 ) $ — $ (7,571 ) Total Stockholders’ Equity $ 5,000,002 $ (4,497,914 ) $ 502,088 Number of shares of common stock subject to possible redemption 11,054,662 445,338 11,500,000 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 $ 5,000,001 $ (4,580,228 ) $ 419,773 Number of shares of common stock subject to possible redemption 11,046,512 453,488 11,500,000 Statement of Cash Flows for the Period from August 21, 2020 (Inception) through December 31, 2020 (Audited) Initial classification of common stock subject to possible redemption $ 111,652,086 $ 4,497,914 $ 116,150,000 Change in value of Common Stock subject to possible redemption $ (82,314 ) $ 82,314 $ — Condensed Statement of Changes in Stockholders’ Equity for the Period Ended December 31, 2020 (Audited) Sale of 11,500,000 Units, net of underwriter discounts and offering expenses $ 112,483,159 $ (112,483,159 ) $ — Initial value of Common Stock subject to redemption $ 111,569,772 $ (111,569,772 ) $ — Redemption adjustment for Common Stock to redemption amount $ — $ (3,666,841 ) $ (3,666,841 ) Total Shareholders’ Equity $ 5,000,001 $ (4,580,228 ) $ 419,773 Statement of Operations for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,054,662 (9,534,001 ) 1,520,661 Basic and diluted net income per share, common stock subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 2,717,799 (58,887 ) 2,658,912 Basic and diluted net loss (income) per share, Non-redeemable common stock $ (0.03 ) $ 0.01 $ (0.02 ) | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate the Company’s previously reported financial statements. During the quarter ended September 30, 2021, the Company determined that at the closing of the Company’s Initial Public Offering (including the sale of the shares issued pursuant to the exercise of the underwriters’ overallotment) it had improperly valued its common stock subject to possible redemption at the closing of the Company’s Initial Public Offering and at the closing of the sale of shares pursuant to the exercise of the underwriters’ overallotment, it had improperly classified certain of its common stock subject to possible redemption. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $ 10.10 per share of common stock while also taking into consideration that in accordance with the Company’s Charter, a redemption cannot result in net tangible assets being less than $ 5,000,001 . Management determined that the common stock issued in the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a classification adjustment 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 and common stock In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per share of common stock calculation to allocate net income (loss) evenly to the total shares of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all shares of common stock share pro rata in the income (loss) of the Company. The impact of the restatement on the Company’s historical financial statements is reflected in the following tables: SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS As Previously Adjustment As Restated Condensed Balance Sheet as of March 31, 2021 (unaudited) Common stock subject to possible redemption $ 111,205,807 $ 4,944,193 $ 116,150,000 Common stock $ 404 $ (49 ) $ 355 Additional paid-in capital $ 5,453,448 $ (4,944,144 ) $ 509,304 Accumulated deficit $ (453,845 ) $ — $ (453,845 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (4,944,193 ) $ 55,814 Number of shares of common stock subject to possible redemption 11,010,476 (489,524 ) 11,500,000 Condensed Balance Sheet as of June 30, 2021 (unaudited) Common stock subject to possible redemption $ 110,858,319 $ 5,291,681 $ 116,150,000 Common stock $ 407 $ (52 ) $ 355 Additional paid-in capital $ 5,800,933 $ (5,291,629 ) $ 509,304 Accumulated deficit $ (801,336 ) $ — $ (801,336 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (5,291,681 ) $ (291,677 ) Number of shares of common stock subject to possible redemption 10,976,071 523,929 11,500,000 Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,046,512 453,488 11,500,000 Basic and diluted net income (loss) per share, common stock subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,004,321 (453,488 ) 3,550,833 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.09 ) $ 0.07 $ (0.02 ) Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,010,476 489,524 11,500,000 Basic and diluted net income (loss) per share, common stock subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,040,357 (489,524 ) 3,550,833 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.09 ) $ 0.07 $ (0.02 ) Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,028,394 471,606 11,500,000 Basic and diluted net income (loss) per share, common stock subject to possible redemption $ — $ (0.05 ) $ (0.05 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,022,439 (471,606 ) 3,550,833 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.18 ) $ 0.13 $ (0.05 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) As Previously Adjustment As Restated Change in value of common stock subject to possible redemption $ 363,065 $ (363,065 ) $ — Total Stockholders’ Equity $ 5,000,007 (4,944,193 ) $ 55,814 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited) Change in value of common stock subject to possible redemption $ 347,488 $ (347,488 ) $ — Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (5,291,681 ) $ (291,677 ) Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Non-Cash investing and financing activities: Change in value of common stock subject to possible redemption $ (363,965 ) $ 363,965 $ — Condensed Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Non-Cash investing and financing activities: Change in value of common stock subject to possible redemption $ (711,453 ) $ 711,453 $ — |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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. GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 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 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 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. Accordingly, the actual results could differ significantly from those estimates. 