{"url_path":"/sec/afriw/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","accession_number":"0001493152-26-023781","cik":"0001903870","ticker":"AFRI","issuer_name":"Forafric Global PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","primary_entity_key":"0001903870","primary_entity_name":"Forafric Global PLC"},"word_count":5288,"has_tables":true,"body_markdown":"**Item\n10. ADDITIONAL INFORMATION**\n\n \n\nA.\nShare Capital\n\n \n\nNot\napplicable.\n\n \n\nB.\nMemorandum and Articles of Association\n\n \n\nCopies\nof our Memorandum and Articles of Association are attached as Exhibit 1.1 to this Annual Report. Other than as disclosed below, the information\ncalled for by this Item is set forth in Exhibit 2.2 to this Annual Report and is incorporated by reference into this Annual Report.\n\n \n\nC.\nMaterial Contracts\n\n \n\nExcept\nas set forth below, we have not entered into any material contracts other than in the ordinary course of business and other than those\ndescribed in “*Item 4. Information on the Company – A. History and Development of the Company*,”\n“*Item 5.B. Operating and Financial Review and Prospects-Liquidity and Capital Resources*,” “*Item 7. Major\nShareholders and Related Party Transactions – B. Related Party Transactions*,” or elsewhere in this annual report.\n\n \n\nD.\nExchange Controls\n\n \n\nThere\nare currently no currency control restrictions on remittances of dividends on ordinary shares, proceeds from the sale of the shares or\ninterest or other payments to non-residents of Gibraltar.\n\n \n\n- 45 -\n\n \n\n \n\nE.\nTaxation\n\n \n\n**CERTAIN\nMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS**\n\n \n\nThe\nfollowing is a discussion of the material U.S. federal income tax consequences of the ownership and disposition of our ordinary\nshares and warrants by U.S. Holders (as defined below). This discussion applies only to our ordinary shares and warrants, as the\ncase may be, that are held by U.S. Holders as “capital assets” within the meaning of Section 1221 of the U.S. Internal\nRevenue Code of 1986, as amended (the “Code”) (generally, property held for investment).\n\n \n\nThe\nfollowing does not purport to be a complete discussion of all potential tax effects arising in connection with the ownership and disposition\nof our ordinary shares and warrants. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable\nstate, local, or non-U.S. tax laws are not analyzed. This discussion is based on the Code, Treasury regulations promulgated thereunder,\njudicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”),\nin each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change\nor differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences analyzed below.\nThe Company has not sought and will not seek any rulings from the IRS regarding the matters analyzed below. There can be no assurance\nthe IRS will not take, or a court will not sustain, a contrary position regarding the tax consequences analyzed below.\n\n \n\nThis\ndiscussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the\nimpact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences\nrelevant to holders subject to special rules, including, without limitation:\n\n \n\n \n●\nbanks,\ninsurance companies, and certain other financial institutions;\n\n \n \n \n\n \n●\nregulated\ninvestment companies and real estate investment trusts;\n\n \n \n \n\n \n●\nbrokers,\ndealers, or traders in securities;\n\n \n \n \n\n \n●\ntraders\nin securities that elect to mark to market;\n\n \n \n \n\n \n●\ntax-exempt\norganizations or governmental organizations;\n\n \n \n \n\n \n●\nU.S.\nexpatriates and former citizens or long-term residents of the U.S.;\n\n \n \n \n\n \n●\npersons\nholding the ordinary shares and/or warrants, as the case may be, as part of a hedge, straddle, constructive sale,\nor other risk reduction strategy or as part of a conversion transaction or other integrated or similar transaction;\n\n \n \n \n\n \n●\npersons\nsubject to special tax accounting rules as a result of any item of gross income with respect to the ordinary shares and/or\nwarrants, as the case may be, being taken into account in an applicable financial statement;\n\n \n \n \n\n \n●\npersons\nthat actually or constructively own 5% or more (by vote or value) of the outstanding ordinary shares;\n\n \n \n \n\n \n●\nfounders,\nsponsors, officers or directors of the Company or holders of Private Placement Warrants;\n\n \n \n \n\n \n●\n“controlled\nforeign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid\nU.S. federal income tax (and their shareholders);\n\n \n \n \n\n \n●\nS\ncorporations, partnerships, or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal\nincome tax purposes (and investors therein);\n\n \n \n \n\n \n●\nU.S.\nHolders having a functional currency other than the U.S. dollar;\n\n \n\n- 46 -\n\n \n\n \n\n \n●\npersons\nwho hold or received the ordinary shares and/or warrants, as the case may be, pursuant to the exercise of any\nemployee stock option or otherwise as compensation; and\n\n \n \n \n\n \n●\ntax-qualified\nretirement plans.\n\n \n\nIf\nan entity or arrangement treated as a partnership for U.S. federal income tax purposes held or holds the ordinary shares and/or\nwarrants, the tax treatment of an owner of such entity will depend on the status of the owner or participant in the arrangement,\nthe activities of the entity or arrangement, and certain determinations made at the owner or participant level. Accordingly, entities\nor arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their\ntax advisors regarding the U.S. federal income tax consequences to them.\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is any beneficial owner of the ordinary shares\nand/or warrants, as the case may be, that is for U.S. federal income tax purposes:\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the U.S.;\n\n \n \n \n\n \n●\na\ncorporation (or other entity taxable as a corporation) created or organized in, or under the laws of, the U.S., any state thereof,\nor the District of Columbia;\n\n \n \n \n\n \n●\nan\nestate, the income of which is subject to U.S. federal income tax regardless of its source; or\n\n \n \n \n\n \n●\na\ntrust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons”\n(within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person\nfor U.S. federal income tax purposes.