Forafric Global (AFRI) 20-F 1 May 23 2022 FY Annual report (foreign) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022 shares
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41416
Entity Registrant Name	FORAFRIC GLOBAL PLC
Entity Central Index Key	0001903870
Entity Incorporation, State or Country Code	J1
Entity Address, Address Line One	Unit 5.3, Madison Building
Entity Address, Address Line Two	Midtown
Entity Address, City or Town	Queensway
Entity Address, Country	GI
Entity Address, Postal Zip Code	GX11 1AA
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Contact Personnel Name	Mustapha Jamaleddine
ICFR Auditor Attestation Flag	false
Document fin stmt error correction flag	false
Document fin stmt restatement recovery analysis flag	false
Auditor Firm ID	1195
Auditor Name	UHY LLP
Auditor Location	Melville, New York
Ordinary Shares, par value $0.001 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	Ordinary Shares, par value $0.001
Trading Symbol	AFRI
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	AFRIW
Security Exchange Name	NASDAQ
Ordinary Shares [Member]
Entity Addresses [Line Items]
Entity Common Stock, Shares Outstanding	26,879,102
Class Z Ordinary Shares [Member]
Entity Addresses [Line Items]
Entity Common Stock, Shares Outstanding	29,999,990
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Unit 5.3, Madison Building
Entity Address, Address Line Two	Midtown
Entity Address, City or Town	Queensway
Entity Address, Country	GI
Entity Address, Postal Zip Code	GX11 1AA
City Area Code	+011
Local Phone Number	350 20072505
Contact Personnel Name	Mustapha Jamaleddine

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 24,827	$ 14,393
Accounts receivable, net of allowance for credit losses of $14,067 and $15,737, respectively	30,858	32,313
Amount due from related parties	2,366	2,493
Other receivables	41,958	18,824
Inventories, net	27,218	37,563
Prepaid expenses and other current assets	16,345	11,962
Total current assets	143,572	117,548
Property, plant, and equipment, net	100,527	109,476
Right-of-use assets	10,430	16,359
Goodwill	45,898	51,571
Intangible assets, net	3,723	3,975
Other assets, noncurrent	3,014	973
Total assets	307,164	299,902
Current liabilities:
Lines of credit – working capital	46,954	79,504
Lines of credit – wheat inventories	137,457	70,361
Accounts payable	27,295	26,196
Accrued expenses	18,974	13,062
Contract liabilities	540	1,910
Current portion of long-term debt	5,417	10,845
Contingent consideration liability	1,260
Other liabilities, current	284	1,019
Total current liabilities	238,181	202,897
Long-term debt	9,828	14,129
Loan from related party	1,801	1,234
Stockholder loans		15,269
Deferred tax liabilities	12,399	18,721
Total liabilities	262,209	252,250
Commitments and contingencies (Note 20)
Stockholders’ equity:
Preferred Shares; $0.001 par value; 1,000,000 authorized, — and — issued and outstanding, at December 31, 2022 and December 31, 2021, respectively
Additional paid-in capital	143,658	119,979
Accumulated deficit	(102,678)	(83,550)
Accumulated other comprehensive (loss) income	(2,984)	3,685
Non-controlling interest	6,902	7,517
Total Stockholders’ equity	44,955	47,652
Total liabilities and Stockholders’ equity	307,164	299,902
Common Stock [Member]
Stockholders’ equity:
Ordinary shares value	27	21
Class Z Ordinary Shares [Member]
Stockholders’ equity:
Ordinary shares value	$ 30

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, net of allowance for credit losses	$ 14,067	$ 15,737
Preferred shares, par value	$ 0.001	$ 0.001
Preferred shares, authorized	1,000,000	1,000,000
Preferred shares, issued
Preferred shares, outstanding
Ordinary shares, par value	$ 0.001
Ordinary shares, authorized	100,000,000
Ordinary shares, issued	26,879,102
Ordinary shares, outstanding	26,879,102
Common Stock [Member]
Ordinary shares, par value	$ 0.001	$ 0.001
Ordinary shares, authorized	100,000,000	100,000,000
Ordinary shares, issued	26,879,102	20,555,595
Ordinary shares, outstanding	26,879,102	20,555,595
Class Z Ordinary Shares [Member]
Ordinary shares, par value	$ 0.001	$ 0.001
Ordinary shares, authorized	30,000,000	30,000,000
Ordinary shares, issued	29,999,990
Ordinary shares, outstanding	29,999,990

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenues	$ 289,772	$ 261,679	$ 196,596
Cost of sales	260,399	219,311	156,188
Gross profit	29,373	42,368	40,408
Operating expenses:
Selling, general and administrative expenses	30,795	38,982	30,517
Total operating expenses	30,795	38,982	30,517
Operating (loss) income	(1,422)	3,386	9,891
Other expense (income):
Interest income	(34)	(543)	(3)
Interest expense	12,513	10,362	6,847
Change in fair value of derivatives and contingent consideration	(4,733)
Foreign exchange loss	10,369	1,440	3,043
Other non-operating expenses	1,691
Total other expense	19,806	11,259	9,887
(Loss) income before taxes	(21,228)	(7,873)	4
Income tax (benefit) expense	(2,058)	(89)	143
Net loss	(19,170)	(7,784)	(139)
Net (loss) income attributable to noncontrolling interest	(42)	198	(29)
Net loss attributable to the Company	$ (19,128)	$ (7,982)	$ (110)
Loss per ordinary shares outstanding – basic and diluted	$ (0.72)	$ (0.38)	$ (0.22)
Weighted average number of ordinary shares outstanding - basic and diluted	26,604,710	20,555,595	619,485
Other comprehensive (loss) income net of tax:
Foreign currency translation adjustments	$ (7,242)	$ (2,995)	$ 5,774
Total other comprehensive (loss) income	(7,242)	(2,995)	5,774
Comprehensive (loss) income	(26,412)	(10,779)	5,635
less: Comprehensive loss attributable to non-controlling interest	(615)	(173)	(29)
Comprehensive (loss) income attributable to the Company	$ (25,797)	$ (10,606)	$ 5,664

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholder's Equity - USD ($) $ in Thousands	Common Stock [Member] Class Z Ordinary Shares [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2019		$ 4		$ (74,622)	$ 535		$ (74,083)
Balance, shares at Dec. 31, 2019		3,690
Retroactive adjustment to reflect recapitalization		$ (4)	4
Retroactive adjustment to reflect recapitalization, shares		(3,689)
Balance, December 31, 2019 - adjusted			4	(74,622)	535		(74,083)
Balance, December 31, 2019 - adjusted, shares		1
Consolidation of variable interest entities				335		111	446
Net (loss) income				(110)		(29)	(139)
Foreign exchange loss					5,774		5,774
Conversion of stockholder loan to ordinary shares		$ 21	119,975				119,996
Conversion of stockholder loan to ordinary shares, shares		20,555,594
Balance at Dec. 31, 2020		$ 21	119,979	(74,397)	6,309	82	51,994
Balance, shares at Dec. 31, 2020		20,555,595
Consolidation of variable interest entities						7,608	7,608
Net (loss) income				(7,982)		198	(7,784)
Foreign exchange loss					(2,624)	(371)	(2,995)
Transfer of stockholder loan from related party				(1,339)			(1,339)
Contribution of fixed assets from related party				168			168
Balance at Dec. 31, 2021		21	119,979	(83,550)	3,685	7,517	47,652
Balance, shares at Dec. 31, 2021
Net (loss) income				(19,128)		(42)	(19,170)
Foreign exchange loss					(6,669)	(573)	(7,242)
Merger and recapitalization	$ 30	$ 7	44,926				44,963
Merger and recapitalization, shares	29,999,990	7,451,249
Transaction costs			(3,104)				(3,104)
Derivative liability for forward purchase agreement			(4,685)				(4,685)
Contingent consideration liability			(1,308)				(1,308)
Shares issued upon exercise of warrants			446				446
Shares issued upon exercise of warrants, shares		38,780
Share-based compensation			125				125
Share-based compensation, shares		13,200
Settlement of forward share purchase agreement derivative liability		$ (1)	(12,721)				(12,722)
Settlement of forward share purchase agreement derivative liability, shares		(1,179,722)
Balance at Dec. 31, 2022	$ 30	$ 27	$ 143,658	$ (102,678)	$ (2,984)	$ 6,902	$ 44,955
Balance, shares at Dec. 31, 2022	29,999,990	26,879,102

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (19,170)	$ (7,784)	$ (139)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment	4,993	3,926	3,639
Amortization of intangible assets	143	111	149
Amortization of right-of-use assets	1,457	1,173	1,183
Bad debt expense	150	2,794	1,508
Change in fair value of derivatives	(4,733)
Share-based compensation	125
Deferred income taxes	(4,286)	(2,585)	(1,876)
Changes in operating assets and liabilities:
Accounts receivable	(4,646)	(4,370)	3,289
Other receivables	(26,079)	(15,602)	315
Prepaid expenses and other current assets	(4,588)	9,929	(3,349)
Inventories	6,330	(9,825)	(11,681)
Other assets, noncurrent	(2,227)
Accounts payable	5,252	2,325	(4,045)
Lease liabilities	(776)	(1,531)	(353)
Other payables and liabilities	(9,514)	(4,609)	(122)
Net cash used in operating activities	(57,569)	(26,048)	(11,482)
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired		(8,639)
Purchase of equity method investment		(385)
Advances to related parties		(511)
Purchases of property, plant, and equipment	(4,533)	(4,833)	(657)
Sales of property, plant, and equipment	765	488	236
Additions to intangible assets	(262)	(634)	(278)
Net cash used in investing activities	(4,030)	(14,514)	(699)
Cash flows from financing activities:
Cash acquired in merger and recapitalization	13,966
Proceeds from forward share purchase agreement	6,719
Proceeds from convertible bonds issued	11,000	500
Proceeds from exercise of warrants	446
Transaction costs	(3,104)
Stockholder loans	(100)	5,415
Borrowings on financial debt	193,013	163,993	108,301
Repayments on financial debt	(146,949)	(127,154)	(89,535)
Net cash provided by financing activities	74,991	42,754	18,766
Effect of exchange rate changes on cash and cash equivalents	(2,958)	(482)	(2,896)
Net increase in cash and cash equivalents	10,434	1,710	3,689
Cash and cash equivalents, beginning of year	14,393	12,683	8,994
Cash and cash equivalents, end of year	24,827	14,393	12,683
Non-cash investing and financing activities:
Forward share purchase agreements	4,685
Contingent consideration liability	1,308
Conversion of convertible bonds into ordinary shares	11,797
Consideration and accrued interest paid to selling stockholder in ordinary shares	12,398
Issuance of shares to stockholder to extinguish debt			119,996
Transfer of related party debt		1,339
Fixed assets contributed from related party		168
Consolidation of variable interest entities related to business acquisitions		7,608	446
Supplemental cash flow disclosures:
Interest paid	11,343	9,202	6,847
Net income taxes paid	$ 2,228	$ 2,495	$ 1,904

NATURE OF OPERATIONS AND BASIS

NATURE OF OPERATIONS AND BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations During 2021, the Company owned common stock representing 100 100 100 Based on an evaluation of the guidance under Staff Accounting Bulletin (“SAB”) Topic 5.Z.7, Accounting for the spin-off of a subsidiary On June 9, 2022 (the “Closing Date”), Forafric Agro Holdings Limited (“FAHL”), consummated the previously announced business combination and related transactions pursuant to a securities purchase agreement, dated December 19, 2021 (“Business Combination Agreement”) which provides for the Business Combination (as defined below) between FAHL and Globis Acquisition Corp., a Delaware corporation (“Globis”). Description of the Business Combination 0.001 100 Accounting Treatment Except for certain derivative liabilities the assets and liabilities of Globis were recognized at historical cost and were not material, with no goodwill or other intangible assets recorded. The derivative liabilities, which are related to forward share purchase agreements and contingent consideration, were recorded at fair value. The consolidated assets, liabilities, and results of operations of FAHL became the historical financial statements, and operations prior to the closing of the Business Combination presented for comparative purposes are those of FAHL. Pre-Combination shares of common stock were converted to ordinary shares of the combined company using the conversion ratio of 0.1713 and for comparative purposes, the shares and net loss per share of FAHL, prior to the Business Combination, have been retroactively restated using the conversion ratio. The following table provides a reconciliation of the ordinary shares as of December 31, 2022: SCHEDULE OF RECONCILIATION OF THE ORDINARY SHARES FAHL existing shares at closing date 120,000,000 FAHL existing shares at closing date - converted 20,555,595 Issuance of ordinary shares upon exercise of warrants 1,887,464 Ordinary shares issued in PIPE 1,320,195 Conversion of convertible bonds to ordinary shares 1,248,426 Consideration and accrued interest paid to selling shareholder in ordinary shares 1,550,000 Conversion of shareholder loans to ordinary shares 1,445,164 Total Recapitalization 7,451,249 Ordinary shares issued upon exercise of warrants 38,780 Share-based compensation 13,200 Settlement of forward share purchase agreement derivative liability (1,179,722 ) Total ordinary shares outstanding as of December 31, 2022 26,879,102 The following table provides a summary of the significant sources and uses of cash related to the closing of the Business Combination on June 9, 2022: SCHEDULE OF BUSINESS COMBINATION Cash acquired in merger and recapitalization $ 13,966 Proceeds from forward share purchase agreements 6,719 Proceeds from convertible bonds issued 11,000 Transactions costs (3,104 ) Total $ 28,581 Basis of Presentation

