Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
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 |
Balance Sheets
Balance Sheets - Globis Acquisition Corp [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 29,508 | $ 202,068 |
Prepaid expenses | 89,333 | 283,333 |
Total Current Assets | 118,841 | 485,401 |
Marketable securities held in Trust Account | 117,307,838 | 116,150,000 |
TOTAL ASSETS | 117,426,679 | 116,635,401 |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||
Current liabilities - Accounts payable and accrued expenses | 927,582 | 65,628 |
Promissory note – related party | 2,600,000 | |
TOTAL LIABILITIES | 3,527,582 | 65,628 |
Commitments and Contingencies | ||
Common stock subject to possible redemption 11,500,000 shares at redemption value at December 31, 2021 and 2020 | 117,300,000 | 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; 3,550,833 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) at December 31, 2021 and 2020 | 355 | 355 |
Additional paid-in capital | 509,304 | |
Accumulated deficit | (3,401,258) | (89,886) |
Total Stockholders’ (Deficit) Equity | (3,400,903) | 419,773 |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 117,426,679 | $ 116,635,401 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - Globis Acquisition Corp [Member] - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||
Common stock redemption, shares | 11,500,000 | 11,500,000 |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 3,550,833 | 3,550,833 |
Common stock, shares, outstanding | 3,550,833 | 3,550,833 |
Common stock redemption, shares | 11,500,000 | 11,500,000 |
Statements of Operations
Statements of Operations - Globis Acquisition Corp [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
General and administrative expenses | $ 89,886 | $ 2,678,514 |
Loss from operations | (89,886) | (2,678,514) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 7,838 | |
Net loss | $ (89,886) | $ (2,670,676) |
Basic and diluted weighted average shares outstanding, Redeemable common stock | 1,520,661 | 11,500,000 |
Basic and diluted net loss per share, Redeemable common stock | $ (0.02) | $ (0.18) |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 2,658,912 | 3,550,883 |
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.02) | $ (0.18) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' (Deficit) Equity - Globis Acquisition Corp [Member] - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Stockholders Equity [Member] |
Beginning balance at Aug. 20, 2020 | ||||
Beginning balance, shares at Aug. 20, 2020 | ||||
Issuance of Founder Shares to Sponsors | $ 305 | 26,195 | 26,500 | |
Issuance of Founder Shares to Sponsors, 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 | |||
Accretion for common stock to redemption amount | (3,666,841) | (3,666,841) | ||
Net loss | (89,886) | (89,886) | ||
Ending balance at Dec. 31, 2020 | $ 355 | 509,304 | (89,886) | 419,773 |
Ending balance, shares at Dec. 31, 2020 | 3,550,833 | |||
Accretion for common stock to redemption amount | (509,304) | (640,696) | (1,150,000) | |
Net loss | (2,670,676) | (2,670,676) | ||
Ending balance at Dec. 31, 2021 | $ 355 | $ (3,401,258) | $ (3,400,903) | |
Ending balance, shares at Dec. 31, 2021 | 3,550,833 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' (Deficit) Equity (Parenthetical) - Globis Acquisition Corp [Member] | 4 Months Ended |
Dec. 31, 2020shares | |
Placement Units [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | 100,833 |
Private Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | 4,188,889 |
Statements of Cash Flows
Statements of Cash Flows - Globis Acquisition Corp [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (89,886) | $ (2,670,676) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (7,838) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (283,333) | 194,000 |
Accounts payable and accrued expenses | 65,628 | 861,954 |
Net cash used in operating activities | (307,591) | (1,622,560) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (116,150,000) | (1,150,000) |
Net cash used in investing activities | (116,150,000) | (1,150,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to Sponsors | 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 | 2,600,000 | |
Advances from related party | 50,000 | |
Repayment of advances from related party | (50,000) | |
Payment of offering costs | (216,841) | |
Net cash provided by financing activities | 116,659,659 | 2,600,000 |
Net Change in Cash | 202,068 | (172,560) |
Cash – Beginning of period | 202,068 | |
Cash – End of period | 202,068 | 29,508 |
Non-Cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 116,150,000 | |
