EX-99.2 6 ex99-2.htm

 

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On June 9, 2022 (“Closing Date”), Globis consummated the previously announced business combination pursuant to a securities purchase agreement, dated December 19, 2021 (as amended, modified or waived from time to time, the “Business Combination Agreement”) which provides for the Business Combination (as defined below) between Globis and Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (“FAHL”).

 

In accordance with the Business Combination Agreement, the consummation of the following series of separate transactions took place (collectively, the “Business Combination”): (i) Globis formed a new holding company, Globis NV Merger Corp., a Nevada corporation (“Globis Nevada”), which changed its jurisdiction of incorporation by transferring by way of a redomiciliation and domesticating as a Gibraltar private limited company known as “Forafric Global Limited” (the “Redomiciliation”) and, following the Redomiciliation, altered its authorized and issued share capital and thereafter re-registered as a Gibraltar public company limited by shares and changed its name to “Forafric Global PLC” (referred to herein as “New Forafric”); (ii) New Forafric formed a new wholly-owned subsidiary, Globis NV Merger 2 Corp., a Nevada corporation (“Merger Sub”); (iii) Globis merged with and into Merger Sub, with Merger Sub surviving (the “Merger”); (iv) an agent was appointed to act on behalf of Globis stockholders such that, subject to and immediately following the completion of the Merger, the agent entered into a contribution and subscription agreement with New Forafric (the “Contribution Agreement”) pursuant to which the issued and outstanding shares of common stock of Merger Sub issued pursuant to the Merger were exchanged (the “Exchange”), on a one-for-one basis, for ordinary shares, nominal value $0.001 per share, of New Forafric (the “Ordinary Shares”); and (v) New Forafric acquired 100% of the equity interests in FAHL from Lighthouse Capital Limited (“Seller”) and FAHL became a direct subsidiary of New Forafric.

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and presents the combination of the historical financial information of Globis and FAHL adjusted to give effect to the Business Combination, the PIPE Investment, the Forward Puchase Agreements and the purchase of the Convertible Bonds.

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2022 combines the unaudited historical consolidated balance sheet of Globis as of March 31, 2022 with the unaudited historical consolidated balance sheet of FAHL as of March 31, 2022, giving effect to the Business Combination, the PIPE Investment, the Forward Purchase Agreements and the purchase of the Convertible Bonds, as if each had been consummated as of that date.

 

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 combines the unaudited historical consolidated statement of operations of Globis for the three months ended March 31, 2022 with the unaudited historical consolidated statement of operations of FAHL for the three months ended March 31, 2022, giving effect to the Business Combination, the PIPE Investment, the Forward Purchase Agreements and the purchase of the Convertible Bonds, as if each had been consummated as of January 1, 2021, the earliest period presented.

 

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 combines the audited historical statement of operations of Globis for the year ended December 31, 2021 with the audited historical consolidated statement of operations of FAHL for the year ended December 31, 2021, giving effect to the Business Combination, the PIPE Investment, the Forward Purchase Agreements and the purchase of the Convertible Bonds, as if each had been consummated as of January 1, 2021, the earliest period presented.

 

The historical financial information has been adjusted to give pro forma effect to events that relate to material financing transactions consummated after March 31, 2022 and pro forma adjustments that are directly attributable to the Business Combination, the PIPE Investment, the Forward Purchase Agreements and the purchase of the Convertible Bonds. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination, the PIPE Investment, the Forward Purchase Agreements and the purchase of the Convertible Bonds.

 

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Globis and FAHL have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. This information should be read together with the following:

 

  the historical unaudited consolidated financial statements of Globis as of and for the three months ended March 31, 2022 and 2021;
     
  the historical audited financial statements of Globis as of and for the year ended December 31, 2021;
     
  the historical unaudited consolidated financial statements of FAHL as of and for the three months ended March 31, 2022 and 2021;
     
  the historical audited consolidated financial statements of FAHL as of and for the years ended December 31, 2021 and December 31, 2020;
     
  the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Globis,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FAHL” and other financial information included elsewhere in this Current Report on Form 8-K; and
     
  other information relating to Globis and FAHL included in this Current Report on Form 8-K, including the Business Combination Agreement.

 

Description of the Business Combination

 

As a result of the Business Combination, the Seller received (i) 17,004,762 Ordinary Shares and (b) will be paid the principal sum of $20,000,000 together with interest on the outstanding amount from the Closing Date up to the date of payment (computed on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days) accrued but unpaid thereon at the fixed per annum rate of 8%. The payment shall be made on the first anniversary of the Closing Date.