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Principles of Consolidation Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits from its activities that could potentially be significant to the entity. In assessing control, potential voting rights that are currently exercisable or convertible are considered. The accounts of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Cash Equivalents Accounts Receivable and Allowances for Credit Losses Inventories Other Receivables 38,364 Property, Plant, and Equipment SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Assets Useful Lives Buildings 39 Machinery and equipment (technical installations) 30 50 Other assets 5 30 Building improvements are depreciated over the shorter of the estimated useful life of the assets or the remaining useful life. Leasehold improvements are amortized over the shorter of their useful life or remaining lease term. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s assessment of recoverability of property, plant and equipment is performed on a reporting unit level. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of such asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. Goodwill and Other Intangible Assets SCHEDULE OF ESTIMATED USEFUL LIFE OF GOODWILL AND OTHER INTANGIBLE ASSETS Assets Useful Lives Trademarks Indefinite Customer relationships 20 Patents and licenses 5 10 Computer software 5 10 Other intangible assets 3 10 Recognized intangible assets, exclusive of goodwill, are amortized over the useful lives of the assets unless that life is determined to be indefinite. All of our intangible assets, exclusive of goodwill and trademarks, are finite lived. All amortization expense related to intangible assets is recorded in Selling, general, and administrative expense in the consolidated statements of operations. Intangible assets with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying amount over its fair value. The Company performs an evaluation of goodwill at the reporting unit level, utilizing either a qualitative or quantitative impairment test. A qualitative assessment is performed at least on an annual basis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The annual test for impairment is conducted as of December 31. The Company’s reporting units included in the assessment of potential goodwill impairment are the same as its operating segments. Under a qualitative assessment, the most recent quantitative assessment is used to determine if it is more likely than not that the reporting unit’s goodwill is impaired. As part of this qualitative assessment, the Company assesses relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in share price and entity-specific events to determine if there is an indication of impairment. Under a quantitative assessment, goodwill impairment is identified by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment charge is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill. Fair value of a reporting unit is determined by using a weighted combination of an income approach and a market approach, as this combination is considered the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the income approach, the Company determines fair value based on estimated future cash flows of a reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. The estimated future cash flows of each reporting unit are based on internally generated forecasts for the remainder of the respective reporting period and the next five years. Under the market approach, the Company utilizes valuation multiples derived from publicly available information for guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The valuation multiples are applied to the reporting units. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including net sales growth rates, gross profit margins, operating margins, discount rates and future market conditions, among others. Any changes in the judgments, estimates or assumptions used could produce significantly different results. Segment Reporting Share-Based Compensation Advertising Leases Business Combinations Foreign Currency Translation and Transactions Credit Risk Revenue Recognition Revenue from Contracts with Customers Revenue related to the sale of goods and equipment is measured based on consideration specified in a contract with a customer. The Company recognizes revenue from these contracts at a point in time when it satisfies a performance obligation by transferring control of a product to a customer, generally when legal title and risks and rewards transfer to the customer. Sales terms typically provide for transfer of title at the time and point of delivery and acceptance of the product being sold. Amounts received from customers prior to revenue recognition on a contract are recorded as contract liabilities on the consolidated balance sheets. Amounts paid to suppliers prior to purchase recognition are recorded within other receivables on the consolidated balance sheets. Shipping and Handling Costs Taxes Collected from Customers and Remitted to Governmental Authorities Transaction Costs Income Taxes Accounting for Warrants Forward Share Purchase Agreements Fair Value Measurements The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used 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 Company’s financial instruments include cash equivalents, accounts receivable from customers, other receivables, prepaid expenses and other current assets, accounts payable and accrued liabilities, all of which are typically short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company measures the derivative liability related to FPAs at fair value on a recurring basis beginning June 9, 2022 (the date of closing of the Business Combination) through September 9, 2022 (settlement date). Refer to Note 13 – Forward Share Purchase Agreements for further information. The Company measures the contingent consideration liability at fair value on a recurring basis beginning June 9, 2022 (the date of closing of the Business Combination) and December 31, 2022. Refer to Note 14 – Contingent Consideration Liability for further information. Variable Interest Entities 60.00 Effective on July 30, 2021, the Company completed a share purchase acquisition of Moulin du Sahel Burkina (“MDS Burkina”) and has since significant economic exposure to MDS Burkina. The Company also bears the risk of losses and has the right to receive 78.21 Effective on April 30, 2021, the Company completed a share purchase acquisition of MDS Mali and has been since actively involved in their operations and has the power to direct the activities and significantly impact MDS Mali’s economic performance. The Company also bears the risk of losses and has the right to receive 70.35 Equity Method Accounting 37.10 Non-Controlling Interests Emerging Growth Company Status Reclassifications Liquidity and going concern 102,678 83,550 The Company believes that cash on hand, as well as cash from operations and proceeds from extended credit lines will provide sufficient liquidity to fund operations for at least one year after the date the financial statements are issued. This projection is based on the Company’s current expectations regarding product sales, cost structure, cash burn rate and other operating assumptions.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	12 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	3. RECENT ACCOUNTING PRONOUNCEMENTS Other than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance, which improves the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements. This guidance is effective for the Company’s interim and annual reporting periods beginning after December 15, 2021. Refer to Note 2 for additional information disclosed by the Company.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
LEASES	4. LEASES The Company has operating leases for real estate and vehicles. The Company has finance leases for equipment and land for future construction. Leases are classified as finance leases because ownership of the underlying assets transfers at the end the lease term. Remaining lease terms for these leases range from less than one year to six years. The Company does not record leases with a term of 12 months or less on the balance sheet. Supplemental balance sheet information related to leases was as follows: SCHEDULE OF BALANCE SHEET CLASSIFICATION Balance Sheet December 31, Classification 2022 2021 Assets (in thousands) Operating leases Right-of-use assets $ 1,816 $ 2,077 Finance leases Right-of-use assets 8,614 14,282 Total assets $ 10,430 $ 16,359 Liabilities Current liabilities Operating leases Current portion of long-term debt $ 621 $ 685 Finance leases Current portion of long-term debt 1,380 2,318 Total current liabilities 2,001 3,003 Noncurrent liabilities Operating leases Long-term debt 665 1,529 Finance leases Long-term debt 235 2,923 Total noncurrent liabilities 900 4,452 Total liabilities $ 2,901 $ 7,455 Right-of-use assets and their corresponding lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Discount Rates For most of its leases, the Company uses the rate implicit in the lease. For leases without an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments for those leases. The weighted-average discount rates for the Company’s leases were as follows: SCHEDULE OF WEIGHTED AVERAGE DISCOUNT RATES OF LEASES December 31, 2022 2021 Operating leases 5.0 % 5.0 % Finance leases 6.1 % 6.2 % Lease Payments The Company includes lease payments under options to extend or terminate the lease in the measurement of the right-of-use asset and lease liability when it is reasonably certain that it will exercise such options. Fixed lease costs represent the explicitly quantified lease payments prescribed by the lease agreement and are included in the measurement of the right-of-use asset and corresponding lease liability. The weighted-average remaining lease term of the Company’s leases were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM December 31, 2022 2021 Operating leases 6.4 6.6 Finance leases 0.8 2.0 The components of lease expense for the years ended December 31, 2022, 2021, and 2020 were as follows: SCHEDULE OF LEASE EXPENSE 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Operating lease cost $ 987 $ 707 $ 674 Finance lease cost: Amortization of right-of-use assets 470 466 509 Interest on lease liabilities 190 446 655 Total lease cost $ 1,647 $ 1,619 $ 1,838 As of December 31, 2022, future maturities of lease liabilities were as follows: SCHEDULE OF FUTURE OF LEASE LIABILITIES Operating Leases Finance Leases (in thousands) 2023 672 1,662 2024 201 155 2025 84 36 2026 56 17 2027 55 5 Thereafter 406 - Total lease payments 1,474 1,875 Less: Interest (188 ) (260 ) Present value of lease liabilities $ 1,286 $ 1,615 Other information related to leases for the years ended December 31, 2022, 2021 and 2020 were as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 987 $ 707 $ 674 Operating cash flows used for finance leases $ 470 $ 466 $ 509 Financing cash flows used for finance leases $ 190 $ 446 $ 655

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	12 Months Ended
	Dec. 31, 2022
Credit Loss [Abstract]
ACCOUNTS RECEIVABLE	5. ACCOUNTS RECEIVABLE The gross and realizable value of accounts receivable are detailed as follows: SCHEDULE OF ACCOUNT RECEIVABLES 2022 2021 December 31, 2022 2021 (in thousands) Accounts receivable $ 44,925 $ 48,050 Allowance for credit losses (14,067 ) (15,737 ) Total $ 30,858 $ 32,313 Changes in allowances for credit losses consisted of: SCHEDULE OF CHANGES IN ALLOWANCES FOR CREDIT LOSSES Allowance for Accounts Receivable (in thousands) Balance at December 31, 2020 $ (13,532 ) Current period provision for expected credit losses (2,794 ) Foreign currency exchange adjustments 589 Balance at December 31, 2021 $ (15,737 ) Current period provision for expected credit losses (150 ) Foreign currency exchange adjustments 1,820 Balance at December 31, 2022 $ (14,067 )

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	12 Months Ended
	Dec. 31, 2022
Prepaid Expenses And Other Current Assets
PREPAID EXPENSES AND OTHER CURRENT ASSETS	6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of: SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS 2022 2021 December 31, 2022 2021 (in thousands) Value-added tax receivable 602 3,916 Prepaid income taxes 1,763 2,712 Advances to suppliers 4,000 1,362 Prepaid expenses 1,445 248 Insurance recoveries 4,708 - Other current assets 3,827 3,724 Total $ 16,345 $ 11,962

INVENTORIES, NET

INVENTORIES, NET	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
INVENTORIES, NET	7. INVENTORIES, NET Inventories, net, are detailed as follows: SCHEDULE OF INVENTORIES 2022 2021 December 31, 2022 2021 (in thousands) Merchandise $ 825 $ 777 Raw materials and consumable supplies 21,537 32,876 Finished Goods 4,856 5,024 Inventory reserves - (1,114 ) Total $ 27,218 $ 37,563

