6-K - AFRI - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of September 2022

CommissionFile Number: 001-41416

ForafricGlobal PLC

Unit 5.3, Madison Building, Midtown

Queensway, Gibraltar GX11 1AA

011 350 20072505

(Addressof principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

2022Extraordinary General Meeting of Shareholders

On September 8, 2022, Forafric Global PLC (the “Company”) held its extraordinary general meeting of shareholders (the “Meeting”) of which 21 days’ notice had been given, specifying the intention to propose special resolutions pursuant to section 201 of the Companies Act 2014 of Gibraltar. The following matters were submitted to a vote of the Company’s shareholders at the Meeting:

1. That the Buy Back Contract, between NOMIS BAY LTD and BPY LIMITED and the Company is approved;

2. That the Buy Back Contract, between K2 PRINCIPAL FUND L.P. and the Company is approved; and

3. That the Buy Back Contract, between POLAR MULTI-STRATEGY MASTER FUND and the Company is approved.

At the Meeting, a total of 18,233,851 ordinary shares of the Company voted in person or by proxy, out of 26,456,844 (68.91 %) ordinary shares entitled to vote at the Meeting. Set forth below are the number of votes cast for, against, abstained, as to each matter:


Proposal 1
To<br> approve the Buy Back Contract, between NOMIS BAY LTD and BPY LIMITED and the Company	18,233,098	753	0
Proposal 2
To approve<br> the Buy Back Contract, between K2 PRINCIPAL FUND L.P. and the Company	18,233,097	754	0
Proposal 3
To approve<br> the Buy Back Contract, between POLAR MULTI-STRATEGY MASTER FUND and the Company	18,233,098	753	0

On September 9, 2022, the investors referenced above elected, pursuant to the terms of the Forward Share Purchase Agreements, dated June 8, 2022, to have the Company acquire a total of 1,179,722 ordinary shares of the Company for an aggregate purchase price of $12,740,998, or $10.80 per share, which acquisition was conducted pursuant to the terms of the Buy Back Contracts. The shares acquired by the Company will be cancelled.

Entryinto a Material Definitive Agreement

On September 8, 2022, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Lighthouse Capital Limited, a company incorporated under the laws of Gibraltar (the “Subscriber”), who is the holder of 64.5% of the Company’s outstanding ordinary shares.

Upon completion of the Company’s business combination with Globis Acquisition Corp. (“Globis”) and Forafric Agro Holdings Limited (“FAHL”), and pursuant to the terms of a Securities Purchase Agreement dated December 19, 2021 as amended April 20, 2022 and June 8, 2022, between the Company, the Subscriber, Globis and FAHL, the Company owed the Subscriber $20 million as part of the consideration paid to Subscriber in consideration for the business combination with interest accruing at the rate of 8% per annum from June 8, 2022 (the “Business Combination Consideration”).

Pursuant to the Subscription Agreement, the Company, with authority granted by the board of directors at a meeting held on September 8, 2022, agreed to issue and allot 1,550,000 ordinary shares, par value $0.001 (the “Shares”) in consideration for US$ 12,400,000, which amount shall be settled in full by the Subscriber by the partial set-off of the Business Combination Consideration as follows:

(i)	USD<br> 12,000,000 in respect of capital; and
(ii)	USD<br> 400,000 in respect of accrued interest from 8th June 2022 at 8% per annum.

Additionally, the Company entered into a Warrant Agreement (the “Warrant Agreement”) with the Subscriber, pursuant to which the Company agreed to issue 516,666 Warrants (the “Warrants”) to the Subscriber, each of which entitles the holder to purchase one ordinary share of the Company, par value $0.001 (the “Ordinary Share”), at an exercise price of $11.50 per Ordinary Share (the “Exercise Price”). The Warrants are exercisable in cash for a period of 5 years.

The foregoing description of the Subscription Agreement and Warrant Agreement do not purport to be complete and are qualified in its entirety by reference to the complete text of the Subscription Agreement and the Warrant Agreement, which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively.