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 no t have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. Common Stock Subject to Possible Redemption (Restated, see Note 2) 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 balance sheet. The Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN BALANCE SHEET Gross Proceeds 115,000,000 Less: Common stock issuance costs (2,516,841 ) Add: Accretion of carrying value to redemption value 3,666,841 Common stock subject to possible redemption 116,150,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as 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 immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net Loss per Common Stock (Restated, see Note 2) 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 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 Stock in the aggregate. As of December 31 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE Redeemable common stock Non-redeemable common stock For the Period from August 21, 2020 (Inception) Through December 31, 2020 Redeemable common stock Non-redeemable common stock Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (32,703 ) $ (57,183 ) Denominator: Basic and diluted weighted average shares outstanding 1,520,661 2,658,912 Basic and diluted net loss per common stock $ (0.02 ) $ (0.02 ) 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 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 balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally 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 financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed 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 amended by the Amendment No. 1 to the Annual Report on Form 10-K/A as filed with the SEC on December 7, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. GLOBIS ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (UNAUDITED) 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 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 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 30, 2021 or December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest 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 at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account 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 balance sheet. 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 30, 2021 and December 31, 2020, the common stock reflected in the condensed balance sheets are reconciled in the following table: SCHEDULE OF CONDENSED BALANCE SHEET Gross proceeds $ 115,000,000 Less: Common Stock issuance costs $ (2,516,841 ) Plus: Accretion of carrying value to redemption value $ 3,666,841 Common Stock subject to possible redemption $ 116,150,000 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (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 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 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as 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 immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. 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 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 Stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE Redeemable Non-redeemable Redeemable Non-redeemable Non-redeemable For the Period from Three Months Ended Nine Months Ended August 21, 2020 September 30, 2021 September 30, 2021 September 30, 2020 Redeemable Non-redeemable Redeemable Non-redeemable Non-redeemable common stock common stock common stock common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (680,303 ) $ (210,056 ) $ (1,223,906 ) $ (377,903 ) $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,550,833 11,500,000 3,550,833 2,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.11 ) $ (0.11 ) $ (0.00 ) GLOBIS ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (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 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 balance sheet, 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 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. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING 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). | NOTE 4. INITIAL PUBLIC OFFERING 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (UNAUDITED) |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
PRIVATE PLACEMENT | NOTE 5. 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 8). GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 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 5. 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 8). 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
RELATED PARTY TRANSACTIONS | NOTE 6. 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. 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 period from August 21, 2020 (inception) through December 31, 2020, the Company incurred $ 5,000 in fees for these services, of which amount is included in accrued expenses in the accompanying balance sheet. Advances from Related Party As of December 2, 2020, the Sponsor advanced the Company $ 50,000 to fund certain offering cost 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, the notes may be converted upon completion of a Business Combination into warrants at a price of $ 0.75 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | NOTE 6. 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. 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 30, 2021, the Company incurred $ 30,000 and $ 90,000 , respectively, in fees for these services. At September 30, 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. On July 19, 2021, the Note was amended to increase the principal amount of the Note to $ 2,000,000 . On October 13, 2021, the Note was amended to increase the principal amount of the Note to $ 3,000,000 . |
COMMITMENTS
COMMITMENTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
COMMITMENTS | NOTE 7. 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 FINANCIAL STATEMENTS DECEMBER 31, 2020 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 stockholders’ 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 7. 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 30, 2021 (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’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. |
STOCKHOLDER_S EQUITY
STOCKHOLDER’S EQUITY | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