PROPERTY, PLANT AND EQUIPMENT,

PROPERTY, PLANT AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT, NET	8. PROPERTY, PLANT AND EQUIPMENT, NET SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET 2022 2021 December 31, 2022 2021 (in thousands) Land $ 23,988 $ 25,139 Buildings 55,542 60,384 Machinery and equipment 51,374 56,275 Assets in progress 8,458 5,417 Others 8,679 10,863 Total 148,041 158,078 Less accumulated depreciation (47,514 ) (48,602 ) Total $ 100,527 $ 109,476 Depreciation expense was $ 4,993 $ 3,926 3,639 for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in cost of sales within the consolidated statements of operations and comprehensive (loss) income.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	9. GOODWILL AND OTHER INTANGIBLE ASSETS In connection with the establishment of reporting segments for each reporting period, the Company allocated goodwill between reporting units using a relative fair value allocation approach. Goodwill on the balance sheet resulted from the acquisition of wholly owned subsidiaries, the Tria Group and Maymouna Food Group, in 2015 and the acquisitions completed in 2021. The Company performed the annual impairment assessment as of December 31, 2022 and December 31, 2021, which did not result in impairment losses. In connection with the change in reportable segments beginning in the fourth quarter of 2021, the Company recasted its previously reported goodwill balances as of December 31, 2021 and 2020 on a relative fair value basis. Changes in the carrying amount of goodwill allocated to its reporting units for the year ended December 31, 2022, and 2021 are as follows: SCHEDULE OF GOODWILL Soft Durum Couscous Soft Durum Couscous Wheat Wheat and Pasta Total (in thousands) Balance at December 31, 2020 $ 31,058 $ 7,641 $ 9,373 $ 48,072 Business combinations 5,607 - - 5,607 Foreign currency exchange adjustments (1,471 ) (286 ) (351 ) (2,108 ) Balance at December 31, 2021 $ 35,194 $ 7,355 $ 9,022 $ 51,571 Beginning b alance $ 35,194 $ 7,355 $ 9,022 $ 51,571 Foreign currency exchange adjustments (3,784 ) (848 ) (1,041 ) (5,673 ) Balance at December 31, 2022 $ 31,410 $ 6,507 $ 7,981 $ 45,898 Ending balance $ 31,410 $ 6,507 $ 7,981 $ 45,898 Changes in the carrying amount of intangible assets for the year ended December 31, 2022, and 2021 are as follows: SCHEDULE OF INTANGIBLE ASSETS names relationships intangibles Assets Trade Customer Other Intangible names relationships intangibles Assets (in thousands) Balance at December 31, 2020 $ - $ - $ 363 $ 363 Acquisitions 1,057 2,213 645 3,915 Amortization - (64 ) (47 ) (111 ) Foreign currency exchange adjustments (46 ) (108 ) (38 ) (192 ) Balance at December 31, 2021 $ 1,011 $ 2,041 $ 923 $ 3,975 Beginning balance $ 1,011 $ 2,041 $ 923 $ 3,975 Acquisitions - - 262 262 Amortization - (90 ) (53 ) (143 ) Foreign currency exchange adjustments (84 ) (155 ) (132 ) (371 ) Balance at December 31, 2022 $ 927 $ 1,796 $ 1,000 $ 3,723 Ending balance $ 927 $ 1,796 $ 1,000 $ 3,723 As of December 31, 2022, the weighted-average remaining amortization period for intangibles other than goodwill is 11 years and future intangible amortization is expected to total the following: SCHEDULE OF FUTURE INTANGIBLE AMORTIZATION (in thousands) 2023 $ 226 2024 226 2025 226 2026 226 2027 226 Thereafter 1,666 Total amortization $ 2,796

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES	10. ACCRUED EXPENSES Accrued expenses consist of: SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 (in thousands) Consideration payable to selling stockholder $ 8,200 $ - Accrued government taxes 5,517 8,647 Accrued interest 3,781 2,611 Accrued salaries and benefits 600 957 Accruals to social agencies 664 582 Other accrued expenses 212 265 Total $ 18,974 $ 13,062

LINES OF CREDIT

LINES OF CREDIT	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
LINES OF CREDIT	11. LINES OF CREDIT Lines of Credit – working capital The Company has entered into unsecured revolving credit agreements with several financial institutions to fund working capital requirements (“WC Lines of Credit”). The WC Lines of Credit provide the Company with the ability to borrow funds under consolidated lines of credit of up to approximately $ 48,000 5.6 7.5 Lines of Credit – wheat inventories The Company has entered into credit agreements with several financial institutions for asset-based credit facilities in order to fund wheat raw material purchases (“Wheat Credit Facilities”). The Wheat Credit Facilities provide the ability to borrow funds under consolidated lines of credit of up to approximately $ 148,000 1.4 7.5

LONG-TERM DEBT

LONG-TERM DEBT	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
LONG-TERM DEBT	12. LONG-TERM DEBT The long-term debt of is presented as follows: SCHEDULE OF LONG TERM DEBT 2022 2021 December 31, 2022 2021 (in thousands) Convertible bonds $ - $ 500 Loans 12,344 17,019 Leases 2,901 7,455 Total outstanding debt 15,245 24,974 Less current portion (5,417 ) (10,845 ) Total long-term debt $ 9,828 $ 14,129 The term loans and other financial liabilities are evaluated according to the amortized cost method using the effective interest rate of the loan. The loan issuance costs and premiums, if any, are determined at inception and are amortized over the useful life of the loan via the effective interest rate. Convertible Bonds On December 31, 2021, the Company authorized the issuance of convertible bonds of up to $ 40,000 6.00 11,500 6.00 6.00 The Convertible Bonds will be redeemable, in whole or in part at the Company’s option at any time, and from time to time at a cash redemption price equal to the principal amount of the Convertible Bonds to be redeemed, plus accrued and unpaid interest without premium or penalty. Pursuant to the terms of the Convertible Bonds, upon consummation of the Business Combination, the Convertible Bonds were subject to mandatory conversion into ordinary shares of New Forafric at a conversion price of $ 9.45 9.45 Upon consummation of the Business Combination, all Convertible Bonds were converted into ordinary shares of the Company. Term Loans The Company maintains term loans with several financial institutions (the “Term Loans”). The Term Loans are unsecured and have fixed monthly payments ranging from approximately $ 14 104 5.5 7.5 Lease Obligations The Company owes $ 2,901 7,455 The scheduled maturities of outstanding debt as of December 31, 2022 are as follows: SCHEDULE OF MATURITIES OF OUTSTANDING DEBT (in thousands) 2023 $ 5,417 2024 3,280 2025 2,324 2026 1,904 2027 1,148 Thereafter 1,172 Total outstanding debt $ 15,245

FORWARD SHARE PURCHASE AGREEMEN

FORWARD SHARE PURCHASE AGREEMENTS	12 Months Ended
	Dec. 31, 2022
Forward Share Purchase Agreements
FORWARD SHARE PURCHASE AGREEMENTS	13. FORWARD SHARE PURCHASE AGREEMENTS In 2022, the Company entered into separate FPAs with certain investors. The FPAs allow the investors to sell and transfer common stock held by the investors to the Company in exchange for cash. The price to be paid by the Company was $ 10.80 16,200 On September 9, 2022, the Company settled the derivative liability associated with the Forward Share Purchase Agreements (“FPAs”) by repurchasing 1,179,722 ordinary shares at $ 10.80 on the settlement date. The fair value on the settlement date for the exercised FPAs was $ 0 and was equal to the intrinsic value of the put option on the settlement date (September 9, 2022). The intrinsic value was calculated using an exercise price of $ 10.80 per share and share price of $ 11.43 per share. The derivative liability was remeasured to its intrinsic value at the date the underlying shares were repurchased or settled unexercised. Based on the above, $ 4,685 402 5,087 The liability for the FPAs was valued using a Black-Scholes Option Pricing formula, except upon settlement in which the fair value was used, which is a Level 3 fair value measurement. The fair value of the FPAs is based on the current stock price and a weighted average of historical volatilities from select benchmark companies. The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements as of the following dates: SCHEDULE OF FAVIR VALUE MEASUREMENTS June 9, 2022 June 30, 2022 Stock Price $ 9.47 $ 8.23 Exercise (Strike) Price $ 10.80 $ 10.80 Time to Maturity (in years) 0.25 0.19 Annual Risk Free Rate 1.30 % 1.70 % Volatility 122.00 % 122.00 % Derivative liability measurement input 122.00 % 122.00 % The derivative liability is a Level 3 input.

CONTINGENT CONSIDERATION LIABIL

CONTINGENT CONSIDERATION LIABILITY	12 Months Ended
	Dec. 31, 2022
Contingent Consideration Liability
CONTINGENT CONSIDERATION LIABILITY	14. CONTINGENT CONSIDERATION LIABILITY In accordance with the terms of the Business Combination Agreement, the Company will pay to the Seller 20% of any cash proceeds received by Company before the five-year anniversary of the Closing resulting from the exercise of Company Warrants outstanding as of the Signing Date. The contingent consideration liability is included in “Contingent consideration liability” on the consolidated balance sheet. Changes in the fair value of the liability are included in “Change in fair value of derivatives and contingent consideration” on the Consolidated Statements of Operations. The Company utilized a probability weighted scenario-based model to determine the fair value of the contingent consideration. Based on this valuation model, the Company determined the fair value of the contingent consideration to be $ 1,308 1,260 The significant unobservable inputs used in the fair value measurement of the contingent consideration liability are measures of the estimated payouts over a five-year period based on internally generated financial projections on a probability-weighted basis and a discount rate which was in a range of 3.99 4.73 4.34 The following table presents a summary of the changes in the fair value of the contingent consideration liability: SCHEDULE OF FAIR VALUE MEASUREMENT OF CONTINGENT CONSIDERATION LIABILITY (in thousands) June 9, 2022 $ 1,308 Change in fair value (48 ) December 31, 2022 $ 1,260

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	15. INCOME TAXES The following table presents the components of the December 31, 2022, 2021 and 2020 provision for income taxes: SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAX 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Current $ 2,228 $ 2,104 $ 1,904 Deferred (4,286 ) (2,193 ) (1,761 ) Total income tax (benefit) expense $ (2,058 ) $ (89 ) $ 143 The Company’s effective tax rate was 10% 1% The current tax expense corresponds to the amounts paid or pending of payment in short-term to the Moroccan tax authorities for the period, according to the Law and Regulations of Morocco. The Company’s filed tax returns from the 2018 through 2022 tax years remain open for examination by the tax authorities under the normal statute of limitations According to tax legislation in Morocco, companies are taxed on the difference between their trading income and expenditure. Business expenses incurred in the operation of the business are generally deductible unless specifically excluded. In December 2022, Morocco enacted Finance Law 2023 (“FL 23”). FL 23 introduced a phased reform of corporate income tax rates over a period of four years with the objective of converging towards unified tax rates applicable from 2026 onwards. The unified target rates, effective as of January 2026 are as follows: - 20% 100 - 35% 100 The current corporate income tax rates will progressively evolve pursuant to defined rates established in FL 23 annually from 2023 through 2026 to meet the above unified rates. All the group’s entities in Morocco will be progressively subject to the 20 MDS Mali is exempted from tax under the Law and Regulations of Mali. Companies in Burkina are subject to an income tax of 27.5% The following is a reconciliation of income tax expense computed at the Moroccan statutory tax rate to the income tax expense reported in the consolidated statements of operations: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Net loss $ (19,170 ) $ (7,784 ) $ (139 ) Income tax expense for the period (2,058 ) (89 ) 143 Income (loss) before tax (21,228 ) (7,873 ) 4 Effective tax rate 10 % 1 % 3575 % Permanent differences not deductible (taxable) for tax purposes (1,799 ) (971 ) (3,192 ) Unrecognized tax losses 6,322 3,323 3,536 Other - - (202 ) Recalculated tax expense $ (6,581 ) $ (2,441 ) $ 1 Statutory tax rate in Morocco 31 % 31 % 31 % The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: SCHEDULE OF DEFERRED INCOME TAX ASSETS 2022 2021 December 31, 2022 2021 (in thousands) Fixed assets and intangible assets (10,292 ) (16,580 ) Loss carryforward 12,021 7,265 Receivables depreciation - 429 Leases (2,078 ) (2,488 ) Others (29 ) (82 ) Less: valuation allowance (12,021 ) (7,265 ) Deferred tax liabilities, net $ (12,399 ) $ (18,721 ) During the years ended December 31, 2022, and 2021, the Company has $ 12,021 7,265 In assessing the realizability of these deferred tax assets, management considers whether it is more-likely-than-not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. The Company considers the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies, and projected future taxable income in determining whether a valuation allowance is warranted. The Company maintained a valuation allowance for all losses to be carried forward indefinitely. The Company maintained a valuation allowance of $ 12,021 7,265 9,854