 

 
 

 

In addition to the foregoing consideration, the Seller shall be entitled to receive, as additional consideration, and without any action on behalf of the Company or the Company’s stockholders, additional Ordinary Shares (the “Earnout Shares”), to be issued as follows during the period from and after the Closing until the end of calendar year 2024 (A) 500,000 Earnout Shares, if, during calendar year 2022, Adjusted EBITDA (as defined in the Business Combination Agreement) of the Company is equal to or greater than $27 million, (B) 500,000 Earnout Shares, if, during calendar year 2023, Adjusted EBITDA of New Forafric is equal to or greater than $33 million, and (C) 1,000,000 Earnout Shares, if, during calendar year 2024, the Buyer Trading Price (as defined in the Business Combination Agreement) during the standard market trading hours of a trading day is greater than or equal to $16.50 for any 20 trading days within any period of 30 consecutive trading days.

 

On June 9, 2022, substantially with the Closing, the sale of a number of ordinary shares of New Forafric at a purchase price of $10.50 per shares (the “the PIPE Shares”) was consummated, pursuant to which an accredited investor (the “PIPE Investor”) purchased an aggregate of 1,320,195 Ordinary Shares of New Forafric for total gross proceeds to New Forafric of approximately $13.9 million.

 

In connection with the Business Combination, between December 31, 2021 and January 3, 2022, investors (each a “Bond Investor”) subscribed for convertible bonds of FAHL, as issuer, in an aggregate principal amount of $11.5 million (the “FAHL Bonds”) in a private placement, issued pursuant to a Bond Subscription Deed (the “Bond Subscription Deed”), among FAHL, the Seller and the Bond Investors. Unless earlier converted or redeemed in accordance with the terms of the FAHL Bonds, the FAHL Bonds were to mature and be redeemed on June 15, 2026. Interest accrued on the FAHL Bonds at a rate of 6% per annum and the Bond Investors were entitled to certain customary information rights. Pursuant to the current terms of the FAHL Bonds, upon consummation of the Business Combination, the FAHL Bonds were novated to New Forafric and automatically converted into 1,248,426 Ordinary Shares of New Forafric (the “Bond Shares”) at a price per share of $9.45, which was a 10% discount to the PIPE Investment. The number of Ordinary Shares was equal to the quotient that results from dividing the aggregate principal amount of the respective FAHL Bond plus accrued but unpaid interest thereon by $9.45, subject to certain adjustments. The Bond Investors include affiliates Up and Up Capital, LLC and Globis SPAC LLC, the sponsors of Globis, who subscribed for an aggregate principal amount of $9 million of the FAHL Bonds, which converted into 977,659 Ordinary Shares of New Forafric.

 

Anticipated Accounting Treatment

 

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Globis will be treated as the “acquired” company for accounting purposes and FAHL will be treated as the accounting acquirer. Accordingly, the Business Combination will be treated as the equivalent of FAHL issuing shares at the closing of the Business Combination for the net assets of Globis as of the closing date, accompanied by a recapitalization. The net assets of Globis will be stated at historical cost, with no goodwill or other intangible assets recorded.

 

FAHL has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

  FAHL’s stockholders will have the largest voting interest in New Forafric under both the no redemption and maximum redemption scenarios;
     
  The board of directors of the post-combination company has seven members, and FAHL stockholders have the ability to nominate at least the majority of the members of the board of directors;
     
  FAHL’s senior management is the senior management of the post-combination company;
     
  The business of FAHL will comprise the ongoing operations of New Forafric; and
     
  FAHL is the larger entity, in terms of substantive operations and employee base.

 

Basis of Pro Forma Presentation

 

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are the following:

 

  An aggregate of 17,004,762 combined company shares issued to the Seller; the PIPE Investment of $13.9 million in proceeds for the sale of 1,320,195 PIPE Shares to PIPE Investor and 1,248,426 shares issued upon the conversion of the FAHL Bonds upon the consummation of the Business Combination.
     
  The Earnout Shares have not been included, as these have been deemed financial instruments to be issued upon the occurrence of contingent earn out provisions. The Earnout Shares will be 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.

 

The following presents the calculation of basic and diluted weighted average shares outstanding. The computation of diluted loss per share excludes the effect of (1) 2,000,000 Earnout Shares and (2) warrants to purchase 15,789,722 shares to be issued because the inclusion of any of these securities would be anti-dilutive.