Accretion of common stock subject to possible redemption | $ 1,150,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 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, 2021, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 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 1,500,000 10.00 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,188,889 0.75 100,833 10.00 Transaction costs amounted to $ 6,541,841 2,300,000 4,025,000 402,500 216,841 Following the closing of the Initial Public Offering on December 15, 2020, an amount of $ 116,150,000 10.10 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 50 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 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 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 initially had until December 15, 2021 to complete a Business Combination. 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), 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 On December 10, 2021, the Company drew down $ 1,150,000 If the Company is unable to complete a Business Combination within the Combination Period and the 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) The holders of the Founder Shares and Placement Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their liquidation rights with respect to the equity participation shares (see Note 6) in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In 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) $ 10.20 100,000 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, 2021, the Company had cash of $ 29,508 117,307,838 3,400,903 7,838 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 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 5,000,000 7,000,000 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 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — 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. 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 December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021 and 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 sheets 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 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 sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the common stock subject to possible redemption reflected in the balance sheets is 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, December 31, 2020 116,150,000 Plus: Accretion of carrying value to redemption value 1,150,000 Common Stock subject to possible redemption, December 31, 2021 $ 117,300,000 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. 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 no 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. 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 4, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,789,722 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 Non- For the Period from August 21, Year Ended 2020 (Inception) Through December 31, 2021 December 31, 2020 Redeemable Non- Redeemable Non- Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (2,040,603 ) $ (630,073 ) $ (32,703 ) $ (57,183 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,550,833 1,520,661 2,658,912 Basic and diluted net loss per common stock $ (0.18 ) $ (0.18 ) $ (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 Corporation coverage limit of $ 250,000 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 sheets, primarily due to their short-term nature. Fair Value Measurements 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 (see Note 9). 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 financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 1,500,000 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, Globis SPAC LLC purchased 3,688,889 0.75 2,766,667 500,000 0.75 375,000 11.50 100,833 10.00 1,008,333 11.50 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 | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 1, 2020, Globis SPAC LLC purchased 2,875,000 25,000 172,500 1,500 3,047,500 397,500 21 In February 2021, the Sponsor transferred an aggregate of 45,000 60,000 The transfer of the Founders Shares and common stock purchase warrants to the Company’s director nominees, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 45,000 345,455 7.68 60,000 39,510 0.6585 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 $ 10,000 120,000 5,000 5,000 Advances from Related Party As of December 2, 2020, the Sponsor advanced the Company $ 50,000 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. 