VARIABLE INTEREST ENTITIES AND

VARIABLE INTEREST ENTITIES AND ACQUISITIONS	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
VARIABLE INTEREST ENTITIES AND ACQUISITIONS	16. VARIABLE INTEREST ENTITIES AND ACQUISITIONS Sanabil SA Effective on October 7, 2021, the Company completed a share purchase acquisition of Moulins Sanabil SA (“Sanabil SA”). By way of the acquisition, the Company acquired a 60% Pursuant to the terms of the agreement, the purchase price of the acquisition was $ 332 The following table represents the final allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES September 30, 2021 Consideration paid: Cash $ 332 Assumed debt 6,548 Noncontrolling interest 221 Total consideration paid $ 7,101 Net assets acquired: Current assets $ 4,665 Current liabilities (4,416 ) Accounts receivable Inventory Other current assets Property, plant and equipment 5,413 Tradename 323 Customer relationship 453 Intangible assets Goodwill Total assets Accounts payable Other liabilities Long-term debt Total liabilities Other intangible assets Total net assets acquired 6,438 Goodwill 663 Total consideration paid $ 7,101 The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired customer relationships intangible assets. The method used for the acquired trade name intangible assets was the Relief from Royalty Method. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company’s estimates of customer attrition and revenue growth projections. The Company is amortizing the identifiable intangible assets arising from the Sanabil SA acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 20 years The Company incurred no material transaction costs for the acquisition of Sanabil SA. The carrying amount of Sanabil SA’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021: 2022 2021 December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 1,739 $ 2,670 Accounts receivable 1,001 1,944 Inventory 2,490 936 Other current assets 6,048 3,950 Property, plant, and equipment 4,411 5,233 Intangible assets 652 777 Goodwill 573 636 Total assets $ 16,914 $ 16,146 Accounts payable $ 4,170 $ 3,896 Other liabilities 5,674 6,807 Long-term debt 1,060 1,061 Total liabilities $ 10,904 $ 11,764 The operating results of Sanabil SA included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ 22,765 $ 4,840 Net income $ 426 $ 179 Pro Forma information The following unaudited pro forma information presents the impact of the results of operations of Sanabil SA on the Company revenue and net income for the year ended December 31, 2021, and 2020 as if the Sanabil SA acquisition had been completed on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the Sanabil SA acquisition. The unaudited pro forma information does not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company and Sanabil SA. Accordingly, this unaudited pro forma information is presented for illustrative purposes and are not intended to represent or be indicative of the actual impact on the results of operations of the Company that would have been achieved had the Sanabil SA acquisition occurred at January 1, 2020, nor are they intended to represent or be indicative of impact on future results of operations: SCHEDULE OF FUTURE RESULTS OF OPERATIONS 2021 2020 December 31, 2021 2020 (in thousands) Revenues $ 20,028 $ 21,915 Net loss $ (458 ) $ (522 ) MDS Burkina Effective on July 30, 2021, the Company completed a share purchase acquisition of MDS Burkina. By way of the acquisition, the Company acquired a 78.21% Pursuant to the terms of the agreement, the Company will provide financial investments to MDS Burkina in the form of a cash consideration for a total amount of $ 6,153 The Company thus agreed to fund MDS Burkina for operational cash flow needs and bear the risk of its losses from operations and MDA Burkina agrees that the Company has rights to 78.21% The following table represents the preliminary allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Consideration paid: Cash $ 6,153 Assumed debt 7,348 Noncontrolling interest 1,714 Total consideration paid $ 15,215 Net assets acquired: Current assets $ 4,559 Current liabilities (1,144 ) Property, plant and equipment 9,970 Total net assets acquired 13,385 Goodwill 1,830 Total consideration paid $ 15,215 Goodwill represents MDS Burkina’s market presence and its experienced workforce as well as future potential to generate cash flows and other economic benefits and results from assets that are not separately identifiable as part of the transaction and is not deductible for tax purposes. The Company incurred no material transaction costs for the acquisition of MDS Burkina. The carrying amount of MDS Burkina’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021: 2022 2021 December 31, 2022 2021 (in thousands) Cash $ 192 $ 170 Accounts receivable - 189 Inventory 163 1,038 Other current assets 51 2,126 Property, plant, and equipment 8,793 9,449 Goodwill 1,642 1,744 Total assets $ 10,841 $ 14,716 Accounts payable $ 172 $ 476 Other current liabilities 3,190 507 Long-term debt 1,714 6,621 Total liabilities $ 5,076 $ 7,604 The operating results of MDA Burkina included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ 2,678 $ - Net loss $ (906 ) $ (398 ) Pro Forma information The following unaudited pro forma information presents the impact of the results of operations of MDS Burkina on the Company revenue and net income for the year ended December 31, 2021, and 2020 as if the MDS Burkina acquisition had been completed on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the MDS Burkina acquisition. The unaudited pro forma information does not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company and MDS Burkina. Accordingly, this unaudited pro forma information is presented for illustrative purposes and are not intended to represent or be indicative of the actual impact on the results of operations of the Company that would have been achieved had the MDS Burkina acquisition occurred at January 1, 2020, nor are they intended to represent or be indicative of impact on future results of operations: SCHEDULE OF FUTURE RESULTS OF OPERATIONS 2021 2020 December 31, 2021 2020 (in thousands) Revenues $ 520 $ 272 Net loss $ (817 ) $ (1,001 ) MDS Mali Effective on April 30, 2021, the Company completed a share purchase acquisition of MDS Mali. By way of the acquisition, the Company acquired a 70.35% Pursuant to the terms of the agreement, the Company will provide financial investments to MDS Mali in the form of a cash consideration for a total amount of $ 9,579 The following table represents the final allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Consideration paid: Cash $ 9,579 Assumed debt 9,723 Noncontrolling interest 4,037 Total consideration paid $ 23,339 Net assets acquired: Current assets $ 16,715 Current liabilities (7,293 ) Property, plant and equipment 8,289 Tradename 734 Customer relationship 1,760 Other intangible assets 20 Total net assets acquired 20,225 Goodwill 3,114 Total consideration paid $ 23,339 The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired customer relationships intangible assets. The method used for the acquired trade name intangible assets was the Relief from Royalty Method. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company’s estimates of customer attrition and revenue growth projections. The Company is amortizing the identifiable intangible assets arising from the MDS Mali acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 20 years Goodwill represents MDS Mali’s market presence and its experienced workforce as well as future potential to generate cash flows and other economic benefits and results from assets that are not separately identifiable as part of the transaction and is not deductible for tax purposes. The Company incurred no material transaction costs for the acquisition of MDS Mali. The carrying amount of MDS Mali’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021: 2022 2021 December 31, 2022 2021 (in thousands) Cash $ 556 $ 1,011 Accounts receivable 598 1,790 Inventory 1,306 3,132 Other current assets 3 7,571 Property, plant, and equipment 6,732 7,320 Intangible assets 2,072 2,287 Goodwill 2,749 2,919 Total assets $ 14,016 $ 26,030 Accounts payable $ 358 $ 4,493 Other current liabilities 1,456 1,017 Long-term debt 3,531 7,121 Total liabilities $ 5,345 $ 12,631 The operating results of MDA Mali included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ 24,061 $ 15,353 Net income $ 271 $ 656 Pro Forma information The following unaudited pro forma information presents the impact of the results of operations of MDS Mali on the Company revenue and net income for the year ended December 31, 2021, and 2020 as if the MDS Mali acquisition had been completed on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the MDS Mali acquisition. The unaudited pro forma information does not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company and MDS Mali. Accordingly, this unaudited pro forma information is presented for illustrative purposes and are not intended to represent or be indicative of the actual impact on the results of operations of the Company that would have been achieved had the MDS Mali acquisition occurred at January 1, 2020, nor are they intended to represent or be indicative of impact on future results of operations: SCHEDULE OF FUTURE RESULTS OF OPERATIONS 2021 2020 December 31, 2021 2020 (in thousands) Revenues $ 19,348 $ 11,008 Net income (loss) $ 831 $ (19 ) Trigola Effective on November 5, 2020, pursuant to an investment and shareholders agreement dated November 5, 2020, the Company entered into an agreement with Trigola, an entity incorporated in the Republic of Angola and owned by the Parent for a majority for a share in Trigola’s equity of 75% 75% The carrying amount of the Trigola’s assets and liabilities included in the consolidated financial statements are as on December 31, 2022, and 2021: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 (in thousands) Cash $ 1,943 $ 98 Other current assets 162 400 Property, plant, and equipment 5,391 4,124 Total assets $ 7,496 $ 4,622 Accounts payable $ 7,496 $ 4,122 Other current liabilities 28 161 Total liabilities $ 7,524 $ 4,283 The operating results of Trigola included in the consolidated financial statements are as follows for the year ended December 31, 2022, and 2021: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ - $ 953 Net loss $ (378 ) $ (47 ) On September 30, 2021, the Company acquired 37.10%

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	17. STOCKHOLDERS’ EQUITY Capital stock Preferred Shares - 1,000,000 0.001 Ordinary Shares - 100,000,000 0.001 26,879,102 Class Z non-redeemable and non-convertible ordinary shares - 30,000,000 0.001 29,999,990 Warrants Public Warrants 11,461,220 11.50 0.01 - 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 Ordinary Share equals or exceeds $ 16.50 - if, and only if, there is a current registration statement in effect with respect to the Ordinary Share 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. Private Warrants 4,289,722 11.50 Stockholder Earn-Out Rights As a part of the Business Combination consideration, the selling stockholder 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”), to be issued as follows during the period from and after the Closing until the end of calendar year 2024 (A) 500,000 27 500,000 33 1,000,000 16.50 The Earnout have been deemed financial instruments to be issued upon the occurrence of contingent earn out provisions. The Earnout Shares are accounted for under ASC Topic 815-40, “Derivatives and Hedging”, pursuant to which the Earnout Shares are considered to be indexed to the Company’s own stock and therefore will be classified as equity instruments.

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN	12 Months Ended
	Dec. 31, 2022
Equity Incentive Plan
EQUITY INCENTIVE PLAN	18. EQUITY INCENTIVE PLAN In connection with the Business Combination, the Stockholders of the Company considered and approved the Forafric 2022 Long Term Employee Share Incentive Plan (the “Equity Incentive Plan”) which provides for the grant of awards, consisting of nominal cost options or phantom options to employees, directors and consultants of the Company or any of its subsidiaries. The maximum number of shares which may be the subject of awards under the Equity Incentive Plan may not exceed 10% of the issued share capital of the Company from time to time and the maximum number of shares reserved and available for issuance shall not exceed 2,645,684

EARNINGS PER SHARE

EARNINGS PER SHARE	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
EARNINGS PER SHARE	19. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the number of weighted average ordinary shares outstanding during the reporting period. The Company’s weighted average number of shares outstanding used in calculating earnings per share are 26,604,710 20,555,595 619,485 The computation of diluted loss per share excludes the effect of earnout shares and warrants to purchase the Company’s shares because their inclusion would be anti-dilutive.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	20. COMMITMENTS AND CONTINGENCIES Since February 2022, the quantity of soft wheat available on the international market has decreased by 35% due to the ongoing war in Ukraine, causing the price of raw materials to increase. Despite this situation, we have not had any shortages on raw materials, and do not project to have any issues fulfilling future orders. We have no firm and irrevocable commitments that will be affected by the war in Ukraine, and we will continue to assess the impact the war may have on our business. The Company entered into a five-year supply agreement with Millcorp, pursuant to which the Company is obligated to obtain at least 80% of the Company’s annual requirements of common wheat, durum wheat, or any other cereal, from Millcorp. The agreement expired on March 31, 2023 and was subsequently amended to extend an additional three years through March 31, 2026. Millcorp is currently providing 100% of the Company’s imported grain needs. The purchases incurred were $ 207,188 141,565 112,528 The Company has commitments with banks to finance its operating activities. The Company has provided collateral and mortgages to banks of $ 25,464 From time to time the Company is involved in litigation incidental to the conduct of its business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, the Company records accruals for contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. Defense costs are expensed as incurred and are included in professional fees. While the outcome of lawsuits and other proceedings against the Company cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits and other proceedings had or are expected to have a material effect on the consolidated financial statements at December 31, 2022. For the year ended December 31, 2022, we incurred expenses and losses of $ 4,708

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
SEGMENT INFORMATION	21. SEGMENT INFORMATION The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does not segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The reportable segments, as presented below, are consistent with the way the Company reports its results to the chief operating decision maker (“CODM”). The principal products that comprise each segment are as follows: Soft Wheat Durum Wheat Couscous and Pasta The Company evaluates the performance of its segments based on sales and operating income. Operating income is defined as gross profit less sales & marketing costs, direct selling, general, and administrative expenses, and other operating expenses. The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated corporate expenses (other operating expenses). Financial information relating to the Company’s reportable segments is as follows: SCHEDULE OF COMPANY REPORTABLE SEGMENTS 2022 2021 2020 December 31, 2022 2021 2020 Sales to external customers: (in thousands) Soft Wheat $ 216,659 $ 177,175 $ 129,096 Durum Wheat 45,286 54,737 37,571 Couscous & Pasta 27,827 29,767 29,929 Total $ 289,772 $ 261,679 $ 196,596 Direct operating (loss) income: Soft Wheat $ 6,352 $ 1,114 $ 5,667 Durum Wheat (5,255 ) 566 1,333 Couscous & Pasta (2,519 ) 1,706 2,891 Operating (loss) income $ (1,422 ) $ 3,386 $ 9,891 Geographic Information 10.9% 8.3% 0.9% 1.7% 9.5% Long-lived assets consist of net property, plant, and equipment. The geographic location of long-lived assets is as follows: SCHEDULE OF LONG-LIVED ASSETS NET PROPERTY, PLANT AND EQUIPMENT 2022 2021 December 31, 2022 2021 (in thousands) Morocco $ 79,125 $ 88,479 Burkina 8,793 9,449 Mali 6,732 7,320 Angola 5,391 4,124 Other 486 104 Total $ 100,527 $ 109,476

RELATED PARTIES

RELATED PARTIES	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTIES	22. RELATED PARTIES The following discussion summarizes activity between the Company and related parties. In 2015, the Company entered into a building lease agreement for the headquarters of Forafric Maroc, a wholly owned subsidiary, with a lease term through 2024. A significant shareholder of the Company owns 100% 420 Millcorp provides 100% of the imported grain to the Company. The purchases incurred were $ 207,188 141,565 112,528 The Company’s amounts due from related parties were $ 2,366 2,493 The Company’s amounts due to related parties were $ 1,801 1,234 As of December 31, 2021, the Company had an interest-free loan with no maturity date to a related party in the amount of $ 15,269 The Company has not entered into any significant transactions with other related parties.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	23. SUBSEQUENT EVENTS In preparing the consolidated financial statements through the December 31, 2022, the Company has evaluated subsequent events for recognition and disclosure through May 1, 2023 In April 2023, the Company extended its borrowing capacity and increased the amounts available under its current financial lines of credit by $ 17,000 .