Exhibits

Exhibit No.	Description
10.1	Form of Subscription Agreement
10.2	Form of Warrant Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Forafric Global PLC
Date:<br> September 13, 2022	By:	/s/ Saad Bendidi
	Name:	Saad<br> Bendidi
	Title:	Chairman<br> and Director
		(Principal<br> Executive Officer)

Exhibit10.1

THISSUBSCRIPTION AGREEMENT is made the day of September 2022 (this “Agreement”).

BETWEEN

(1)	Lighthouse Capital Limited, a company incorporated under the laws of Gibraltar with registered number 114433 (the “Subscriber”);<br> and
(2)	Forafric Global PLC, a company incorporated under the laws of Gibraltar with registered number 122390 (the “Company”).

WHEREAS:-

(A)	The<br> Subscriber wishes to subscribe for 1,550,000 ordinary shares of USD 0.001 each in the capital of the Company (hereinafter referred<br> to as the “Shares”);
(B)	On<br> or the date hereof the Company owes the amount of USD 20,000,000 on to the Subscriber (the “SPA<br> Consideration”) under the terms of a Securities Purchase Agreement dated 19^th^<br> December 2021 as amended on 20^th^ April 2022 and 8^th^ June 2022, between the Subscriber, Globis Acquisition Corp.<br> and Forafric Agro Holdings Limited and the Company; and
(C)	The<br> Subscriber has agreed to subscribe for the Shares and, the Company has agreed to issue and allot the Shares to the Subscriber, for<br> cash, which cash payment due by the Subscriber to the Company will be settled in full by virtue of being set-off against the Consideration<br> by the Subscriber.

NOWIT IS HEREBY AGREED as follows:-

SUBSCRIPTION

1.	The<br> Subscriber hereby agrees to subscribe for 1,550,000 (as yet unissued) ordinary shares of USD 0.001 in the Company for the consideration<br> set out in clause 2. The subscription described herein (the “Subscription”) is subject to the terms and conditions<br> set forth in this agreement and shall be made with effect from the 8^th^ September 2022.

CONSIDERATION

2.1	The consideration to be paid to the Company by the Subscriber for the Subscription in respect of the Shares is 12,400,000 which payment shall be settled in full by the Subscriber by the partial set-off of the SPA Consideration as follows:
		USD<br> 12,000,000 in respect of capital;
		USD<br> 400,000 in respect of accrued interest from 8^th^ June 2022 at 8% per annum.

All values are in US Dollars.

WARRANTIESAND UNDERTAKINGS

3.1	The<br> Subscriber hereby confirms and warrants as follows:
	a.	The<br> Subscriber has the right, power and authority to enter into this agreement.
	b.	The<br> Subscriber has taken all necessary action to authorise execution of this agreement and to perform all of his obligations arising<br> hereunder.
	c.	The<br> Subscriber is a “non-U.S. Person” as defined in Regulation S promulgated under the Securities Act of 1933, as amended,<br> and agrees that all representations, warranties and covenants to the Company set forth on Exhibit A are true and correct.
3.2	The<br> Company hereby confirms and warrants as follows:
	a.	The<br> Company is a company duly organised and validly existing under the laws of Gibraltar.
	b.	The<br> Company has the necessary right, power and authority and has taken all necessary corporate and other action to authorise execution<br> of this Agreement and to perform all its obligations arising hereunder.