 

Weighted average shares calculation, basic and diluted    
Globis public shares   1,887,464 
Globis Sponsor and director shares   3,148,333 
Globis underwriter shares   402,500 
PIPE Investor   1,320,195 
Bond Investors   1,248,426 
Conversion of Related Party Loans   1,445,164 
Combined company shares issued in Business Combination   17,004,762 
Weighted average shares outstanding   26,456,844 

 

 
 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2022

(in thousands)

 

   (A)   (B)   Transaction       
   FAHL   Globis   Accounting     Pro Forma 
   (Historical)   (Historical)   Adjustments     Combined 
Assets                      
Current assets:                      
Cash and cash equivalents  $21,081   $-   $118,467  (1)  $29,561 
              (99,009) (2)     
              13,862  (3)     
              (4,313) (4)     
              460  (8)     
              (4,787) (9)     
              (16,200) (10)     
Restricted cash             16,200  (10)   16,200 
Accounts receivable, net   38,882    -    -      38,882 
Amounts due from related party   898    -    -      898 
Other receivables   33,378    -    -      33,378 
Inventories   24,210    -    -      24,210 
Prepaid expenses and other current assets   24    82    450  (4)   556 
Total Current Assets   118,473    82    25,130      143,685 
                       
Property, plant and equipment   105,236    -    -      105,236 
Right-of-use assets    15,390     -    -       15,390  
Goodwill   49,580    -    -      49,580 
Intangible assets, net   3,812    -    -      3,812 
Other assets, noncurrent   1,171    -    -      1,171 
Marketable securities held in Trust Account   -    118,467    (118,467) (1)   - 
                       
Total Assets  $293,662   $118,549   $(93,337)    $318,874 
                       
Liabilities and Stockholders’ Equity                      
Current Liabilities                      
Accounts payable and accrued expenses  $42,825   $1,379   $(50) (4)  $63,856 
         -    20,000  (5)     
         -    (298) (6)     
Lines of credit - working capital   59,507    -    -      59,507 
Lines of credit - wheat inventories   81,344    -    -      81,344 
Contract liabilities   1,705    -    -      1,705 
Current portion of long-term debt   9,653    -           9,653 
Promissory note - related party   -    4,327    460  (8)   - 
              (4,787) (9)     
Derivative liability     -     -       3,320   (10)     3,320  
Other liabilities   1,601    -    -      1,601 
Total current liabilities   196,635    5,706     18,645        220,986  
                       
Long-term debt   21,291    -    (11,500) (6)   9,791 
Loan from related party   1,210    -    -      1,210 
Stockholder loan   15,169    -    (15,169) (7)   - 
Deferred tax liabilities   18,032    -    -      18,032 
Total Liabilities   252,337    5,706    (8,024)     250,019 
                       
Common stock subject to possible redemption   -    118,450    (118,450) (2)   - 
                       
Stockholders’ Equity                      
Common stock   120,000    -    2  (2)    26  
              1  (3)     
              (120,000) (5)     
              21  (5)     
              1  (6)     
    -    -    1  (7)     
Additional paid in capital             19,439  (2)     
    -    -    13,861  (3)   151,317 
              94,372  (5)     
              11,797  (6)     
              15,168  (7)     
              (3,320) (10)     
Accumulated other comprehensive income   1,012    -    -       1,012  
Accumulated deficit   (87,002)   (5,607)   (3,813) (4)   (90,815)
              5,607  (5)     
Non-controlling interest   7,315    -    -      7,315 
Total Stockholders’ Equity   41,325    (5,607)   33,137       68,855  
Total Liabilities and Stockholders’ Equity  $293,662   $118,549   $(93,337)    $318,874 

 

 
 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2022

(in thousands, except share and per share data)

 

   (A)   (B)   Transaction        
   FAHL   Globis   Accounting      Pro Forma 
   (Historical)   (Historical)   Adjustments      Combined 
Revenue  $89,071   $-   $-      $89,071 
Cost of sales   79,562    -    -       79,562 
Gross profit   9,509    -    -       9,509 
                        
Selling, general and administrative expenses   8,900    1,066    -   (1)   9,966 
Total operating expenses   8,900    1,066    -       9,966 
Operating income (loss)   609    (1,066)   -       (457)
                        
Interest income        -    -         
Interest expense   (2,580)        -       (2,580)
Foreign exchange loss   (538)   -    -       (538)
Interest earned on marketable securities held in Trust Account   -    10    (10)  (2)   - 
Loss before taxes   (2,509)   (1,056)   (10)      (3,575)
Income tax expense   (970)   -    -   (3)   (970)
Net loss  $(3,479)  $(1,056)  $(10)     $(4,545)
Net income attributable to noncontrolling interest   (27)   -    -       (27)
Net loss attributable to the company  $(3,452)  $(1,056)  $(10)     $(4,518)
                        