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates
Principles of Consolidation	Principles of Consolidation Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits from its activities that could potentially be significant to the entity. In assessing control, potential voting rights that are currently exercisable or convertible are considered. The accounts of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Cash Equivalents	Cash Equivalents
Accounts Receivable and Allowances for Credit Losses	Accounts Receivable and Allowances for Credit Losses
Inventories	Inventories
Other Receivables	Other Receivables 38,364
Property, Plant, and Equipment	Property, Plant, and Equipment SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Assets Useful Lives Buildings 39 Machinery and equipment (technical installations) 30 50 Other assets 5 30 Building improvements are depreciated over the shorter of the estimated useful life of the assets or the remaining useful life. Leasehold improvements are amortized over the shorter of their useful life or remaining lease term. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s assessment of recoverability of property, plant and equipment is performed on a reporting unit level. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of such asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets SCHEDULE OF ESTIMATED USEFUL LIFE OF GOODWILL AND OTHER INTANGIBLE ASSETS Assets Useful Lives Trademarks Indefinite Customer relationships 20 Patents and licenses 5 10 Computer software 5 10 Other intangible assets 3 10 Recognized intangible assets, exclusive of goodwill, are amortized over the useful lives of the assets unless that life is determined to be indefinite. All of our intangible assets, exclusive of goodwill and trademarks, are finite lived. All amortization expense related to intangible assets is recorded in Selling, general, and administrative expense in the consolidated statements of operations. Intangible assets with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying amount over its fair value. The Company performs an evaluation of goodwill at the reporting unit level, utilizing either a qualitative or quantitative impairment test. A qualitative assessment is performed at least on an annual basis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The annual test for impairment is conducted as of December 31. The Company’s reporting units included in the assessment of potential goodwill impairment are the same as its operating segments. Under a qualitative assessment, the most recent quantitative assessment is used to determine if it is more likely than not that the reporting unit’s goodwill is impaired. As part of this qualitative assessment, the Company assesses relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in share price and entity-specific events to determine if there is an indication of impairment. Under a quantitative assessment, goodwill impairment is identified by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment charge is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill. Fair value of a reporting unit is determined by using a weighted combination of an income approach and a market approach, as this combination is considered the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the income approach, the Company determines fair value based on estimated future cash flows of a reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. The estimated future cash flows of each reporting unit are based on internally generated forecasts for the remainder of the respective reporting period and the next five years. Under the market approach, the Company utilizes valuation multiples derived from publicly available information for guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The valuation multiples are applied to the reporting units. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including net sales growth rates, gross profit margins, operating margins, discount rates and future market conditions, among others. Any changes in the judgments, estimates or assumptions used could produce significantly different results.
Segment Reporting	Segment Reporting
Share-Based Compensation	Share-Based Compensation
Advertising	Advertising
Leases	Leases
Business Combinations	Business Combinations
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions
Credit Risk	Credit Risk
Revenue Recognition	Revenue Recognition Revenue from Contracts with Customers Revenue related to the sale of goods and equipment is measured based on consideration specified in a contract with a customer. The Company recognizes revenue from these contracts at a point in time when it satisfies a performance obligation by transferring control of a product to a customer, generally when legal title and risks and rewards transfer to the customer. Sales terms typically provide for transfer of title at the time and point of delivery and acceptance of the product being sold. Amounts received from customers prior to revenue recognition on a contract are recorded as contract liabilities on the consolidated balance sheets. Amounts paid to suppliers prior to purchase recognition are recorded within other receivables on the consolidated balance sheets.
Shipping and Handling Costs	Shipping and Handling Costs
Taxes Collected from Customers and Remitted to Governmental Authorities	Taxes Collected from Customers and Remitted to Governmental Authorities
Transaction Costs	Transaction Costs
Income Taxes	Income Taxes
Accounting for Warrants	Accounting for Warrants
Forward Share Purchase Agreements	Forward Share Purchase Agreements
Fair Value Measurements	Fair Value Measurements The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used 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 Company’s financial instruments include cash equivalents, accounts receivable from customers, other receivables, prepaid expenses and other current assets, accounts payable and accrued liabilities, all of which are typically short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company measures the derivative liability related to FPAs at fair value on a recurring basis beginning June 9, 2022 (the date of closing of the Business Combination) through September 9, 2022 (settlement date). Refer to Note 13 – Forward Share Purchase Agreements for further information. The Company measures the contingent consideration liability at fair value on a recurring basis beginning June 9, 2022 (the date of closing of the Business Combination) and December 31, 2022. Refer to Note 14 – Contingent Consideration Liability for further information.
Variable Interest Entities	Variable Interest Entities 60.00 Effective on July 30, 2021, the Company completed a share purchase acquisition of Moulin du Sahel Burkina (“MDS Burkina”) and has since significant economic exposure to MDS Burkina. The Company also bears the risk of losses and has the right to receive 78.21 Effective on April 30, 2021, the Company completed a share purchase acquisition of MDS Mali and has been since actively involved in their operations and has the power to direct the activities and significantly impact MDS Mali’s economic performance. The Company also bears the risk of losses and has the right to receive 70.35
Equity Method Accounting	Equity Method Accounting 37.10
Non-Controlling Interests	Non-Controlling Interests
Emerging Growth Company Status	Emerging Growth Company Status
Reclassifications	Reclassifications
Liquidity and going concern	Liquidity and going concern 102,678 83,550 The Company believes that cash on hand, as well as cash from operations and proceeds from extended credit lines will provide sufficient liquidity to fund operations for at least one year after the date the financial statements are issued. This projection is based on the Company’s current expectations regarding product sales, cost structure, cash burn rate and other operating assumptions.

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF RECONCILIATION OF THE ORDINARY SHARES	The following table provides a reconciliation of the ordinary shares as of December 31, 2022: SCHEDULE OF RECONCILIATION OF THE ORDINARY SHARES FAHL existing shares at closing date 120,000,000 FAHL existing shares at closing date - converted 20,555,595 Issuance of ordinary shares upon exercise of warrants 1,887,464 Ordinary shares issued in PIPE 1,320,195 Conversion of convertible bonds to ordinary shares 1,248,426 Consideration and accrued interest paid to selling shareholder in ordinary shares 1,550,000 Conversion of shareholder loans to ordinary shares 1,445,164 Total Recapitalization 7,451,249 Ordinary shares issued upon exercise of warrants 38,780 Share-based compensation 13,200 Settlement of forward share purchase agreement derivative liability (1,179,722 ) Total ordinary shares outstanding as of December 31, 2022 26,879,102
SCHEDULE OF BUSINESS COMBINATION	The following table provides a summary of the significant sources and uses of cash related to the closing of the Business Combination on June 9, 2022: SCHEDULE OF BUSINESS COMBINATION Cash acquired in merger and recapitalization $ 13,966 Proceeds from forward share purchase agreements 6,719 Proceeds from convertible bonds issued 11,000 Transactions costs (3,104 ) Total $ 28,581

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT	SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Assets Useful Lives Buildings 39 Machinery and equipment (technical installations) 30 50 Other assets 5 30
SCHEDULE OF ESTIMATED USEFUL LIFE OF GOODWILL AND OTHER INTANGIBLE ASSETS	SCHEDULE OF ESTIMATED USEFUL LIFE OF GOODWILL AND OTHER INTANGIBLE ASSETS Assets Useful Lives Trademarks Indefinite Customer relationships 20 Patents and licenses 5 10 Computer software 5 10 Other intangible assets 3 10

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
SCHEDULE OF BALANCE SHEET CLASSIFICATION	Supplemental balance sheet information related to leases was as follows: SCHEDULE OF BALANCE SHEET CLASSIFICATION Balance Sheet December 31, Classification 2022 2021 Assets (in thousands) Operating leases Right-of-use assets $ 1,816 $ 2,077 Finance leases Right-of-use assets 8,614 14,282 Total assets $ 10,430 $ 16,359 Liabilities Current liabilities Operating leases Current portion of long-term debt $ 621 $ 685 Finance leases Current portion of long-term debt 1,380 2,318 Total current liabilities 2,001 3,003 Noncurrent liabilities Operating leases Long-term debt 665 1,529 Finance leases Long-term debt 235 2,923 Total noncurrent liabilities 900 4,452 Total liabilities $ 2,901 $ 7,455
SCHEDULE OF WEIGHTED AVERAGE DISCOUNT RATES OF LEASES	The weighted-average discount rates for the Company’s leases were as follows: SCHEDULE OF WEIGHTED AVERAGE DISCOUNT RATES OF LEASES December 31, 2022 2021 Operating leases 5.0 % 5.0 % Finance leases 6.1 % 6.2 %
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM	The weighted-average remaining lease term of the Company’s leases were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM December 31, 2022 2021 Operating leases 6.4 6.6 Finance leases 0.8 2.0
SCHEDULE OF LEASE EXPENSE	The components of lease expense for the years ended December 31, 2022, 2021, and 2020 were as follows: SCHEDULE OF LEASE EXPENSE 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Operating lease cost $ 987 $ 707 $ 674 Finance lease cost: Amortization of right-of-use assets 470 466 509 Interest on lease liabilities 190 446 655 Total lease cost $ 1,647 $ 1,619 $ 1,838
SCHEDULE OF FUTURE OF LEASE LIABILITIES	As of December 31, 2022, future maturities of lease liabilities were as follows: SCHEDULE OF FUTURE OF LEASE LIABILITIES Operating Leases Finance Leases (in thousands) 2023 672 1,662 2024 201 155 2025 84 36 2026 56 17 2027 55 5 Thereafter 406 - Total lease payments 1,474 1,875 Less: Interest (188 ) (260 ) Present value of lease liabilities $ 1,286 $ 1,615
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES	Other information related to leases for the years ended December 31, 2022, 2021 and 2020 were as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 987 $ 707 $ 674 Operating cash flows used for finance leases $ 470 $ 466 $ 509 Financing cash flows used for finance leases $ 190 $ 446 $ 655

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2022
Credit Loss [Abstract]
SCHEDULE OF ACCOUNT RECEIVABLES	The gross and realizable value of accounts receivable are detailed as follows: SCHEDULE OF ACCOUNT RECEIVABLES 2022 2021 December 31, 2022 2021 (in thousands) Accounts receivable $ 44,925 $ 48,050 Allowance for credit losses (14,067 ) (15,737 ) Total $ 30,858 $ 32,313
SCHEDULE OF CHANGES IN ALLOWANCES FOR CREDIT LOSSES	Changes in allowances for credit losses consisted of: SCHEDULE OF CHANGES IN ALLOWANCES FOR CREDIT LOSSES Allowance for Accounts Receivable (in thousands) Balance at December 31, 2020 $ (13,532 ) Current period provision for expected credit losses (2,794 ) Foreign currency exchange adjustments 589 Balance at December 31, 2021 $ (15,737 ) Current period provision for expected credit losses (150 ) Foreign currency exchange adjustments 1,820 Balance at December 31, 2022 $ (14,067 )

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Prepaid Expenses And Other Current Assets
SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS	Prepaid expenses and other current assets consist of: SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS 2022 2021 December 31, 2022 2021 (in thousands) Value-added tax receivable 602 3,916 Prepaid income taxes 1,763 2,712 Advances to suppliers 4,000 1,362 Prepaid expenses 1,445 248 Insurance recoveries 4,708 - Other current assets 3,827 3,724 Total $ 16,345 $ 11,962

INVENTORIES, NET (Tables)

INVENTORIES, NET (Tables)	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORIES	Inventories, net, are detailed as follows: SCHEDULE OF INVENTORIES 2022 2021 December 31, 2022 2021 (in thousands) Merchandise $ 825 $ 777 Raw materials and consumable supplies 21,537 32,876 Finished Goods 4,856 5,024 Inventory reserves - (1,114 ) Total $ 27,218 $ 37,563

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET	SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET 2022 2021 December 31, 2022 2021 (in thousands) Land $ 23,988 $ 25,139 Buildings 55,542 60,384 Machinery and equipment 51,374 56,275 Assets in progress 8,458 5,417 Others 8,679 10,863 Total 148,041 158,078 Less accumulated depreciation (47,514 ) (48,602 ) Total $ 100,527 $ 109,476