STOCKHOLDER’S EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY (Restated, see Note 2) STOCKHOLDER’S EQUITY Preferred Stock 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 December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock 100,000,000 shares of common stock with a par value of $ 0.0001 per share. At December 31, 2020, 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 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 our initial 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. GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 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. | NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock 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 September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock 100,000,000 shares of common stock with a par value of $ 0.0001 per share. At September 30, 2021 and December 31, 2020, 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 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 initial 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. GLOBIS ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (UNAUDITED) |
INCOME TAX
INCOME TAX | 4 Months Ended |
Dec. 31, 2020 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2020 Deferred tax assets Net operating loss carryforward $ 2,586 Startup and organizational costs 16,290 Total deferred tax assets 18,876 Valuation Allowance (18,876 ) Deferred tax assets, net valuation allowance $ — The income tax provision consists of the following: SCHEDULE OF INCOME TAX PROVISION December 31, 2020 Federal Current $ — Deferred (18,876 ) State and Local Current — Deferred — Change in valuation allowance 18,876 Income tax provision $ — As of December 31, 2020, the Company had $ 89,886 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 21, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $ 18,876 . A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance (21.0 )% Income tax provision 0.0 % GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
FAIR VALUE MEASUREMENTS | NOTE 10. 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 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 December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 116,150,000 | NOTE 9. 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 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, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS Description Level September 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 116,155,627 $ 116,150,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 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. At the election of the Lender, all or a portion of the unpaid principal amount of the Note may be converted upon the consummation of the Company’s initial Business Combination into a number of warrants of the Company, with each warrant being exercisable for one share of common stock of the Company (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $ 0.75 , rounded up to the nearest whole number of warrants. The Conversion Warrants are identical to the Private Warrants issued. On February 2, 2021, the Company borrowed $100,000 in accordance with the Note. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below and the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. In October 2021, the Company increased the principal amount available under the Note (as defined in Note 1 under Liquidity) to $ 3,000,000 . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - Globis Acquisition Corp [Member] | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally 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 financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed 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 amended by the Amendment No. 1 to the Annual Report on Form 10-K/A as filed with the SEC on December 7, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. GLOBIS ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (UNAUDITED) |
Emerging Growth Company | 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. GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 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. | 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 | Use of Estimates The preparation of the 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 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. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the 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 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 | 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 no t have any cash equivalents as of December 31, 2020. | 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 30, 2021 or December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest 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 at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption (Restated, see Note 2) 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 balance sheet. The Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN BALANCE SHEET Gross Proceeds 115,000,000 Less: Common stock issuance costs (2,516,841 ) Add: Accretion of carrying value to redemption value 3,666,841 Common stock subject to possible redemption 116,150,000 | 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 balance sheet. 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 30, 2021 and December 31, 2020, the common stock reflected in the condensed balance sheets are reconciled in the following table: SCHEDULE OF CONDENSED BALANCE SHEET Gross proceeds $ 115,000,000 Less: Common Stock issuance costs $ (2,516,841 ) Plus: Accretion of carrying value to redemption value $ 3,666,841 Common Stock subject to possible redemption $ 116,150,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. GLOBIS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as 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 immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. | 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 FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (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 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 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as 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 immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. |