Weighted average shares outstanding, basic and diluted   -    15,050,833    11,406,011   (4)   26,456,844 
Basic and diluted net loss per share  $-   $(0.07)          $(0.17)

 

 
 

 


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2021

(in thousands, except share and per share data)

 

    (C)     (D)     Transaction            
    FAHL     Globis     Accounting         Pro Forma  
    (Historical)     (Historical)     Adjustments         Combined  
Revenue   $ 261,679     $ -     $ -         $ 261,679  
Cost of sales     219,311       -       -           219,311  
Gross profit     42,368       -       -           42,368  
                                     
Selling, general and administrative expenses     38,982       2,679       3,813     (1)     45,474  
Total operating expenses     38,982       2,679       3,813           45,474  
Operating income (loss)     3,386       (2,679 )     (3,813 )         (3,106 )
                                     
Interest income     543       -       -           543  
Interest expense     (10,362 )             -           (10,362 )
Foreign exchange loss     (1,440 )     -       -           (1,440 )
Interest earned on marketable securities held in Trust Account     -       8       (8 )   (2)     -  
Loss before taxes     (7,873 )     (2,671 )     (3,821 )         (14,365 )
Income tax expense     89       -       -     (3)     89  
Net loss   $ (7,784 )   $ (2,671 )   $ (3,821 )       $ (14,276 )
Net income attributable to noncontrolling interest     198       -       -           198  
Net loss attributable to the company   $ (7,982 )   $ (2,671 )   $ (3,821 )       $ (14,474 )
                                     
Weighted average shares outstanding, basic and diluted     -       15,050,833       11,406,011     (4)     26,456,844  
Basic and diluted net loss per share   $ -     $ (0.18 )               $ (0.54 )

 

 
 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The unaudited pro forma condensed combined financial information has been adjusted to give effect to transaction accounting adjustments related to the Business Combination linking the effects of the Business Combination to the historical financial information.

 

The Business Combination will be accounted for as a reverse recapitalization in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations. Globis has been determined to be the accounting acquirer under both the no redemption and the maximum redemption scenarios. Under the reverse recapitalization model, the Business Combination will be treated as FAHL issuing equity for the net assets of Globis, with no goodwill or intangible assets recorded.

 

The pro forma adjustments have been prepared as if the Business Combination had been consummated on March 31, 2022, in the case of the unaudited pro forma condensed combined balance sheet, and on January 1, 2021, the beginning of the earliest period presented, in the case of the unaudited pro forma condensed combined statements of operations.

 

The pro forma combined balance sheet as of March 31, 2022 has been prepared using the following:

 

  FAHL’s historical unaudited consolidated balance sheet as of March 31, 2022, included as an Exhibit in this Form 8-K.
  Globis’ historical unaudited consolidated balance sheet as of March 31, 2022, included in Globis’ Quarterly Report on Form 10-Q filed on May 15, 2022.

 

The pro forma combined statement of operations for the three months ended March 31, 2022 has been prepared using the following:

 

  FAHL’s historical unaudited consolidated statement of operations for the three months ended March 31, 2022 and 2021, included as an Exhibit in this Form 8-K.
  Globis’ historical unaudited consolidated statement of operations for the three months ended March 31, 2022 and 2021, included in Globis’ Quarterly Report on Form 10-Q filed on May 15, 2022.

 

The pro forma combined statement of operations for the year ended December 31, 2021 has been prepared using the following:

 

  FAHL’s historical consolidated statement of operations for the year ended December 31, 2021 and 2020, included in Globis’proxy statement/prospectus filed on May 12, 2022.
  Globis’ historical statement of operations for the year ended December 31, 2021, included in Globis’proxy statement/prospectus filed on May 12, 2022.

 

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of New Forafric after giving effect to the Business Combination. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

 

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

 

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of FAHL and Globis.

 

 
 

 

Unaudited Condensed Combined Pro Forma Adjustments to the Balance Sheet

(in thousands, except share and per share data)

 

2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2022

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

 

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2022 are as follows:

 

(A) Derived from the unaudited consolidated balance sheet of FAHL as of March 31, 2022.
(B) Derived from the unaudited consolidated balance sheet of Globis as of March 31, 2022.

 

(1) To reflect the release of cash from marketable securities held in the Trust Account.
   