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	Changes in the carrying amount of goodwill allocated to its reporting units for the year ended December 31, 2022, and 2021 are as follows: SCHEDULE OF GOODWILL Soft Durum Couscous Soft Durum Couscous Wheat Wheat and Pasta Total (in thousands) Balance at December 31, 2020 $ 31,058 $ 7,641 $ 9,373 $ 48,072 Business combinations 5,607 - - 5,607 Foreign currency exchange adjustments (1,471 ) (286 ) (351 ) (2,108 ) Balance at December 31, 2021 $ 35,194 $ 7,355 $ 9,022 $ 51,571 Beginning b alance $ 35,194 $ 7,355 $ 9,022 $ 51,571 Foreign currency exchange adjustments (3,784 ) (848 ) (1,041 ) (5,673 ) Balance at December 31, 2022 $ 31,410 $ 6,507 $ 7,981 $ 45,898 Ending balance $ 31,410 $ 6,507 $ 7,981 $ 45,898
SCHEDULE OF INTANGIBLE ASSETS	Changes in the carrying amount of intangible assets for the year ended December 31, 2022, and 2021 are as follows: SCHEDULE OF INTANGIBLE ASSETS names relationships intangibles Assets Trade Customer Other Intangible names relationships intangibles Assets (in thousands) Balance at December 31, 2020 $ - $ - $ 363 $ 363 Acquisitions 1,057 2,213 645 3,915 Amortization - (64 ) (47 ) (111 ) Foreign currency exchange adjustments (46 ) (108 ) (38 ) (192 ) Balance at December 31, 2021 $ 1,011 $ 2,041 $ 923 $ 3,975 Beginning balance $ 1,011 $ 2,041 $ 923 $ 3,975 Acquisitions - - 262 262 Amortization - (90 ) (53 ) (143 ) Foreign currency exchange adjustments (84 ) (155 ) (132 ) (371 ) Balance at December 31, 2022 $ 927 $ 1,796 $ 1,000 $ 3,723 Ending balance $ 927 $ 1,796 $ 1,000 $ 3,723
SCHEDULE OF FUTURE INTANGIBLE AMORTIZATION	As of December 31, 2022, the weighted-average remaining amortization period for intangibles other than goodwill is 11 years and future intangible amortization is expected to total the following: SCHEDULE OF FUTURE INTANGIBLE AMORTIZATION (in thousands) 2023 $ 226 2024 226 2025 226 2026 226 2027 226 Thereafter 1,666 Total amortization $ 2,796

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES	Accrued expenses consist of: SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 (in thousands) Consideration payable to selling stockholder $ 8,200 $ - Accrued government taxes 5,517 8,647 Accrued interest 3,781 2,611 Accrued salaries and benefits 600 957 Accruals to social agencies 664 582 Other accrued expenses 212 265 Total $ 18,974 $ 13,062

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM DEBT	The long-term debt of is presented as follows: SCHEDULE OF LONG TERM DEBT 2022 2021 December 31, 2022 2021 (in thousands) Convertible bonds $ - $ 500 Loans 12,344 17,019 Leases 2,901 7,455 Total outstanding debt 15,245 24,974 Less current portion (5,417 ) (10,845 ) Total long-term debt $ 9,828 $ 14,129
SCHEDULE OF MATURITIES OF OUTSTANDING DEBT	The scheduled maturities of outstanding debt as of December 31, 2022 are as follows: SCHEDULE OF MATURITIES OF OUTSTANDING DEBT (in thousands) 2023 $ 5,417 2024 3,280 2025 2,324 2026 1,904 2027 1,148 Thereafter 1,172 Total outstanding debt $ 15,245

FORWARD SHARE PURCHASE AGREEM_2

FORWARD SHARE PURCHASE AGREEMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Forward Share Purchase Agreements
SCHEDULE OF FAVIR VALUE MEASUREMENTS	SCHEDULE OF FAVIR VALUE MEASUREMENTS June 9, 2022 June 30, 2022 Stock Price $ 9.47 $ 8.23 Exercise (Strike) Price $ 10.80 $ 10.80 Time to Maturity (in years) 0.25 0.19 Annual Risk Free Rate 1.30 % 1.70 % Volatility 122.00 % 122.00 % Derivative liability measurement input 122.00 % 122.00 %

CONTINGENT CONSIDERATION LIAB_2

CONTINGENT CONSIDERATION LIABILITY (Tables)	12 Months Ended
	Dec. 31, 2022
Contingent Consideration Liability
SCHEDULE OF FAIR VALUE MEASUREMENT OF CONTINGENT CONSIDERATION LIABILITY	The following table presents a summary of the changes in the fair value of the contingent consideration liability: SCHEDULE OF FAIR VALUE MEASUREMENT OF CONTINGENT CONSIDERATION LIABILITY (in thousands) June 9, 2022 $ 1,308 Change in fair value (48 ) December 31, 2022 $ 1,260

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAX	The following table presents the components of the December 31, 2022, 2021 and 2020 provision for income taxes: SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAX 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Current $ 2,228 $ 2,104 $ 1,904 Deferred (4,286 ) (2,193 ) (1,761 ) Total income tax (benefit) expense $ (2,058 ) $ (89 ) $ 143
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE	The following is a reconciliation of income tax expense computed at the Moroccan statutory tax rate to the income tax expense reported in the consolidated statements of operations: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE 2022 2021 2020 December 31, 2022 2021 2020 (in thousands) Net loss $ (19,170 ) $ (7,784 ) $ (139 ) Income tax expense for the period (2,058 ) (89 ) 143 Income (loss) before tax (21,228 ) (7,873 ) 4 Effective tax rate 10 % 1 % 3575 % Permanent differences not deductible (taxable) for tax purposes (1,799 ) (971 ) (3,192 ) Unrecognized tax losses 6,322 3,323 3,536 Other - - (202 ) Recalculated tax expense $ (6,581 ) $ (2,441 ) $ 1 Statutory tax rate in Morocco 31 % 31 % 31 %
SCHEDULE OF DEFERRED INCOME TAX ASSETS	The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: SCHEDULE OF DEFERRED INCOME TAX ASSETS 2022 2021 December 31, 2022 2021 (in thousands) Fixed assets and intangible assets (10,292 ) (16,580 ) Loss carryforward 12,021 7,265 Receivables depreciation - 429 Leases (2,078 ) (2,488 ) Others (29 ) (82 ) Less: valuation allowance (12,021 ) (7,265 ) Deferred tax liabilities, net $ (12,399 ) $ (18,721 )

VARIABLE INTEREST ENTITIES AN_2

VARIABLE INTEREST ENTITIES AND ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Sanabil SA [Member]
Business Acquisition [Line Items]
SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES	The following table represents the final allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES September 30, 2021 Consideration paid: Cash $ 332 Assumed debt 6,548 Noncontrolling interest 221 Total consideration paid $ 7,101 Net assets acquired: Current assets $ 4,665 Current liabilities (4,416 ) Accounts receivable Inventory Other current assets Property, plant and equipment 5,413 Tradename 323 Customer relationship 453 Intangible assets Goodwill Total assets Accounts payable Other liabilities Long-term debt Total liabilities Other intangible assets Total net assets acquired 6,438 Goodwill 663 Total consideration paid $ 7,101 The carrying amount of Sanabil SA’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021: 2022 2021 December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 1,739 $ 2,670 Accounts receivable 1,001 1,944 Inventory 2,490 936 Other current assets 6,048 3,950 Property, plant, and equipment 4,411 5,233 Intangible assets 652 777 Goodwill 573 636 Total assets $ 16,914 $ 16,146 Accounts payable $ 4,170 $ 3,896 Other liabilities 5,674 6,807 Long-term debt 1,060 1,061 Total liabilities $ 10,904 $ 11,764
SCHEDULE OF OPERATING REVENUE FROM ACQUISITION	The operating results of Sanabil SA included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ 22,765 $ 4,840 Net income $ 426 $ 179
SCHEDULE OF FUTURE RESULTS OF OPERATIONS	SCHEDULE OF FUTURE RESULTS OF OPERATIONS 2021 2020 December 31, 2021 2020 (in thousands) Revenues $ 20,028 $ 21,915 Net loss $ (458 ) $ (522 )
MDS Burkina [Member]
Business Acquisition [Line Items]
SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES	The following table represents the preliminary allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Consideration paid: Cash $ 6,153 Assumed debt 7,348 Noncontrolling interest 1,714 Total consideration paid $ 15,215 Net assets acquired: Current assets $ 4,559 Current liabilities (1,144 ) Property, plant and equipment 9,970 Total net assets acquired 13,385 Goodwill 1,830 Total consideration paid $ 15,215 The carrying amount of MDS Burkina’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021: 2022 2021 December 31, 2022 2021 (in thousands) Cash $ 192 $ 170 Accounts receivable - 189 Inventory 163 1,038 Other current assets 51 2,126 Property, plant, and equipment 8,793 9,449 Goodwill 1,642 1,744 Total assets $ 10,841 $ 14,716 Accounts payable $ 172 $ 476 Other current liabilities 3,190 507 Long-term debt 1,714 6,621 Total liabilities $ 5,076 $ 7,604
SCHEDULE OF OPERATING REVENUE FROM ACQUISITION	The operating results of MDA Burkina included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ 2,678 $ - Net loss $ (906 ) $ (398 )
SCHEDULE OF FUTURE RESULTS OF OPERATIONS	SCHEDULE OF FUTURE RESULTS OF OPERATIONS 2021 2020 December 31, 2021 2020 (in thousands) Revenues $ 520 $ 272 Net loss $ (817 ) $ (1,001 )
MDS Mali [Member]
Business Acquisition [Line Items]
SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES	The following table represents the final allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Consideration paid: Cash $ 9,579 Assumed debt 9,723 Noncontrolling interest 4,037 Total consideration paid $ 23,339 Net assets acquired: Current assets $ 16,715 Current liabilities (7,293 ) Property, plant and equipment 8,289 Tradename 734 Customer relationship 1,760 Other intangible assets 20 Total net assets acquired 20,225 Goodwill 3,114 Total consideration paid $ 23,339 The carrying amount of MDS Mali’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021: 2022 2021 December 31, 2022 2021 (in thousands) Cash $ 556 $ 1,011 Accounts receivable 598 1,790 Inventory 1,306 3,132 Other current assets 3 7,571 Property, plant, and equipment 6,732 7,320 Intangible assets 2,072 2,287 Goodwill 2,749 2,919 Total assets $ 14,016 $ 26,030 Accounts payable $ 358 $ 4,493 Other current liabilities 1,456 1,017 Long-term debt 3,531 7,121 Total liabilities $ 5,345 $ 12,631
SCHEDULE OF OPERATING REVENUE FROM ACQUISITION	The operating results of MDA Mali included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ 24,061 $ 15,353 Net income $ 271 $ 656
SCHEDULE OF FUTURE RESULTS OF OPERATIONS	SCHEDULE OF FUTURE RESULTS OF OPERATIONS 2021 2020 December 31, 2021 2020 (in thousands) Revenues $ 19,348 $ 11,008 Net income (loss) $ 831 $ (19 )
Trigola [Member]
Business Acquisition [Line Items]
SCHEDULE OF OPERATING REVENUE FROM ACQUISITION	The operating results of Trigola included in the consolidated financial statements are as follows for the year ended December 31, 2022, and 2021: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION 2022 2021 December 31, 2022 2021 (in thousands) Revenues $ - $ 953 Net loss $ (378 ) $ (47 )
SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES	The carrying amount of the Trigola’s assets and liabilities included in the consolidated financial statements are as on December 31, 2022, and 2021: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 (in thousands) Cash $ 1,943 $ 98 Other current assets 162 400 Property, plant, and equipment 5,391 4,124 Total assets $ 7,496 $ 4,622 Accounts payable $ 7,496 $ 4,122 Other current liabilities 28 161 Total liabilities $ 7,524 $ 4,283

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
SCHEDULE OF COMPANY REPORTABLE SEGMENTS	Financial information relating to the Company’s reportable segments is as follows: SCHEDULE OF COMPANY REPORTABLE SEGMENTS 2022 2021 2020 December 31, 2022 2021 2020 Sales to external customers: (in thousands) Soft Wheat $ 216,659 $ 177,175 $ 129,096 Durum Wheat 45,286 54,737 37,571 Couscous & Pasta 27,827 29,767 29,929 Total $ 289,772 $ 261,679 $ 196,596 Direct operating (loss) income: Soft Wheat $ 6,352 $ 1,114 $ 5,667 Durum Wheat (5,255 ) 566 1,333 Couscous & Pasta (2,519 ) 1,706 2,891 Operating (loss) income $ (1,422 ) $ 3,386 $ 9,891
SCHEDULE OF LONG-LIVED ASSETS NET PROPERTY, PLANT AND EQUIPMENT	Long-lived assets consist of net property, plant, and equipment. The geographic location of long-lived assets is as follows: SCHEDULE OF LONG-LIVED ASSETS NET PROPERTY, PLANT AND EQUIPMENT 2022 2021 December 31, 2022 2021 (in thousands) Morocco $ 79,125 $ 88,479 Burkina 8,793 9,449 Mali 6,732 7,320 Angola 5,391 4,124 Other 486 104 Total $ 100,527 $ 109,476