Net Income (Loss) per Common Share | Net Loss per Common Stock (Restated, see Note 2) 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 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 Stock in the aggregate. As of December 31 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE Redeemable common stock Non-redeemable common stock For the Period from August 21, 2020 (Inception) Through December 31, 2020 Redeemable common stock Non-redeemable common stock Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (32,703 ) $ (57,183 ) Denominator: Basic and diluted weighted average shares outstanding 1,520,661 2,658,912 Basic and diluted net loss per common stock $ (0.02 ) $ (0.02 ) | 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 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 Stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE Redeemable Non-redeemable Redeemable Non-redeemable Non-redeemable For the Period from Three Months Ended Nine Months Ended August 21, 2020 September 30, 2021 September 30, 2021 September 30, 2020 Redeemable Non-redeemable Redeemable Non-redeemable Non-redeemable common stock common stock common stock common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (680,303 ) $ (210,056 ) $ (1,223,906 ) $ (377,903 ) $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,550,833 11,500,000 3,550,833 2,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.11 ) $ (0.11 ) $ (0.00 ) GLOBIS ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (UNAUDITED) |
Concentration of Credit Risk | 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 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. | 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 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 | 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 balance sheet, primarily due to their short-term nature. | 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 balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. | 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. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe 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. |
Fair Value Measurements | 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. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS | SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS As Previously Adjustment As Restated Balance Sheet as of December 15, 2020 (Audited) Common stock subject to possible redemption $ 111,652,086 $ 4,497,914 $ 116,150,000 Common stock $ 401 $ (45 ) $ 356 Additional paid-in capital $ 5,007,172 $ (4,497,869 ) $ 509,303 Accumulated deficit $ (7,571 ) $ — $ (7,571 ) Total Stockholders’ Equity $ 5,000,002 $ (4,497,914 ) $ 502,088 Number of shares of common stock subject to possible redemption 11,054,662 445,338 11,500,000 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 $ 5,000,001 $ (4,580,228 ) $ 419,773 Number of shares of common stock subject to possible redemption 11,046,512 453,488 11,500,000 Statement of Cash Flows for the Period from August 21, 2020 (Inception) through December 31, 2020 (Audited) Initial classification of common stock subject to possible redemption $ 111,652,086 $ 4,497,914 $ 116,150,000 Change in value of Common Stock subject to possible redemption $ (82,314 ) $ 82,314 $ — Condensed Statement of Changes in Stockholders’ Equity for the Period Ended December 31, 2020 (Audited) Sale of 11,500,000 Units, net of underwriter discounts and offering expenses $ 112,483,159 $ (112,483,159 ) $ — Initial value of Common Stock subject to redemption $ 111,569,772 $ (111,569,772 ) $ — Redemption adjustment for Common Stock to redemption amount $ — $ (3,666,841 ) $ (3,666,841 ) Total Shareholders’ Equity $ 5,000,001 $ (4,580,228 ) $ 419,773 Statement of Operations for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,054,662 (9,534,001 ) 1,520,661 Basic and diluted net income per share, common stock subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 2,717,799 (58,887 ) 2,658,912 Basic and diluted net loss (income) per share, Non-redeemable common stock $ (0.03 ) $ 0.01 $ (0.02 ) | The impact of the restatement on the Company’s historical financial statements is reflected in the following tables: SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS As Previously Adjustment As Restated Condensed Balance Sheet as of March 31, 2021 (unaudited) Common stock subject to possible redemption $ 111,205,807 $ 4,944,193 $ 116,150,000 Common stock $ 404 $ (49 ) $ 355 Additional paid-in capital $ 5,453,448 $ (4,944,144 ) $ 509,304 Accumulated deficit $ (453,845 ) $ — $ (453,845 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (4,944,193 ) $ 55,814 Number of shares of common stock subject to possible redemption 11,010,476 (489,524 ) 11,500,000 Condensed Balance Sheet as of June 30, 2021 (unaudited) Common stock subject to possible redemption $ 110,858,319 $ 5,291,681 $ 116,150,000 Common stock $ 407 $ (52 ) $ 355 Additional paid-in capital $ 5,800,933 $ (5,291,629 ) $ 509,304 Accumulated deficit $ (801,336 ) $ — $ (801,336 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (5,291,681 ) $ (291,677 ) Number of shares of common stock subject to possible redemption 10,976,071 523,929 11,500,000 Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,046,512 453,488 11,500,000 Basic and diluted net income (loss) per share, common stock subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,004,321 (453,488 ) 3,550,833 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.09 ) $ 0.07 $ (0.02 ) Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,010,476 489,524 11,500,000 Basic and diluted net income (loss) per share, common stock subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,040,357 (489,524 ) 3,550,833 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.09 ) $ 0.07 $ (0.02 ) Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 11,028,394 471,606 11,500,000 Basic and diluted net income (loss) per share, common stock subject to possible redemption $ — $ (0.05 ) $ (0.05 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,022,439 (471,606 ) 3,550,833 Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.18 ) $ 0.13 $ (0.05 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) As Previously Adjustment As Restated Change in value of common stock subject to possible redemption $ 363,065 $ (363,065 ) $ — Total Stockholders’ Equity $ 5,000,007 (4,944,193 ) $ 55,814 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited) Change in value of common stock subject to possible redemption $ 347,488 $ (347,488 ) $ — Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (5,291,681 ) $ (291,677 ) Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Non-Cash investing and financing activities: Change in value of common stock subject to possible redemption $ (363,965 ) $ 363,965 $ — Condensed Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Non-Cash investing and financing activities: Change in value of common stock subject to possible redemption $ (711,453 ) $ 711,453 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - Globis Acquisition Corp [Member] | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN BALANCE SHEET | At December 31, 2020, the common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN BALANCE SHEET Gross Proceeds 115,000,000 Less: Common stock issuance costs (2,516,841 ) Add: Accretion of carrying value to redemption value 3,666,841 Common stock subject to possible redemption 116,150,000 | |
SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE Redeemable common stock Non-redeemable common stock For the Period from August 21, 2020 (Inception) Through December 31, 2020 Redeemable common stock Non-redeemable common stock Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (32,703 ) $ (57,183 ) Denominator: Basic and diluted weighted average shares outstanding 1,520,661 2,658,912 Basic and diluted net loss per common stock $ (0.02 ) $ (0.02 ) | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE Redeemable Non-redeemable Redeemable Non-redeemable Non-redeemable For the Period from Three Months Ended Nine Months Ended August 21, 2020 September 30, 2021 September 30, 2021 September 30, 2020 Redeemable Non-redeemable Redeemable Non-redeemable Non-redeemable common stock common stock common stock common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (680,303 ) $ (210,056 ) $ (1,223,906 ) $ (377,903 ) $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,550,833 11,500,000 3,550,833 2,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.11 ) $ (0.11 ) $ (0.00 ) |
SCHEDULE OF CONDENSED BALANCE SHEET | At September 30, 2021 and December 31, 2020, the common stock reflected in the condensed balance sheets are reconciled in the following table: SCHEDULE OF CONDENSED BALANCE SHEET Gross proceeds $ 115,000,000 Less: Common Stock issuance costs $ (2,516,841 ) Plus: Accretion of carrying value to redemption value $ 3,666,841 Common Stock subject to possible redemption $ 116,150,000 |
INCOME TAX (Tables)
INCOME TAX (Tables) - Globis Acquisition Corp [Member] | 4 Months Ended |
Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s net deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2020 Deferred tax assets Net operating loss carryforward $ 2,586 Startup and organizational costs 16,290 Total deferred tax assets 18,876 Valuation Allowance (18,876 ) Deferred tax assets, net valuation allowance $ — |
SCHEDULE OF INCOME TAX PROVISION | The income tax provision consists of the following: SCHEDULE OF INCOME TAX PROVISION December 31, 2020 Federal Current $ — Deferred (18,876 ) State and Local Current — Deferred — Change in valuation allowance 18,876 Income tax provision $ — |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance (21.0 )% Income tax provision 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Globis Acquisition Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 116,150,000 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS Description Level September 30, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 116,155,627 $ 116,150,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | Dec. 15, 2021 | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 31, 2021 | Oct. 13, 2021 | Jul. 19, 2021 | Dec. 07, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Shares Issued, Price Per Share | $ 10.10 | |||||||
Proceeds from Issuance Initial Public Offering | $ 116,150,000 | $ 115,000,000 | ||||||
Sale of Stock, Consideration Received on Transaction | 6,541,841 | |||||||
Expense Related to Distribution or Servicing and Underwriting Fees | 2,300,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 4,025,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | 402,500 | |||||||
Payments of Stock Issuance Costs | $ 216,841 | 2,516,841 | ||||||
Debt Instrument, Face Amount | $ 100,000 | 1,000,000 | $ 2,000,000 | |||||
[custom:CashHeldOutsideTrust-0] | 202,068 | 8,413 | ||||||
Marketable Securities, Noncurrent | 116,150,000 | 116,155,627 | ||||||
[custom:WorkingCapital-0] | $ 432,087 | 1,037,663 | ||||||
Taxes Payable | 150,000 | |||||||
Equity Method Investment, Ownership Percentage | 80.00% | |||||||
Marketable Securities | $ 116,155,627 | |||||||
Franchise [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Taxes Payable | $ 12,314 | |||||||
Globis SPAC LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business Acquisition, Share Price | $ 10.10 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||||||
Trust Account [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business Acquisition, Share Price | $ 10.10 | |||||||
Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Liquidation Basis of Accounting, Costs and Incomes | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, | |||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||
Subsequent Event [Member] | Globis SPAC LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business Acquisition, Description of Acquired Entity | 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 deposit 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. | |||||||
Liquidation Basis of Accounting, Costs and Incomes | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law | |||||||
Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Property, Plant and Equipment, Net | $ 5,000,001 | $ 5,000,001 | ||||||
Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||
Taxes Payable | $ 100,000 | |||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 3,000,000 | ||||||
Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 4,188,889 | 4,188,889 | ||||||
Shares Issued, Price Per Share | $ 0.75 | |||||||
IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 11,500,000 | |||||||
Proceeds from Issuance Initial Public Offering | $ 115,000,000 | $ 115,000,000 | ||||||
Payments of Stock Issuance Costs | $ 2,516,841 | |||||||
Over-Allotment Option [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | |||||||
Shares Issued, Price Per Share | $ 10 | |||||||
Equity Method Investment, Ownership Percentage | 21.00% | |||||||