MISCELLANEOUS

4.	In<br> the event that any provision of this Agreement shall be invalid, illegal or unenforceable it shall not affect the validity, legality<br> or enforceability of any other provision of this Agreement.
5.	Neither<br> this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by any course of conduct, but<br> only by an instrument in writing signed by each of the parties hereto.
6.	No<br> failure or delay on the part of any party hereto in exercising any right, power or privilege under this Agreement shall operate as<br> a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further<br> exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative<br> and not exclusive of any rights or remedies provided by law.
7.	This<br> Agreement may be executed in any number of counterparts and this has the same effect as if the signature on the counterparts were<br> on a single copy of this Agreement.
8.	Each<br> of the Parties hereby irrevocably:
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	a.	waives<br> any objections on the ground of venue or forum non conveniens or any similar grounds; and
	b.	consents<br> to service of process by post or any other manner permitted by the relevant law.
9.	The<br> Subscriber and the Company shall each, at its own cost and expense, execute and do (or procure to be executed and done by any other<br> necessary party) all such deeds, documents, acts and things as may be reasonably necessary or desirable from time to time require<br> in order to vest in the Subscriber ownership of the Shares, or as otherwise may be necessary to give full effect to this agreement.
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10.	This<br> Agreement shall be governed by, construed and take effect in accordance with the laws of Gibraltar and shall not give rise to any<br> action in any other jurisdiction.
11.	The<br> courts of Gibraltar shall have the exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out<br> of or in connection with this Agreement (including, without limitation, claims for set-off or counterclaim) or the legal relationships<br> and obligations established by this Agreement.

EXECUTEDby

LIGHTHOUSECAPITAL LIMITED

Acting<br> by	)
	)	Director
	)
	)
	)
In<br> the presence of:	)
	)	Witness Name:
	)	Address:
	)	Profession:

EXECUTEDby

FORAFRICGLOBAL PLC

Acting<br> by	)
	)	Director
	)
	)
	)
In<br> the presence of:	)
	)	Witness<br> Name:
	)	Address:
	)	Profession:

Exhibit A

Non-U.S.Person Representations

The Subscriber indicating that it is not a U.S. person, severally and not jointly, further represents and warrants to the Company as follows:

1.	At<br> the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity, of the Shares, such person<br> or entity was outside the United States.
2.	Such<br> person or entity is acquiring the Shares for such Shareholder’s own account, for investment and not for distribution or resale<br> to others and is not purchasing the Shares for the account or benefit of any U.S. person, or with a view towards distribution to<br> any U.S. person, in violation of the registration requirements of the Securities Act.
3.	Such<br> person or entity will make all subsequent offers and sales of the Shares either (x) outside of the United States in compliance with<br> Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration<br> under the Securities Act. Specifically, such person or entity will not resell the Shares to any U.S. person or within the United<br> States prior to the expiration of a period commencing on the date of the Closing (the “Closing Date”) and ending<br> on the date that is one year thereafter (the “Distribution Compliance Period”), except pursuant to registration<br> under the Securities Act or an exemption from registration under the Securities Act.
4.	Such<br> person or entity has no present plan or intention to sell the Shares in the United States or to a U.S. person at any predetermined<br> time, has made no predetermined arrangements to sell the Shares and is not acting as a Distributor of such securities.
5.	Neither<br> such person or entity, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention<br> of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect<br> to the Shares at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities<br> Act.
6.	Such<br> person or entity consents to the placement of a legend on any certificate or other document evidencing the Shares substantially in<br> the following form:
THESE<br> SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,<br> AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REDISTRICTIREMENTS<br> OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED<br> OF IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL<br> HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS NOT REDISTRICTIRED. FURTHER,<br> HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
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7.	Such<br> person or entity is not acquiring the Shares in a transaction (or an element of a series of transactions) that is part of any plan<br> or scheme to evade the registration provisions of the Securities Act.
8.	Such<br> person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able<br> to protect such person’s or entity’s interests in connection with the transactions contemplated by this Agreement.
9.	Such<br> person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors<br> concerning its investment in the Shares.
10.	Such<br> person or entity understands the various risks of an investment in the Shares and can afford to bear such risks for an indefinite<br> period of time, including, without limitation, the risk of losing its entire investment in the Shares.
11.	Such<br> person or entity has read the Agreement to which this Representation is attached and the Memorandum and has been furnished during<br> the course of the transactions contemplated by this Agreement with all other information regarding the Company that such person or<br> entity has requested and all such information is sufficient for such person or entity to evaluate the risks of investing in the Shares.
12.	Such<br> person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms and<br> conditions of the issuance of the Shares.
13.	Such<br> person or entity is not relying on any representations and warranties concerning the Company made by the Company or any officer,<br> employee or agent of the Company, other than those contained in this Agreement or the Memorandum.
14.	Such<br> person or entity will not sell or otherwise transfer the Shares unless either (A) the transfer of such securities is registered under<br> the Securities Act or (B) an exemption from registration of such securities is available.
15.	Such<br> person or entity represents that the address furnished on its signature page to this Agreement is the principal residence if he is<br> an individual or its principal business address if it is a corporation or other entity.
16.	Such<br> person or entity understands and acknowledges that the Shares have not been recommended by any federal or state securities commission<br> or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information<br> concerning the Company that has been supplied to such person or entity and that any representation to the contrary is a criminal<br> offense.