SCHEDULE OF RECONCILIATION OF T

SCHEDULE OF RECONCILIATION OF THE ORDINARY SHARES (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2019
Ordinary shares issued in PIPE	26,879,102
Common Stock [Member]
FAHL existing shares at closing date	120,000,000
FAHL existing shares at closing date - converted	20,555,595
Issuance of ordinary shares upon exercise of warrants	1,887,464
Ordinary shares issued in PIPE	1,320,195
Conversion of convertible bonds to ordinary shares	1,248,426
Consideration and accrued interest paid to selling shareholder in ordinary shares	1,550,000
Conversion of shareholder loans to ordinary shares	1,445,164
Total Recapitalization	7,451,249
Ordinary shares issued upon exercise of warrants	38,780
Share-based compensation	13,200
Settlement of forward share purchase agreement derivative liability	(1,179,722)
Total ordinary shares outstanding as of December 31, 2022	26,879,102	20,555,595	3,690

SCHEDULE OF BUSINESS COMBINATIO

SCHEDULE OF BUSINESS COMBINATION (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 09, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash acquired in merger and recapitalization	$ 13,966	$ 13,966
Proceeds from forward share purchase agreements	6,719
Proceeds from convertible bonds issued	11,000	11,000	500
Transactions costs	(3,104)	$ (3,104)
Total	$ 28,581

NATURE OF OPERATIONS AND BASI_3

NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative)	12 Months Ended
	Dec. 31, 2022 $ / shares	Sep. 09, 2022 $ / shares	Jun. 09, 2022 $ / shares	Dec. 31, 2021	Jun. 01, 2021
Ordinary shares price	$ 10.80	$ 10.80	$ 0.001
Conversion ratio	0.1713
New Forafric [Member]
Acquired interest, percentage			100%
Millcorp Geneva SA [Member]
Ownership interest, percentage				100%	100%

SCHEDULE OF ESTIMATED USEFUL LI

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT (Details)	12 Months Ended
	Dec. 31, 2022
Building [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful lives	39 years
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful lives	30 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful lives	50 years
Other Asset [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful lives	5 years
Other Asset [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful lives	30 years

SCHEDULE OF ESTIMATED USEFUL _2

SCHEDULE OF ESTIMATED USEFUL LIFE OF GOODWILL AND OTHER INTANGIBLE ASSETS (Details)	12 Months Ended
	Dec. 31, 2022
Trademarks [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful lives	Indefinite
Customer Relationships [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful life	20 years
Patents [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful life	5 years
Patents [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful life	10 years
Computer Software, Intangible Asset [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful life	5 years
Computer Software, Intangible Asset [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful life	10 years
Other Intangible Assets [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful life	3 years
Other Intangible Assets [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Goodwill and other intangible assets, useful life	10 years

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Oct. 07, 2021	Sep. 30, 2021	Jul. 30, 2021	Apr. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Government subsidies	$ 38,364
Accumulated deficit	$ 102,678	$ 83,550
GMT Niger [Member]
Defined Benefit Plan Disclosure [Line Items]
Outstanding capital stock, percentage				37.10%
Sanabil SA [Member]
Defined Benefit Plan Disclosure [Line Items]
Bears risk loss, percentage			60%
MDS Burkina [Member]
Defined Benefit Plan Disclosure [Line Items]
Bears risk loss, percentage					78.21%
MDS Mali [Member]
Defined Benefit Plan Disclosure [Line Items]
Bears risk loss, percentage						70.35%

SCHEDULE OF BALANCE SHEET CLASS

SCHEDULE OF BALANCE SHEET CLASSIFICATION (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total operating and finance leases assets	Total operating and finance leases assets
Operating lease right of use assets	$ 1,816	$ 2,077
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total operating and finance leases assets	Total operating and finance leases assets
Finance lease right of use assets	$ 8,614	$ 14,282
Total operating and finance leases assets	$ 10,430	$ 16,359
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt	Current portion of long-term debt
Operating leases liability current	$ 621	$ 685
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt	Current portion of long-term debt
Finance leases liability current	$ 1,380	$ 2,318
Total current liabilities	$ 2,001	$ 3,003
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt	Long-term debt
Operating leases liability non current	$ 665	$ 1,529
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt	Long-term debt
Finance leases liability non current	$ 235	$ 2,923
Total noncurrent liabilities	900	4,452
Total liabilities	$ 2,901	$ 7,455

SCHEDULE OF WEIGHTED AVERAGE DI

SCHEDULE OF WEIGHTED AVERAGE DISCOUNT RATES OF LEASES (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating leases weighted average discount	5%	5%
Finance leases weighted average discount	6.10%	6.20%

SCHEDULE OF WEIGHTED AVERAGE RE

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating leases weighted average remaining term	6 years 4 months 24 days	6 years 7 months 6 days
Finance leases weighted average remaining term	9 months 18 days	2 years

SCHEDULE OF LEASE EXPENSE (Deta

SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 987	$ 707	$ 674
Amortization of right-of-use assets	470	466	509
Interest on lease liabilities	190	446	655
Total lease cost	$ 1,647	$ 1,619	$ 1,838

SCHEDULE OF FUTURE OF LEASE LIA

SCHEDULE OF FUTURE OF LEASE LIABILITIES (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
Operating Leases, 2023	$ 672
Operating Leases, 2024	201
Operating Leases, 2025	84
Operating Leases, 2026	56
Operating Leases, 2027	55
Operating Leases, Thereafter	406
Operating Leases, Total lease payments	1,474
Operating Leases, Less: Interest	(188)
Operating Leases, Present value of lease liabilities	1,286
Finance Lease, Liability, to be Paid [Abstract]
Finance Leases, 2023	1,662
Finance Leases, 2024	155
Finance Leases, 2025	36
Finance Leases, 2026	17
Finance Leases, 2027	5
Finance Leases, Thereafter
Finance Leases, Total lease payments	1,875
Finance Leases, Less: Interest	(260)
Finance Leases, Present value of lease liabilities	$ 1,615

SCHEDULE OF OTHER INFORMATION R

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating cash flows used for operating leases	$ 987	$ 707	$ 674
Operating cash flows used for finance leases	470	466	509
Financing cash flows used for finance leases	$ 190	$ 446	$ 655

SCHEDULE OF ACCOUNT RECEIVABLES

SCHEDULE OF ACCOUNT RECEIVABLES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Credit Loss [Abstract]
Accounts receivable	$ 44,925	$ 48,050
Allowance for credit losses	(14,067)	(15,737)
Total	$ 30,858	$ 32,313

SCHEDULE OF CHANGES IN ALLOWANC

SCHEDULE OF CHANGES IN ALLOWANCES FOR CREDIT LOSSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Credit Loss [Abstract]
Allowance for accounts receivable, beginning balance	$ (15,737)	$ (13,532)
Current period provision for expected credit losses	(150)	(2,794)	$ (1,508)
Foreign currency exchange adjustments	1,820	589
Allowance for accounts receivable, ending balance	$ (14,067)	$ (15,737)	$ (13,532)

SCHEDULE OF PREPAID EXPENSE AND

SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses And Other Current Assets
Value-added tax receivable	$ 602	$ 3,916
Prepaid income taxes	1,763	2,712
Advances to suppliers	4,000	1,362
Prepaid expenses	1,445	248
Insurance recoveries	4,708
Other current assets	3,827	3,724
Total	$ 16,345	$ 11,962

SCHEDULE OF INVENTORIES (Detail

SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Merchandise	$ 825	$ 777
Raw materials and consumable supplies	21,537	32,876
Finished Goods	4,856	5,024
Inventory reserves		(1,114)
Total	$ 27,218	$ 37,563

SCHEDULE OF PROPERTY, PLANT AND

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Land	$ 23,988	$ 25,139
Buildings	55,542	60,384
Machinery and equipment	51,374	56,275
Assets in progress	8,458	5,417
Others	8,679	10,863
Total	148,041	158,078
Less accumulated depreciation	(47,514)	(48,602)
Total	$ 100,527	$ 109,476

PROPERTY, PLANT AND EQUIPMENT_3

PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 4,993	$ 3,926	$ 3,639

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Indefinite-Lived Intangible Assets [Line Items]
Beginning balance	$ 51,571	$ 48,072
Business combinations		5,607
Foreign currency exchange adjustments	(5,673)	(2,108)
Ending balance	45,898	51,571
Soft Wheat [Member]
Indefinite-Lived Intangible Assets [Line Items]
Beginning balance	35,194	31,058
Business combinations		5,607
Foreign currency exchange adjustments	(3,784)	(1,471)
Ending balance	31,410	35,194
Durum Wheat [Member]
Indefinite-Lived Intangible Assets [Line Items]
Beginning balance	7,355	7,641
Business combinations
Foreign currency exchange adjustments	(848)	(286)
Ending balance	6,507	7,355
Couscous and Pasta [Member]
Indefinite-Lived Intangible Assets [Line Items]
Beginning balance	9,022	9,373
Business combinations
Foreign currency exchange adjustments	(1,041)	(351)
Ending balance	$ 7,981	$ 9,022

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Beginning balance	$ 3,975	$ 363
Acquisitions	262	3,915
Amortization	(143)	(111)	$ (149)
Foreign currency exchange adjustments	(371)	(192)
Ending balance	3,723	3,975	363
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance	1,011
Acquisitions		1,057
Amortization
Foreign currency exchange adjustments	(84)	(46)
Ending balance	927	1,011
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance	2,041
Acquisitions		2,213
Amortization	(90)	(64)
Foreign currency exchange adjustments	(155)	(108)
Ending balance	1,796	2,041
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance	923	363
Acquisitions	262	645
Amortization	(53)	(47)
Foreign currency exchange adjustments	(132)	(38)
Ending balance	$ 1,000	$ 923	$ 363

SCHEDULE OF FUTURE INTANGIBLE A

SCHEDULE OF FUTURE INTANGIBLE AMORTIZATION (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 226
2024	226
2025	226
2026	226
2027	226
Thereafter	1,666
Total amortization	$ 2,796

SCHEDULE OF ACCRUED EXPENSES (D

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Consideration payable to selling stockholder	$ 8,200
Accrued government taxes	5,517	8,647
Accrued interest	3,781	2,611
Accrued salaries and benefits	600	957
Accruals to social agencies	664	582
Other accrued expenses	212	265
Total	$ 18,974	$ 13,062

SCHEDULE OF LONG TERM DEBT (Det

SCHEDULE OF LONG TERM DEBT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total outstanding debt	$ 15,245	$ 24,974
Less current portion	(5,417)	(10,845)
Total long-term debt	9,828	14,129
Convertible Bonds [Member]
Debt Instrument [Line Items]
Convertible bonds		500
Long Term Loans [Member]
Debt Instrument [Line Items]
Total outstanding debt	12,344	17,019
Long Term Leases [Member]
Debt Instrument [Line Items]
Total outstanding debt	$ 2,901	$ 7,455

LINES OF CREDIT (Details Narrat

LINES OF CREDIT (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Interest rate		6%
Unsecured Revolving Credit Agreement [Member]
Debt Instrument [Line Items]
Line of credit	$ 48,000
Unsecured Revolving Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate	5.60%
Unsecured Revolving Credit Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate	7.50%
Credit Agreement [Member]
Debt Instrument [Line Items]
Line of credit	$ 148,000
Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate	1.40%
Credit Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate	7.50%

SCHEDULE OF MATURITIES OF OUTST

SCHEDULE OF MATURITIES OF OUTSTANDING DEBT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 5,417
2024	3,280
2025	2,324
2026	1,904
2027	1,148
Thereafter	1,172
Total outstanding debt	$ 15,245	$ 24,974

LONG-TERM DEBT (Details Narrati

LONG-TERM DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Convertible debt		$ 40,000
Debt interest rate		6%
Debt face amount	$ 11,500	$ 15,269
Convertible bond percentage	6%
Convertible conversion price	$ 9.45
Long term debt	$ 15,245	24,974
Long Term Leases [Member]
Debt Instrument [Line Items]
Long term debt	2,901	$ 7,455
Minimum [Member]
Debt Instrument [Line Items]
Unsecure long term debt	$ 14
Long term debt rate	5.50%
Maximum [Member]
Debt Instrument [Line Items]
Unsecure long term debt	$ 104
Long term debt rate	7.50%