Over-Allotment Option [Member] | Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Shares Issued, Price Per Share | $ 11.50 | |||||||
Private Securities [Member] | Globis SPAC LLC and Up and Up Capital, LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 100,833 | |||||||
Shares Issued, Price Per Share | $ 10 |
SCHEDULE OF ERROR CORRECTIONS A
SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS (Details) - Globis Acquisition Corp [Member] - USD ($) | Dec. 15, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Common stock subject to possible redemption | $ 116,150,000 | $ 116,150,000 | $ 116,150,000 | $ 116,150,000 | ||||
Common stock | 356 | 355 | 355 | 355 | ||||
Common stock | (356) | (355) | (355) | (355) | ||||
Additional paid-in capital | 509,303 | 509,304 | $ 509,304 | $ 509,304 | 509,304 | $ 509,304 | 509,304 | |
Accumulated deficit | (7,571) | (1,691,695) | (801,336) | (453,845) | (89,886) | (801,336) | (1,691,695) | |
Total Stockholders' (Deficit) Equity | $ 502,088 | $ (1,182,036) | $ (291,677) | $ 55,814 | $ 419,773 | $ (291,677) | $ (1,182,036) | |
Common stock subject to redemption | 11,500,000 | 11,500,000 | ||||||
Initial classification of common stock subject to possible redemption | $ 116,150,000 | |||||||
Change in value of Common Stock subject to possible redemption | ||||||||
Underwriting Income (Loss) | ||||||||
Initial value of Common Stock subject to redemption | ||||||||
Redemption adjustment for Common Stock to redemption amount | $ (3,666,841) | |||||||
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 11,500,000 | 11,500,000 | 11,500,000 | 1,520,661 | 11,500,000 | 11,500,000 | ||
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | (11,500,000) | (11,500,000) | (11,500,000) | (1,520,661) | (11,500,000) | (11,500,000) | ||
Basic and diluted net income per share, common stock subject to possible redemption | $ (0.02) | |||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 2,500,000 | 3,550,833 | 3,550,833 | 3,550,833 | 2,658,912 | 3,550,833 | 3,550,833 | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | (2,500,000) | (3,550,833) | (3,550,833) | (3,550,833) | (2,658,912) | (3,550,833) | (3,550,833) | |
Basic and diluted net loss (income) per share, Non-redeemable common stock | $ (0.06) | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.11) | ||
Redeemable Noncontrolling Interest, Equity, Common, Carrying Amount | $ 116,150,000 | $ 116,150,000 | $ 116,150,000 | |||||
Common stock issued value | $ 355 | $ 355 | $ 355 | |||||
[custom:NumberOfSharesOfCommonStockSubjectToPossibleRedemption-0] | 11,500,000 | 11,500,000 | 11,500,000 | |||||
[custom:BasicAndDilutedEarningsLossPerShareRedeemableCommonStock] | $ (0.06) | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.11) | |||
[custom:ChangeInValueOfCommonStockSubjectToPossibleRedemption] | ||||||||
[custom:NonCashInvestingAndFinancingChangeInValueOfCommonStockSubjectToPossibleRedemption] | ||||||||
[custom:NonCashInvestingAndFinancingChangeInValuesOfCommonStockSubjectToPossibleRedemption] | ||||||||
Previously Reported [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Common stock subject to possible redemption | $ 111,652,086 | $ 111,569,772 | ||||||
Common stock | 401 | 400 | ||||||
Common stock | (401) | (400) | ||||||
Additional paid-in capital | 5,007,172 | 5,800,933 | 5,453,448 | 5,089,487 | 5,800,933 | |||
Accumulated deficit | (7,571) | (801,336) | (453,845) | (89,886) | (801,336) | |||
Total Stockholders' (Deficit) Equity | $ 5,000,002 | $ 5,000,004 | $ 5,000,007 | $ 5,000,001 | $ 5,000,004 | |||
Common stock subject to redemption | 11,054,662 | 11,046,512 | ||||||
Initial classification of common stock subject to possible redemption | $ 111,652,086 | |||||||
Change in value of Common Stock subject to possible redemption | (82,314) | |||||||
Underwriting Income (Loss) | 112,483,159 | |||||||
Initial value of Common Stock subject to redemption | 111,569,772 | |||||||
Redemption adjustment for Common Stock to redemption amount | ||||||||
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 11,010,476 | 11,046,512 | 11,054,662 | 11,028,394 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | (11,010,476) | (11,046,512) | (11,054,662) | (11,028,394) | ||||
Basic and diluted net income per share, common stock subject to possible redemption | ||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 4,040,357 | 4,004,321 | 2,717,799 | 4,022,439 | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | (4,040,357) | (4,004,321) | (2,717,799) | (4,022,439) | ||||
Basic and diluted net loss (income) per share, Non-redeemable common stock | $ (0.09) | $ (0.09) | $ (0.03) | $ (0.18) | ||||
Redeemable Noncontrolling Interest, Equity, Common, Carrying Amount | $ 110,858,319 | $ 111,205,807 | $ 110,858,319 | |||||
Common stock issued value | $ 407 | $ 404 | $ 407 | |||||
[custom:NumberOfSharesOfCommonStockSubjectToPossibleRedemption-0] | 10,976,071 | 11,010,476 | 10,976,071 | |||||
[custom:BasicAndDilutedEarningsLossPerShareRedeemableCommonStock] | ||||||||
[custom:ChangeInValueOfCommonStockSubjectToPossibleRedemption] | $ 347,488 | $ 363,065 | ||||||
[custom:NonCashInvestingAndFinancingChangeInValueOfCommonStockSubjectToPossibleRedemption] | (363,965) | $ (711,453) | ||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Common stock subject to possible redemption | $ 4,497,914 | $ 4,580,228 | ||||||
Common stock | 45 | 45 | ||||||
Common stock | (45) | (45) | ||||||
Additional paid-in capital | (4,497,869) | (5,291,629) | (4,944,144) | (4,580,183) | (5,291,629) | |||
Accumulated deficit | ||||||||
Total Stockholders' (Deficit) Equity | $ (4,497,914) | $ (5,291,681) | $ (4,944,193) | $ (4,580,228) | $ (5,291,681) | |||
Common stock subject to redemption | 445,338 | 453,488 | ||||||
Initial classification of common stock subject to possible redemption | $ 4,497,914 | |||||||
Change in value of Common Stock subject to possible redemption | 82,314 | |||||||
Underwriting Income (Loss) | (112,483,159) | |||||||
Initial value of Common Stock subject to redemption | (111,569,772) | |||||||
Redemption adjustment for Common Stock to redemption amount | $ (3,666,841) | |||||||
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 489,524 | 453,488 | 9,534,001 | 471,606 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | (489,524) | (453,488) | (9,534,001) | (471,606) | ||||