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 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 On December 29, 2021, the Note was amended to increase the principal amount of the Note to $ 5,000,000 On January 27, 2022, the Note was amended to increase the principal amount of the Note to $ 7,000,000 On various dates during the year ended December 31, 2021, the Company drew a total of $ 1,450,000 On December 10, 2021, the Company drew down $ 1,150,000 As of December 31, 2021, the total amount outstanding under the Note amounted to $ 2,600,000 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Securities, equity participation shares and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Securities or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to receive the 402,500 4,025,000 10.00 Forafric Agro Holdings Limited Business Combination Agreement On December 19, 2021, the Company entered into a Securities Purchase Agreement (the “ Business Combination Agreement FAHL Seller FAHL Business Combination New Subsidiary Surviving Company ”) Pre-Closing Merger Redomiciliation 100 Immediately prior to the consummation of the FAHL Business Combination (the “ Closing 0.001 Ordinary Shares The total consideration to be paid to the Seller in the FAHL Business Combination will be (i) 15,100,000 0 1,904,762 plus Closing Payment 20,000,000 20,000,000 In addition to the foregoing consideration, the Seller shall be entitled to receive, as additional consideration, and without any action on behalf of the Company or the Company’s stockholders, additional Ordinary Shares (the “ Earnout Shares (A) 500,000 Earnout Shares, if, during calendar year 2022, Adjusted EBITDA (as defined in the Business Combination Agreement) of the Company is equal to or greater than $27,000,000, (B) 500,000 Earnout Shares, if, during calendar year 2023, Adjusted EBITDA of the Company is equal to or greater than $33,000,000, and (C) 1,000,000 Earnout Shares, if, during calendar year 2024, the Buyer Trading Price (as defined in the Business Combination Agreement) during the standard market trading hours of a trading day is greater than or equal to $16.50 for any 20 trading days within any period of 30 consecutive trading days. PIPE Subscription Agreement In connection with the FAHL Business Combination, on December 31, 2021, the Company entered into a subscription agreement (the “ PIPE Subscription Agreement PIPE Investor 10.50 PIPE Shares 4.99 1,904,761 PIPE Investment 20 The closing of the sale of the PIPE Shares (the “ PIPE Closing Convertible Bonds Offering In connection with the FAHL Business Combination, between December 31, 2021 and January 3, 2022, affiliates (each a “ Bond Investor Bonds Issuer 9.5 FAHL Bonds 2.5 Bond Subscription Deed Unless earlier converted or redeemed in accordance with the terms of the FAHL Bonds, the FAHL Bonds will mature and be redeemed on June 15, 2026 6 Pursuant to the current terms of the FAHL Bonds, upon consummation of the FAHL Business Combination, the FAHL Bonds will automatically convert into ordinary shares of Forafric Global PLC at at a price per share that is a 10 9.45 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 Common Stock 100,000,000 0.0001 3,550,833 11,500,000 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 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 ● at any time while the warrants are exercisable; ● upon not less than 30 ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 16.50 ● 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 9.50 115 16.50 165 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. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 43,241 $ 2,586 Startup and organizational costs 508,491 16,290 Total deferred tax assets 551,740 18,876 Valuation allowance (551,740 ) (18,876 ) Deferred tax assets, net valuation allowance $ — $ — The income tax provision consists of the following: SCHEDULE OF INCOME TAX PROVISION December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (532,864 ) (18,876 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance 532,864 18,876 Income tax provision $ — $ — As of December 31, 2021, the Company had $ 205,946 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 year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $ 532,864 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, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Business combination expense (1.0 )% 0.0 % Change in valuation allowance (21.0 )% (21.0 )% Income tax provision 0.0 % 0.0 % 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 | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
FAIR VALUE MEASUREMENTS | 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, 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and 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, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 117,307,838 $ 116,150,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Globis Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SUBSEQUENT EVENTS | 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 as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In January 2022, the Company increased the principal amount available under the Note (as defined in Note 1 under Liquidity) to $ 7,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - Globis Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 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. |