SCHEDULE OF FAVIR VALUE MEASURE

SCHEDULE OF FAVIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member]	Jun. 30, 2022	Jun. 09, 2022
Measurement Input, Share Price [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liability measurement input	8.23	9.47
Measurement Input, Exercise Price [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liability measurement input	10.80	10.80
Measurement Input, Maturity [Member]
Defined Benefit Plan Disclosure [Line Items]
Time to Maturity (in years)	2 months 8 days	3 months
Measurement Input, Risk Free Interest Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liability measurement input	1.70	1.30
Measurement Input, Price Volatility [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liability measurement input	122	122

FORWARD SHARE PURCHASE AGREEM_3

FORWARD SHARE PURCHASE AGREEMENTS (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
	Sep. 09, 2022	Jun. 30, 2022	Dec. 31, 2022	Jun. 09, 2022
Forward Share Purchase Agreements
Shares issued price per share	$ 10.80		$ 10.80	$ 0.001
Escrow cash			$ 16,200,000
Stock Repurchased During Period, Shares	1,179,722
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 10.80
Share Price	$ 11.43
Net gain within change in fair value of derivative liability			$ 4,685,000
Gain (loss) on settlement	$ 5,087,000	$ 402,000

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT OF CONTINGENT CONSIDERATION LIABILITY (Details) $ in Thousands	7 Months Ended
	Dec. 31, 2022 USD ($)
Contingent Consideration Liability
Contingent consideration liability	$ 1,308
Contingent consideration liability change in fair value	(48)
Contingent consideration liability	$ 1,260

CONTINGENT CONSIDERATION LIAB_3

CONTINGENT CONSIDERATION LIABILITY (Details Narrative) $ in Thousands	Dec. 31, 2022 USD ($)	Jun. 08, 2022 USD ($)	Dec. 31, 2021 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Fair value of contingent consideration liability	$ 1,308
Contingent consideration liability	$ 1,260	$ 1,308
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.99
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.73
Fair Value, Inputs, Level 3 [Member] | Measurement Input Weighted Average [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.34

SCHEDULE OF COMPONENTS OF PROVI

SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAX (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current	$ 2,228	$ 2,104	$ 1,904
Deferred	(4,286)	(2,193)	(1,761)
Total income tax (benefit) expense	$ (2,058)	$ (89)	$ 143

SCHEDULE OF RECONCILIATION OF I

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net loss	$ (19,170)	$ (7,784)	$ (139)
Income tax expense for the period	(2,058)	(89)	143
Income (loss) before tax	$ (21,228)	$ (7,873)	$ 4
Effective tax rate	10%	1%	3,575%
Permanent differences not deductible (taxable) for tax purposes	$ (1,799)	$ (971)	$ (3,192)
Unrecognized tax losses	6,322	3,323	3,536
Other			(202)
Recalculated tax expense	$ (6,581)	$ (2,441)	$ 1
Statutory tax rate in Morocco	31%	31%	31%

SCHEDULE OF DEFERRED INCOME TAX

SCHEDULE OF DEFERRED INCOME TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Fixed assets and intangible assets	$ (10,292)	$ (16,580)
Loss carryforward	12,021	7,265
Receivables depreciation		429
Leases	(2,078)	(2,488)
Others	(29)	(82)
Less: valuation allowance	(12,021)	(7,265)	$ (9,854)
Deferred tax liabilities, net	$ (12,399)	$ (18,721)

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) $ in Thousands, د.م. in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2022 MAD (د.م.)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective tax rate	10%	10%	1%	3,575%
Net taxable income	$ (19,128)		$ (7,982)	$ (110)
Net operating loss	12,021		7,265
Valuation allowance	$ 12,021		$ 7,265	$ 9,854
MOROCCO
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate	20%	20%
BURKINA FASO
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate	27.50%	27.50%
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate	20%	20%
Net taxable income | د.م.		د.م. 100
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate	35%	35%
Net taxable income | د.م.		د.م. 100

SCHEDULE OF BUSINESS COMBINAT_2

SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jul. 30, 2021	Apr. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 45,898	$ 51,571				$ 48,072
Sanabil SA [Member]
Business Acquisition [Line Items]
Cash	1,739	2,670	$ 332
Assumed debt			6,548
Noncontrolling interest			221
Total consideration paid			7,101
Current assets			4,665
Current liabilities			(4,416)
Accounts receivable	1,001	1,944
Inventory	2,490	936
Other current assets	6,048	3,950
Property, plant, and equipment	4,411	5,233	5,413
Tradename			323
Customer relationship			453
Intangible assets	652	777
Goodwill	573	636
Total assets	16,914	16,146
Accounts payable	4,170	3,896
Other current liabilities	5,674	6,807
Long-term debt	1,060	1,061
Total liabilities	10,904	11,764
Total net assets acquired			6,438
Goodwill			$ 663
MDS Burkina [Member]
Business Acquisition [Line Items]
Cash	192	170		$ 6,153
Assumed debt				7,348
Noncontrolling interest				1,714
Total consideration paid				15,215
Current assets				4,559
Current liabilities				(1,144)
Accounts receivable		189
Inventory	163	1,038
Other current assets	51	2,126
Property, plant, and equipment	8,793	9,449		9,970
Goodwill	1,642	1,744
Total assets	10,841	14,716
Accounts payable	172	476
Other current liabilities	3,190	507
Long-term debt	1,714	6,621
Total liabilities	5,076	7,604
Total net assets acquired				13,385
Goodwill				$ 1,830
MDS Mali [Member]
Business Acquisition [Line Items]
Cash	556	1,011			$ 9,579
Assumed debt					9,723
Noncontrolling interest					4,037
Total consideration paid					23,339
Current assets					16,715
Current liabilities					(7,293)
Accounts receivable	598	1,790
Inventory	1,306	3,132
Other current assets	3	7,571
Property, plant, and equipment	6,732	7,320			8,289
Tradename					734
Customer relationship					1,760
Intangible assets	2,072	2,287
Goodwill	2,749	2,919
Total assets	14,016	26,030
Accounts payable	358	4,493
Other current liabilities	1,456	1,017
Long-term debt	3,531	7,121
Total liabilities	5,345	12,631
Other intangible assets					20
Total net assets acquired					20,225
Goodwill					$ 3,114
Trigola [Member]
Business Acquisition [Line Items]
Cash	1,943	98
Other current assets	162	400
Property, plant, and equipment	5,391	4,124
Total assets	7,496	4,622
Accounts payable	7,496	4,122
Other current liabilities	28	161
Total liabilities	$ 7,524	$ 4,283

SCHEDULE OF OPERATING REVENUE F

SCHEDULE OF OPERATING REVENUE FROM ACQUISITION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Sanabil SA [Member]
Business Acquisition [Line Items]
Revenues	$ 22,765	$ 4,840
Net loss	426	179
MDA Burkina [Member]
Business Acquisition [Line Items]
Revenues	2,678
Net loss	(906)	(398)
MDS Mali [Member]
Business Acquisition [Line Items]
Revenues	24,061	15,353
Net loss	271	656
Trigola [Member]
Business Acquisition [Line Items]
Revenues		953
Net loss	$ (378)	$ (47)

SCHEDULE OF FUTURE RESULTS OF O

SCHEDULE OF FUTURE RESULTS OF OPERATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Sanabil SA [Member]
Business Acquisition [Line Items]
Revenues	$ 20,028	$ 21,915
Net income (loss)	(458)	(522)
MDS Burkina [Member]
Business Acquisition [Line Items]
Revenues	520	272
Net income (loss)	(817)	(1,001)
MDS Mali [Member]
Business Acquisition [Line Items]
Revenues	19,348	11,008
Net income (loss)	$ 831	$ (19)

VARIABLE INTEREST ENTITIES AN_3

VARIABLE INTEREST ENTITIES AND ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	Oct. 07, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Jul. 30, 2021	Apr. 30, 2021	Nov. 05, 2020
Business Acquisition [Line Items]
Acquisition price			$ 8,639
Sanabil SA [Member]
Business Acquisition [Line Items]
Acquisition percentage	60%
Acquisition price	$ 332
Average life		20 years
MDS Burkina [Member]
Business Acquisition [Line Items]
Acquisition percentage						78.21%
Acquisition price		$ 6,153
MDS Mali [Member]
Business Acquisition [Line Items]
Acquisition percentage							70.35%
Acquisition price		$ 9,579
Average life		20 years
Trigola [Member]
Business Acquisition [Line Items]
Acquisition percentage								75%
Trigola [Member] | NIGER
Business Acquisition [Line Items]
Acquisition percentage					37.10%

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Sep. 09, 2022	Jun. 09, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000			1,000,000
Preferred stock, par value per share	$ 0.001			$ 0.001
Ordinary shares, authorized	100,000,000
Ordinary shares, par value	$ 0.001
Ordinary shares, issued	26,879,102
Ordinary shares, outstanding	26,879,102
Price per share	$ 16.50
Price per warrant		$ 11.43
Price per share	$ 10.80	$ 10.80	$ 0.001
2022 [Member] | Business combination agreement [Member]
Class of Stock [Line Items]
Earnout shares	500,000
Earnout value	$ 27
2023 [Member] | Business combination agreement [Member]
Class of Stock [Line Items]
Earnout shares	500,000
Earnout value	$ 33
2024 [Member] | Business combination agreement [Member]
Class of Stock [Line Items]
Earnout shares	1,000,000
Price per share	$ 16.50
Public Warrants [Member]
Class of Stock [Line Items]
Private warrants outstanding	11,461,220
Price per share	$ 11.50
Price per warrant	$ 0.01
Private Warrants [Member]
Class of Stock [Line Items]
Private warrants outstanding	4,289,722
Price per share	$ 11.50
Class Z Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary shares, authorized	30,000,000			30,000,000
Ordinary shares, par value	$ 0.001			$ 0.001
Ordinary shares, issued	29,999,990
Ordinary shares, outstanding	29,999,990

EQUITY INCENTIVE PLAN (Details

EQUITY INCENTIVE PLAN (Details Narrative)	Dec. 31, 2022 shares
Equity Incentive Plan
Maximum number of shares reserved and available for issuance	2,645,684

EARNINGS PER SHARE (Details Nar

EARNINGS PER SHARE (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Weighted average number of shares outstanding, earnings per share	26,604,710	20,555,595	619,485

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Purchase of grains	$ 207,188,000	$ 141,565,000	$ 112,528,000
Mortgages to banks	25,464
Incurred expenses and losses	$ 4,708,000

SCHEDULE OF COMPANY REPORTABLE

SCHEDULE OF COMPANY REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total	$ 289,772	$ 261,679	$ 196,596
Operating (loss) income	(1,422)	3,386	9,891
Soft Wheat [Member]
Segment Reporting Information [Line Items]
Total	216,659	177,175	129,096
Operating (loss) income	6,352	1,114	5,667
Durum Wheat [Member]
Segment Reporting Information [Line Items]
Total	45,286	54,737	37,571
Operating (loss) income	(5,255)	566	1,333
Couscous and Pasta [Member]
Segment Reporting Information [Line Items]
Total	27,827	29,767	29,929
Operating (loss) income	$ (2,519)	$ 1,706	$ 2,891

SCHEDULE OF LONG-LIVED ASSETS N

SCHEDULE OF LONG-LIVED ASSETS NET PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	$ 100,527	$ 109,476
MOROCCO
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	79,125	88,479
BURKINA FASO
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	8,793	9,449
MALI
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	6,732	7,320
ANGOLA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	5,391	4,124
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	$ 486	$ 104

SEGMENT INFORMATION (Details Na

SEGMENT INFORMATION (Details Narrative)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue, Major Customer [Line Items]
Net sales, percentage	9.50%	9.50%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | MOROCCO
Revenue, Major Customer [Line Items]
Concentration risk, percentage	10.90%	10.90%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | MALI
Revenue, Major Customer [Line Items]
Concentration risk, percentage	8.30%	8.30%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | BURKINA FASO
Revenue, Major Customer [Line Items]
Concentration risk, percentage	0.90%	0.90%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | Other [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage	1.70%	1.70%

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2015
Rent expense	$ 420
Purchase of grains	207,188	$ 141,565	$ 112,528
Due from related parties	2,366	2,493
Due to related parties	1,801	1,234
Loan amount	$ 11,500	$ 15,269
Forafic Maroc [Member]
Ownership percent				100%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) $ in Thousands	1 Months Ended
	Apr. 30, 2023 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Month-end Outstanding Amount	$ 17,000