Basic and diluted net income per share, common stock subject to possible redemption | $ (0.02) | |||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 489,524 | 453,488 | 58,887 | 471,606 | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | (489,524) | (453,488) | (58,887) | (471,606) | ||||
Basic and diluted net loss (income) per share, Non-redeemable common stock | $ 0.07 | $ 0.07 | $ 0.01 | $ 0.13 | ||||
Redeemable Noncontrolling Interest, Equity, Common, Carrying Amount | $ 5,291,681 | $ 4,944,193 | $ 5,291,681 | |||||
Common stock issued value | $ (52) | $ (49) | $ (52) | |||||
[custom:NumberOfSharesOfCommonStockSubjectToPossibleRedemption-0] | 523,929 | (489,524) | 523,929 | |||||
[custom:BasicAndDilutedEarningsLossPerShareRedeemableCommonStock] | $ (0.02) | $ (0.02) | $ (0.05) | |||||
[custom:ChangeInValueOfCommonStockSubjectToPossibleRedemption] | $ (347,488) | $ (363,065) | ||||||
[custom:NonCashInvestingAndFinancingChangeInValueOfCommonStockSubjectToPossibleRedemption] | $ 363,965 | $ 711,453 |
SCHEDULE OF ERROR CORRECTIONS_2
SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS (Details) (Parenthetical) | 5 Months Ended |
Dec. 31, 2020shares | |
Underwriter [Member] | Globis Acquisition Corp [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | 11,500,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
IPO [Member] | ||
Sale of Stock, Price Per Share | $ 10.10 | |
Minimum [Member] | ||
Property, Plant and Equipment, Net | $ 5,000,001 | $ 5,000,001 |
SCHEDULE OF COMMON STOCK SUBJEC
SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN BALANCE SHEET (Details) - Globis Acquisition Corp [Member] - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Gross Proceeds | $ 116,150,000 | $ 115,000,000 | |
Common stock issuance costs | (216,841) | (2,516,841) | |
Accretion of carrying value to redemption value | 3,666,841 | ||
Temporary Equity, Carrying Amount, Attributable to Parent | 116,150,000 | $ 116,150,000 | $ 116,150,000 |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Gross Proceeds | $ 115,000,000 | 115,000,000 | |
Common stock issuance costs | (2,516,841) | ||
Accretion of carrying value to redemption value | 3,666,841 | ||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 116,150,000 |
SCHEDULE OF CALCULATION OF BASI
SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) - Globis Acquisition Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Allocation of net loss, as adjusted | $ (1,000) | $ (890,359) | $ (89,886) | $ (1,601,809) | |||
Basic and diluted weighted average shares outstanding | 11,500,000 | 11,500,000 | 11,500,000 | 1,520,661 | 11,500,000 | 11,500,000 | |
Basic and diluted net loss per common share | $ (0.06) | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.11) | |
Basic and diluted weighted average shares outstanding | 2,500,000 | 3,550,833 | 3,550,833 | 3,550,833 | 2,658,912 | 3,550,833 | 3,550,833 |
Redeemable Common Stock [Member] | |||||||
Allocation of net loss, as adjusted | $ (680,303) | $ (32,703) | $ (1,223,906) | ||||
Basic and diluted weighted average shares outstanding | 1,520,661 | ||||||
Basic and diluted net loss per common share | $ (0.06) | $ (0.02) | $ (0.11) | ||||
Basic and diluted weighted average shares outstanding | 11,500,000 | 11,500,000 | |||||
Non Redeemable Common Stock [Member] | |||||||
Allocation of net loss, as adjusted | $ (1,000) | $ (210,056) | $ (57,183) | $ (377,903) | |||
Basic and diluted weighted average shares outstanding | 2,658,912 | ||||||
Basic and diluted net loss per common share | $ 0 | $ (0.06) | $ (0.02) | $ (0.11) | |||
Basic and diluted weighted average shares outstanding | 2,500,000 | 3,550,833 | 3,550,833 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Cash Equivalents, at Carrying Value | $ 0 | |
Income Tax Examination, Penalties and Interest Accrued | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,789,722 | 15,789,722 |
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure | $ 250,000 | $ 250,000 |
Unrecognized Tax Benefits | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - Globis Acquisition Corp [Member] - $ / shares | Dec. 15, 2020 | Dec. 07, 2020 | Dec. 07, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 |
Shares Issued, Price Per Share | $ 10.10 | |||||
Warrant [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 4,188,889 | 4,188,889 | ||||
Shares Issued, Price Per Share | $ 0.75 | |||||
Up and Up Capital, LLC [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 172,500 | 172,500 | ||||
IPO [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 11,500,000 | |||||
Sale of Stock, Price Per Share | $ 10.10 | |||||
Over-Allotment Option [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | |||||
Shares Issued, Price Per Share | $ 10 | |||||
Over-Allotment Option [Member] | Warrant [Member] | ||||||
Shares Issued, Price Per Share | $ 11.50 | |||||
Private Securities [Member] | Globis SPAC LLC and Up and Up Capital, LLC [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 100,833 | |||||
Shares Issued, Price Per Share | $ 10 | |||||
Placement Units [Member] | Up and Up Capital, LLC [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 100,833 | 100,833 | ||||
Sale of Stock, Price Per Share | $ 11.50 | $ 11.50 | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | Dec. 15, 2020 | Dec. 07, 2020 | Dec. 07, 2020 | Sep. 01, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | $ 10.10 | ||||||
Globis SPAC LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 2,875,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | ||||||
Up and Up Capital, LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 172,500 | 172,500 | |||||
Stock Issued During Period, Value, New Issues | $ 1,500 | $ 1,500 | |||||
Private Warrants [Member] | Globis SPAC LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 3,688,889 | 3,688,889 | |||||
Shares Issued, Price Per Share | $ 0.75 | $ 0.75 | |||||
Stock Issued During Period, Value, New Issues | $ 2,766,667 | $ 2,766,667 | |||||
Private Warrants [Member] | Up and Up Capital, LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 500,000 | 500,000 | |||||
Shares Issued, Price Per Share | $ 0.75 | $ 0.75 | |||||
Stock Issued During Period, Value, New Issues | $ 375,000 | $ 375,000 | |||||
Placement Units [Member] | Up and Up Capital, LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 100,833 | 100,833 | |||||
Stock Issued During Period, Value, New Issues | $ 1,008,333 | $ 1,008,333 | |||||