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. 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. |
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 not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021 and 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 sheets 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 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 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 sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the common stock subject to possible redemption reflected in the balance sheets is 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, December 31, 2020 116,150,000 Plus: Accretion of carrying value to redemption value 1,150,000 Common Stock subject to possible redemption, December 31, 2021 $ 117,300,000 |
Income Taxes | 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. 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 no 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 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. 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 4, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,789,722 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 Non- For the Period from August 21, Year Ended 2020 (Inception) Through December 31, 2021 December 31, 2020 Redeemable Non- Redeemable Non- Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (2,040,603 ) $ (630,073 ) $ (32,703 ) $ (57,183 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,550,833 1,520,661 2,658,912 Basic and diluted net loss per common stock $ (0.18 ) $ (0.18 ) $ (0.02 ) $ (0.02 ) |
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 Corporation coverage limit of $ 250,000 |
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 sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements 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 (see Note 9). |
Recent Accounting Standards | 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 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - Globis Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF CONDENSED BALANCE SHEET | At December 31, 2021 and 2020, the common stock subject to possible redemption reflected in the balance sheets is 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, December 31, 2020 116,150,000 Plus: Accretion of carrying value to redemption value 1,150,000 Common Stock subject to possible redemption, December 31, 2021 $ 117,300,000 |
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 Non- Redeemable Non- For the Period from August 21, Year Ended 2020 (Inception) Through December 31, 2021 December 31, 2020 Redeemable Non- Redeemable Non- Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (2,040,603 ) $ (630,073 ) $ (32,703 ) $ (57,183 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,550,833 1,520,661 2,658,912 Basic and diluted net loss per common stock $ (0.18 ) $ (0.18 ) $ (0.02 ) $ (0.02 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) - Globis Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2021 | |
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, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 43,241 $ 2,586 Startup and organizational costs 508,491 16,290 Total deferred tax assets 551,740 18,876 Valuation allowance (551,740 ) (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, December 31, 2021 2020 Federal Current $ — $ — Deferred (532,864 ) (18,876 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance 532,864 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, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Business combination expense (1.0 )% 0.0 % Change in valuation allowance (21.0 )% (21.0 )% Income tax provision 0.0 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 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, 2021 and 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, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 117,307,838 $ 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. 10, 2021 | Dec. 15, 2020 | Sep. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2022 | Jan. 27, 2022 | Dec. 29, 2021 | Oct. 13, 2021 | Jul. 19, 2021 | Jan. 11, 2021 |
Issuance of common stock | 1,904,761 | |||||||||||
Issued, price per share | $ 10.10 | $ 10.50 | ||||||||||
Proceeds from issuance of stock | $ 116,150,000 | $ 115,000,000 | ||||||||||
Transaction costs | 6,541,841 | |||||||||||
Underwriting fees | 2,300,000 | |||||||||||
Equity participation shares, value | $ 4,025,000 | $ 20,000,000 | ||||||||||
Equity participation shares | 402,500 | |||||||||||
Other offering costs | $ 216,841 | $ 2,516,841 | ||||||||||
Aggregate borrowings from lender | 7,838 | |||||||||||
Assets held outside of trust | 29,508 | |||||||||||
Cash held in trust | 117,307,838 | |||||||||||
Working capital | 3,400,903 | |||||||||||
Unsecured [Member] | ||||||||||||
Lines of credit | $ 1,150,000 | |||||||||||
Minimum [Member] | ||||||||||||