(2) To reflect (a) the redemption of 9,612,536 shares of common stock for cash payment of $99.0 million and (b) the reclassification of 1,887,464 shares of common stock subject to redemption to permanent equity for stockholders who did not exercise their redemption rights.
   
(3) To reflect proceeds received of $13.9 million from the PIPE Investor in exchange for the issuance of 1,320,195 PIPE Shares at a price of $10.50 per share. The PIPE Shares represent 5% of all issued and outstanding ordinary shares.
   
(4) To reflect the payment of an aggregate of $4.3 million of legal, financial advisory and other professional fees related to the Business Combination, the prepayment of $0.45 million of directors and officers’ insurance premium and the payment of $0.05 million of accounts payable and accrued expenses. The direct, incremental costs of the Business Combination related to the legal, financial advisory, accounting and other professional fees of approximately $3.8 million is reflected as an adjustment to accumulated deficit.
   
(5) To reflect the recapitalization of FAHL through (a) the contribution of all the share capital in FAHL to New Forafric ordinary shares (b) the issuance of 17,004,762 New Forafric shares, (c) the elimination of the historical accumulated deficit of Globis of $5.6 million, the legal acquiree, (d) the obligation to pay the Seller a cash payment of $20.0 million.
   
(6) Reflects the conversion of the $11.5 million in FAHL Bonds, along with accrued interest of $0.3 million, into 1,248,426 ordinary shares of New Forafric at $9.45 per share.
   
(7) Reflects the conversion of the $15.2 million in FAHL stockholder loans into 1,445,164 ordinary shares of New Forafric at $10.50 per share.
   
(8) Reflects the additional funds received under the promissory note from related parties in the aggregate amount of $0.46 million.  
   
(9) Reflects the repayment of the promissory note due to related parties in the aggregate amount of $4.8 million.  
   
(10) Reflects the establishment of an escrow account ($16.2 million) and a derivative liability ($3.3 million) for New Forafric’s contingent obligation to purchase 1,500,000 Ordinay Shares at $10.80 from certain shareholders, if those shares are not sold in the open market during the three-month period from the close of the Business Combination.  

 

 
 

 

Unaudited Condensed Combined Pro Forma Adjustments to the Statements of Operations

(in thousands, except share and per share data)

 

3. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the Three and Twelve Months Ended March 31, 2022 and December 31, 2021

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined statements of operations for the three and twelve months ended March 31, 2022 and December 31, 2021 are as follows:

 

(A) Derived from the unaudited consolidated statement of operations of FAHL for the three months ended March 31, 2022.
   
 (B) Derived from the unaudited consolidated statement of operations of Globis for the three months ended March 31, 2022.
   
(C) Derived from the audited consolidated statement of operations of FAHL for the year ended December 31, 2021.
   
(D) Derived from the audited statement of operations of Globis for the twelve months ended December 31, 2021.
   
(1) Represents an adjustment to eliminate the effect of the pro forma balance sheet adjustment presented in Entry #2(4) above in the aggregate amount of $3.8 million for the direct, incremental costs of the Business Combination, assuming those adjustments were made as of the beginning of the fiscal year presented.
   
(2) Represents an adjustment to eliminate interest income on marketable securities held in the trust account as of the beginning of the period.
   
(3) Although the blended statutory rate for the redomesticated entity post business combination would be 21%, the consolidated combined pro forma information under both scenarios results in a net loss for tax purposes. As such, a full valuation allowance has been applied resulting in no adjustment.
   
(4) The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that Globis’ initial public offering occurred as of the beginning of the earliest period presented. In addition, as the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed for the entire period.
   
4. Net Loss per Share

 

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2021. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

 

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of Globis’ public shares:

 

Three Months Ended March 31, 2022    
     
Net loss  $(4,518)
Weighted average shares outstanding – basic and diluted   26,456,844 
Basic and diluted net loss per share  $(0.17)
      
Year Ended December 31, 2021     
      
Net loss  $(14,276)
Weighted average shares outstanding – basic and diluted   26,456,844 
Basic and diluted net loss per share  $(0.54)

 

Weighted average shares calculations, basic and diluted    
     
Globis public shares   1,887,464 
Globis initial stockholders’   3,148,333 
Globis underwriters   402,500 
PIPE Investor   1,320,195 
Bond Investors   1,248,426 
Conversion of Related Party Loans   1,445,164 
FAHL stockholders   17,004,762 
Weighted average shares outstanding – basic and diluted   26,456,844