Sale of Stock, Price Per Share | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Private Securities [Member] | Globis SPAC LLC and Up and Up Capital, LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 100,833 | ||||||
Shares Issued, Price Per Share | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | Dec. 15, 2020 | Dec. 07, 2020 | Dec. 07, 2020 | Dec. 02, 2020 | Sep. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 13, 2021 | Jul. 19, 2021 | Jan. 11, 2021 |
Equity Method Investment, Ownership Percentage | 80.00% | |||||||||||||
Prepaid Expense, Current | $ 150,653 | $ 283,333 | $ 150,653 | |||||||||||
Proceeds from Related Party Debt | 50,000 | 700,000 | ||||||||||||
Repayments of Related Party Debt | 50,000 | |||||||||||||
Debt Instrument, Face Amount | 1,000,000 | $ 100,000 | 1,000,000 | $ 2,000,000 | ||||||||||
Subsequent Event [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 3,000,000 | ||||||||||||
Private Warrants [Member] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.75 | |||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||
Prepaid Expense, Current | 5,000 | 5,000 | $ 5,000 | |||||||||||
Professional Fees | $ 30,000 | 90,000 | ||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | |||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 397,500 | 397,500 | ||||||||||||
Equity Method Investment, Ownership Percentage | 21.00% | 21.00% | ||||||||||||
Sponsors [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,047,500 | 3,047,500 | ||||||||||||
Sponsor [Member] | ||||||||||||||
Proceeds from Related Party Debt | $ 50,000 | |||||||||||||
Lender [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||||||||||||
Repayments of Related Party Debt | $ 700,000 | |||||||||||||
Globis SPAC LLC [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,875,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||||||||||
Globis SPAC LLC [Member] | Administrative Support Agreement [Member] | ||||||||||||||
Payments for Rent | $ 10,000 | |||||||||||||
Up and Up Capital, LLC [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 172,500 | 172,500 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,500 | $ 1,500 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | 4 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 15, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares Issued, Price Per Share | $ 10.10 | ||
Underwriting Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 402,500 | 402,500 | |
Stock Issued During Period, Value, Acquisitions | $ 4,025,000 | $ 4,025,000 | |
Shares Issued, Price Per Share | $ 10 | $ 10 |
STOCKHOLDER_S EQUITY (Details N
STOCKHOLDER’S EQUITY (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | 4 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 15, 2020 | Dec. 10, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 3,550,833 | 15,050,833 | ||
[custom:CommonStockSharesSubjectToRedemption-0] | $ 11,500,000 | |||
Shares Issued, Price Per Share | $ 10.10 | |||
Notice period for redemption of warrants | 30 days | |||
[custom:ClassOfWarrantOrRightRedemptionPriceOfWarrantsOrRights-0] | $ 0.01 | |||
Common Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Common Stock, Shares, Outstanding | 3,550,833 | |||
Public warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Notice period for redemption of warrants | 30 days | |||
Percentage of proceeds from business combination | 60.00% | 60.00% | ||
Public warrants [Member] | Common Stock Price Below 9.50 Per Share [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Market value of common stock | $ 9.50 | $ 9.50 | ||
Percentage of exercise price of warrants | 115.00% | 115.00% | ||
Public warrants [Member] | Common Stock Price Above 16.50 Per Share [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Market value of common stock | $ 16.50 | $ 16.50 | ||
Percentage of exercise price of warrants | 165.00% | 165.00% | ||
Minimum [Member] | Public warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Issued, Price Per Share | $ 16.50 | $ 16.50 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - Globis Acquisition Corp [Member] | Dec. 31, 2020USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Net operating loss carryforward | $ 2,586 |
Startup and organizational costs | 16,290 |
Total deferred tax assets | 18,876 |
Valuation Allowance | (18,876) |
Deferred tax assets, net valuation allowance |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - Globis Acquisition Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Current | ||||
Deferred | (18,876) | |||
Current | ||||
Deferred | ||||
Change in valuation allowance | (18,876) | |||
Income tax provision |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - Globis Acquisition Corp [Member] | 4 Months Ended |
Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Valuation allowance | (21.00%) |
Income tax provision | 0.00% |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - Globis Acquisition Corp [Member] | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Operating Loss Carryforwards | $ 89,886 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 18,876 |
SCHEDULE OF FAIR VALUE ASSETS M
SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | Globis Acquisition Corp [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 116,155,627 | $ 116,150,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | Oct. 31, 2021 | Oct. 13, 2021 | Sep. 30, 2021 | Jul. 19, 2021 | Feb. 02, 2021 | Jan. 11, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 2,000,000 | $ 100,000 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||||
Subsequent Event [Member] | Note Payable [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||||
Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||
Maximum [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 3,000,000 | |||||
Maximum [Member] | Subsequent Event [Member] | Note Payable [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,000,000 |
SCHEDULE OF CONDENSED BALANCE S
SCHEDULE OF CONDENSED BALANCE SHEET (Details) - Globis Acquisition Corp [Member] - USD ($) | Dec. 15, 2020 | Sep. 30, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Proceeds from Issuance Initial Public Offering | $ 116,150,000 | $ 115,000,000 |
Common Stock issuance costs | $ (216,841) | (2,516,841) |
Temporary Equity, Accretion to Redemption Value | 3,666,841 | |
Temporary Equity, Carrying Amount, Period Increase (Decrease) | $ 116,150,000 |