Property, Plant and Equipment, Net | 5,000,001 | |||||||||||
Maximum [Member] | ||||||||||||
Aggregate borrowings from lender | $ 100,000 | |||||||||||
Aggregate borrowings from lender | $ 5,000,000 | $ 3,000,000 | $ 2,000,000 | |||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||
Aggregate borrowings from lender | $ 7,000,000 | $ 7,000,000 | ||||||||||
Globis SPAC LLC [Member] | ||||||||||||
Issuance of common stock | 2,875,000 | |||||||||||
Equity participation shares, value | $ 25,000 | |||||||||||
Business combination ownership percentage | 80.00% | |||||||||||
Percentage of voting securities | 50.00% | |||||||||||
Business combination share price and pro rata interest amount | $ 10.10 | |||||||||||
Business acquisition description | 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 | |||||||||||
Liquidation Basis of Accounting, Costs and Incomes | If the Company is unable to complete a Business Combination within the Combination Period and the 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) | |||||||||||
Business combination share price per unit | $ 10.20 | |||||||||||
Aggregate borrowings from lender | $ 5,000,000 | $ 1,000,000 | ||||||||||
Globis SPAC LLC [Member] | Subsequent Event [Member] | ||||||||||||
Aggregate borrowings from lender | $ 7,000,000 | |||||||||||
Warrant [Member] | ||||||||||||
Issuance of common stock | 4,188,889 | |||||||||||
Issued, price per share | $ 0.75 | |||||||||||
IPO [Member] | ||||||||||||
Issuance of common stock | 11,500,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Issuance of common stock | 1,500,000 | |||||||||||
Issued, price per share | $ 10 | |||||||||||
Proceeds from issuance of stock | $ 115,000,000 | |||||||||||
Over-Allotment Option [Member] | Warrant [Member] | ||||||||||||
Issued, price per share | $ 11.50 | |||||||||||
Private Securities [Member] | Globis SPAC LLC and Up and Up Capital, LLC [Member] | ||||||||||||
Issuance of common stock | 100,833 | |||||||||||
Issued, price per share | $ 10 |
SCHEDULE OF CONDENSED BALANCE S
SCHEDULE OF CONDENSED BALANCE SHEET (Details) - Globis Acquisition Corp [Member] - USD ($) | Dec. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [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 | $ 1,150,000 | 3,666,841 | |
Common Stock subject to possible redemption | $ 117,300,000 | $ 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 ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Allocation of net loss, as adjusted | $ (89,886) | $ (2,670,676) |
Basic and diluted weighted average shares outstanding | 2,658,912 | 3,550,883 |
Basic and diluted net loss per common stock | $ (0.02) | $ (0.18) |
Redeemable Common Stock [Member] | ||
Allocation of net loss, as adjusted | $ (32,703) | $ (2,040,603) |
Basic and diluted weighted average shares outstanding | 1,520,661 | 11,500,000 |
Basic and diluted net loss per common stock | $ (0.02) | $ (0.18) |
Non Redeemable Common Stock [Member] | ||
Allocation of net loss, as adjusted | $ (57,183) | $ (630,073) |
Basic and diluted weighted average shares outstanding | 2,658,912 | 3,550,833 |
Basic and diluted net loss per common stock | $ (0.02) | $ (0.18) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Globis Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Restructuring Cost and Reserve [Line Items] | |
Unrecognized tax benefits | $ 0 |
Antidilutive securities excluded from calculation of diluted loss per share | shares | 15,789,722 |
Concentrations of credit risk | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - Globis Acquisition Corp [Member] - $ / shares | Dec. 15, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of common stock | 1,904,761 | |
Shares issued, price per share | $ 10.10 | $ 10.50 |
Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of common stock | 4,188,889 | |
Shares issued, price per share | $ 0.75 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of common stock | 11,500,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of common stock | 1,500,000 | |
Shares issued, price per share | $ 10 | |
Over-Allotment Option [Member] | Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued, price per share | $ 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, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock shares | 1,904,761 | ||||
Share price | $ 10.10 | $ 10.50 | |||
Issuance of common stock shares, value | $ 4,025,000 | $ 20,000,000 | |||
Globis SPAC LLC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock shares | 2,875,000 | ||||
Issuance of common stock shares, value | $ 25,000 | ||||
Up and Up Capital, LLC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock shares | 172,500 | ||||
Issuance of common stock shares, value | $ 1,500 | ||||
Private Warrants [Member] | Globis SPAC LLC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock shares | 3,688,889 | ||||
Share price | $ 0.75 | ||||