Exhibit10.2

WARRANTAGREEMENT

THIS WARRANT AGREEMENT, dated as of September 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Forafric Global PLC (the “Company”), and Lighthouse Capital Limited (the “Subscriber”).

WHEREAS, the Company has determined to create and issue warrants (“Warrants”) to subscribe for 516,666 ordinary shares of $0.001 each in the capital of the Company (each a “Share”). Each Warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Subscriber has agreed to subscriber for 516,666 Warrants, each Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share (“Exercise Price”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

Section1. Authorisation, Subscription; Terms of the Warrants.

A. Authorisation of the Warrants. The Company has duly authorised the issuance of the Warrants to the Subscriber.

B. Subscription for Warrants. The Company shall issue to the Subscriber, and the Subscriber shall subscribe for 516,666 Warrants.

C. Terms of the Warrants.

(i)	The<br> Warrants shall be issued to the Subscriber on the date of this Agreement.
(ii)	The<br> Warrants shall be issued subject to the conditions of this Agreement which are binding on the Company and the Subscriber.
(iii)	The<br> Warrants shall confer the right (but not the obligation) on the Subscriber for 5 years to subscribe in cash at the Exercise Price<br> for 516,666 Shares.

Section2. Representations and Warranties of the Company. As a material inducement to the Subscriber to enter into this Agreement and subscribe for the Warrants, the Company hereby represents and warrants to the Subscriber that:

A. Organisation and Corporate Power. The Company is a corporation duly organised, validly existing and in good standing under the laws of Gibraltar and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.

B. Authorisation; No Breach.

(i) The execution, delivery and performance of this Agreement and the Warrants have been duly authorised and approved by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of Warrants in accordance with, and pursuant to, the terms of this Agreement, the Warrants constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

(ii) The execution and delivery by the Company of this Agreement, the issuance of the Warrants, the issuance of the Shares upon exercise of the Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorisation, consent, approval, exemption, action, notice, declaration or filing, in each case, by or to any court or administrative or governmental body or agency pursuant to the certificate of incorporation or the articles of association of the Company, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.

C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrants will be duly and validly issued and the Shares issuable upon exercise of the Warrants will be duly and validly issued, fully paid and nonassessable. The Shares issuable upon exercise of the Warrants have been reserved for issuance. The Subscriber will have good title to the Warrants and the Shares issuable upon exercise of such Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions, and (iii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

D. Governmental Consents. No permit, consent, approval or authorisation of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

Section3. Representations and Warranties of the Subscriber. As a material inducement to the Company to enter into this Agreement and issue the Warrants to the Subscriber, the Subscriber hereby, severally and not jointly, represents and warrants to the Company that:

A. Organisation and Requisite Authority. The Subscriber possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

B. Authorisation; No Breach.

(i) This Agreement constitutes a valid and binding obligation of the Subscriber, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganisation, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

(ii) The execution and delivery by the Subscriber of this Agreement and the fulfillment of and compliance with the terms hereof by the Subscriber does not conflict with or result in a breach by the Subscriber of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Subscriber is subject that would materially impact its ability to perform its obligations hereunder.

Section4. Miscellaneous.

A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior written consent of the other party hereto, other than assignments by the Subscriber to its designees or affiliates (including, without limitation, one or more of its members).

B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of Gibraltar and for all purposes shall be construed in accordance with the internal laws of Gibraltar.

F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

[Signature Page Follows]

The parties hereto have executed this Agreement to be effective as of the date first set forth above.

Foraric<br> Global PLC
Lighthouse<br> Capital Limited