Issuance of common stock shares, value | $ 2,766,667 | ||||
Private Warrants [Member] | Up and Up Capital, LLC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock shares | 500,000 | ||||
Share price | $ 0.75 | ||||
Issuance of common stock shares, value | $ 375,000 | ||||
Placement Units [Member] | Up and Up Capital, LLC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock shares | 100,833 | ||||
Share price | $ 10 | ||||
Issuance of common stock shares, value | $ 1,008,333 | ||||
Common stock issued per share | $ 11.50 |
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 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jan. 31, 2022 | Jan. 27, 2022 | Dec. 29, 2021 | Dec. 10, 2021 | Oct. 13, 2021 | Jul. 19, 2021 | Jan. 11, 2021 |
Issuance of Founder Shares to Sponsors, shares | 1,904,761 | |||||||||||||||
Issuance of Founder Shares to Sponsors | $ 4,025,000 | $ 20,000,000 | ||||||||||||||
Services fee | $ 5,000 | 120,000 | ||||||||||||||
Prepaid expenses | $ 89,333 | 283,333 | 89,333 | |||||||||||||
Repayment of advance | 50,000 | |||||||||||||||
Due from related parties | 1,450,000 | 1,450,000 | $ 1,150,000 | |||||||||||||
Notes Payable | 2,600,000 | 2,600,000 | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Debt instrument principal value | $ 5,000,000 | $ 3,000,000 | $ 2,000,000 | |||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt instrument principal value | $ 7,000,000 | $ 7,000,000 | ||||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||
Prepaid expenses | $ 5,000 | $ 5,000 | $ 5,000 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Issuance of Founder Shares to Sponsors, shares | 1,500,000 | |||||||||||||||
Number of shares forfeited | 397,500 | |||||||||||||||
Over-Allotment Option [Member] | Founder [Member] | ||||||||||||||||
Equity ownership percentage | 21.00% | 21.00% | ||||||||||||||
Sponsors [Member] | ||||||||||||||||
Issuance of Founder Shares to Sponsors, shares | 3,047,500 | |||||||||||||||
Company Director Nominees [Member] | ||||||||||||||||
Issuance of Founder Shares to Sponsors, shares | 60,000 | 45,000 | ||||||||||||||
Issuance of Founder Shares to Sponsors | $ 39,510 | $ 345,455 | ||||||||||||||
Share price | $ 0.6585 | $ 7.68 | $ 0.6585 | |||||||||||||
Sponsor [Member] | ||||||||||||||||
Repayment of advance | $ 50,000 | |||||||||||||||
Lender [Member] | ||||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||||||||||
Globis SPAC LLC [Member] | ||||||||||||||||
Issuance of Founder Shares to Sponsors, shares | 2,875,000 | |||||||||||||||
Issuance of Founder Shares to Sponsors | $ 25,000 | |||||||||||||||
Payment for rent | $ 10,000 | |||||||||||||||
Debt instrument principal value | $ 5,000,000 | $ 5,000,000 | $ 1,000,000 | |||||||||||||
Globis SPAC LLC [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt instrument principal value | $ 7,000,000 | |||||||||||||||
Up and Up Capital, LLC [Member] | ||||||||||||||||
Issuance of Founder Shares to Sponsors, shares | 172,500 | |||||||||||||||
Issuance of Founder Shares to Sponsors | $ 1,500 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | Jan. 03, 2022 | Dec. 15, 2020 | Sep. 01, 2020 | Dec. 31, 2021 | Jan. 31, 2022 | Jan. 27, 2022 | Jan. 19, 2022 | Dec. 29, 2021 | Dec. 19, 2021 | Oct. 13, 2021 | Jul. 19, 2021 | Jan. 11, 2021 |
Loss Contingencies [Line Items] | ||||||||||||
Issued, price per share | $ 10.10 | $ 10.50 | ||||||||||
Equity method investment percentage | 100.00% | |||||||||||
Issuance of Founder Shares to Sponsors, shares | 1,904,761 | |||||||||||
Issuance of Founder Shares to Sponsors | $ 4,025,000 | $ 20,000,000 | ||||||||||
Maximum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Debt instrument face amount | $ 5,000,000 | $ 3,000,000 | $ 2,000,000 | |||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Debt instrument face amount | $ 7,000,000 | $ 7,000,000 | ||||||||||
Forafric Global Plc [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Share price | $ 0.001 | |||||||||||
Globis SPAC LLC [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of ordinary shares issued to reduction of closing payment | 15,100,000 | |||||||||||
Issuance of Founder Shares to Sponsors, shares | 2,875,000 | |||||||||||
Issuance of Founder Shares to Sponsors | $ 25,000 | |||||||||||
Debt instrument face amount | $ 5,000,000 | $ 1,000,000 | ||||||||||
Globis SPAC LLC [Member] | Subsequent Event [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Debt instrument face amount | $ 7,000,000 | |||||||||||
FAHL Business Combination [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Business combination contingent consideration liability current | 20,000,000 | |||||||||||
Business combination remaining cash closing amount | $ 20,000,000 | |||||||||||
Business combination earnout shares description | (A) 500,000 Earnout Shares, if, during calendar year 2022, Adjusted EBITDA (as defined in the Business Combination Agreement) of the Company is equal to or greater than $27,000,000, (B) 500,000 Earnout Shares, if, during calendar year 2023, Adjusted EBITDA of the Company is equal to or greater than $33,000,000, and (C) 1,000,000 Earnout Shares, if, during calendar year 2024, the Buyer Trading Price (as defined in the Business Combination Agreement) during the standard market trading hours of a trading day is greater than or equal to $16.50 for any 20 trading days within any period of 30 consecutive trading days. | |||||||||||
FAHL Business Combination [Member] | Minimum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Business combination closing payment amount | $ 0 | |||||||||||
FAHL Business Combination [Member] | Maximum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of ordinary shares issued of remaining cash | 1,904,762 | |||||||||||
Forafric Agro Holdings Limited [Member] | Bond Investor [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Debt interest rate | 6.00% | |||||||||||
Debt instrument converted rate | 10.00% | |||||||||||
Debt instrument conversion price | $ 9.45 | |||||||||||
Forafric Agro Holdings Limited [Member] | Subsequent Event [Member] | Bond Investor [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Debt instrument face amount | $ 9,500,000 | |||||||||||
Debt instrument face amount | $ 2,500,000 | |||||||||||
Debt instrument maturity date | Jun. 15, 2026 | |||||||||||
Underwriting Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Share issued during business combination | 402,500 | |||||||||||
Share issued during business combination, value | $ 4,025,000 | |||||||||||
Issued, price per share | $ 10 | |||||||||||
PIPE Subscription Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
[custom:PercentageForIssuedAndOutstandingOrdinaryShares-0] | 499.00% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - Globis Acquisition Corp [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Dec. 10, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | ||
Common stock, shares, issued | 3,550,833 | 3,550,833 | ||
Common stock, shares outstanding | 3,550,833 | 3,550,833 | ||
Common stock shares subject to redemption | 11,500,000 | 11,500,000 | ||
Redemption price per share | $ 0.01 | |||
Issued, price per share | $ 10.50 | $ 10.10 | ||
Public warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Period for redemption of warrants | 30 days | |||
Percentage of proceeds from business combination | 60.00% | |||
Public warrants [Member] | Common Stock Price Below 9.50 Per Share [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Market value of common stock | $ 9.50 | |||
Percentage of exercise price of warrants | 115.00% | |||
Public warrants [Member] | Common Stock Price Above 16.50 Per Share [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Market value of common stock | $ 16.50 | |||
Percentage of exercise price of warrants | 165.00% | |||
Public warrants [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Issued, price per share | $ 16.50 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares, issued | 3,550,833 | 3,550,833 | ||
Common stock, shares outstanding | 3,550,833 | 3,550,833 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - Globis Acquisition Corp [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||
Net operating loss carryforward | $ 43,241 | $ 2,586 |
Startup and organizational costs | 508,491 | 16,290 |
Total deferred tax assets | 551,740 | 18,876 |
Valuation allowance | (551,740) | (18,876) |
Deferred tax assets, net valuation allowance |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - Globis Acquisition Corp [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Current | ||
Deferred | (18,876) | (532,864) |
Current | ||
Deferred | ||
Change in valuation allowance | 18,876 | 532,864 |
Income tax provision |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - Globis Acquisition Corp [Member] | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Business combination expense | 0.00% | (1.00%) |
Change in valuation allowance | (21.00%) | (21.00%) |
Income tax provision | 0.00% | 0.00% |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - Globis Acquisition Corp [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Operating loss carryforwards | $ 205,946 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 18,876 | $ 532,864 |
SCHEDULE OF FAIR VALUE ASSETS M
SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 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 | $ 117,307,838 | $ 116,150,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Maximum [Member] - Globis Acquisition Corp [Member] - USD ($) | Jan. 31, 2022 | Jan. 27, 2022 | Dec. 29, 2021 | Oct. 13, 2021 | Jul. 19, 2021 |
Subsequent Event [Line Items] | |||||
Debt instrument principal value | $ 5,000,000 | $ 3,000,000 | $ 2,000,000 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument principal value | $ 7,000,000 | $ 7,000,000 |