\n\n \n\n**U.S.\nFederal Income Tax Treatment of the Company**\n\n \n\n**Tax\nResidence of the Company for U.S. Federal Income Tax Purposes.**\n\n \n\nAlthough as discussed below, such treatment\nis not expected, the IRS may assert that the Company should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant\nto Section 7874 of the Code.\n\n \n\n- 47 -\n\n \n\n \n\nUnder Code Section 7874, a corporation created or organized outside of the\nU.S. (i.e., a foreign corporation) will be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, a U.S.\ntax resident and subject to U.S. federal income tax on its worldwide income) when (i) the foreign corporation directly or indirectly acquires\nsubstantially all of the assets held directly or indirectly by a U.S. corporation, (ii) after the acquisition, the shareholders of the\nacquired U.S. corporation hold, by vote or value shares of the foreign acquiring corporation after the acquisition by reason of holding\nshares in the U.S. acquired corporation (the “Section 7874 Percentage”) amounting to at least 80%, and (iii) after the acquisition,\nthe foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s\ncountry of creation or organization relative to such expanded affiliated group’s worldwide activities (the “Substantial Business\nActivities Exception”). The Section 7874 Regulations further provide for a number of special rules that aggregate multiple acquisitions\nof U.S. corporations for purposes of Code Section 7874 that are made as part of a plan or made over a 36-month period, making it more\nlikely that Code Section 7874 will apply to a foreign acquiring corporation.\n\n \n\nAlthough the Company is incorporated and tax resident in Gibraltar, the\nCompany acquired substantially all of the assets of Globis through the Business Combination. As a result, Section 7874 of the Code may\napply to cause the Company to be treated as a U.S. corporation for U.S. federal income tax purposes following the Business Combination\ndepending on whether the Section 7874 Percentage equals or exceeds 80%, subject to the applicability of the Substantial Business Activities\nException.\n\n \n\nBased\nupon the terms of the Business Combination, the rules for determining share ownership under Code Section 7874 and the Section 7874 Regulations,\nand certain factual assumptions, the Section 7874 Percentage of Globis stockholders in the Company should be less than 80% after the\nBusiness Combination. Accordingly, the Company is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes\nunder Section 7874 of the Code.\n\n \n\nHowever, the calculation of the Section 7874 Percentage is complex, is governed by detailed regulations (the application\nof which is uncertain in various respects and could be impacted by changes in U.S. tax laws and regulations with possible retroactive\neffect), and is subject to certain factual uncertainties. Moreover, former holders of Globis Common Stock may be deemed to own an amount\nof the ordinary shares in respect to certain redemptions by former holders of Globis Common Stock prior to the Business Combination\nfor purposes of determining the ownership percentage of former holders of Globis Common Stock under Section 7874 of the Code. Accordingly,\nthere can be no assurance that the IRS will not challenge the status of the Company as a foreign corporation under Code Section 7874\nor that such challenge would not be sustained by a court.\n\n \n\nIf\nthe IRS were to successfully challenge under Code Section 7874 the Company’s status as a foreign corporation for U.S. federal\nincome tax purposes, the Company and certain Company shareholders could be subject to significant adverse tax consequences,\nincluding a higher effective corporate income tax rate on the Company and future withholding taxes on certain distributions to the\nCompany shareholders. In particular, holders of the ordinary shares and/or warrants would be treated as holders of stock and\nwarrants of a U.S. corporation.\n\n \n\nThe\nremainder of this discussion assumes that the Company will not be treated as a U.S. corporation for U.S. federal income tax purposes under\nSection 7874 of the Code.\n\n \n\n- 48 -\n\n \n\n \n\n**Utilization\nof Globis’ Tax Attributes and Certain Other Adverse Tax Consequences to the Company and the Company’s Shareholders.**\n\n \n\nFollowing\nthe acquisition of a U.S. corporation by a foreign corporation, Code Section 7874 can, in certain circumstances, limit the ability of the acquired U.S. corporation\nand its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income, and result in certain other adverse tax consequences. These rules generally apply where, among other requirements,\nthe Section 7874 Percentage is at least 60% (by either vote or value).\n\n \n\nBased\nupon the terms of the Business Combination, the rules for determining share ownership under Section 7874 and the applicable treasury regulations, and certain\nfactual assumptions, the Section 7874 Percentage is expected to be less than 60% after the Business Combination. Accordingly, the\nlimitations and other rules described in this section are not expected to apply to the Company or Globis after the Business\nCombination.\n\n \n\nIf,\nhowever, the Section 7874 Percentage were determined to be at least 60% but less than 80%, the Company and certain of its\nshareholders could be subject to adverse tax consequences including, notably, the disqualification of dividends paid by the Company\nfrom preferential “qualified dividend income” rates for certain non-corporate U.S. Holders (including\nindividuals).\n\n \n\nThe\ndetermination that the Section 7874 Percentage should be less than 60% after the Business Combination is subject to detailed\nregulations (the application of which is uncertain in various respects and could be impacted by future changes in law, potentially\nwith retroactive effect) and certain factual uncertainties. There can be no assurance that the IRS will not challenge\nthe Company’s position or that such a challenge would not be sustained by a court.\n\n \n\n**U.S.\nFederal Income Tax Consequences of the Ownership and Disposition of the Ordinary Shares.**\n\n \n\n*Distributions\non the Ordinary Shares*\n\n \n\nSubject\nto the discussion below under “— *Passive Foreign Investment Company Rules*,” if the Company makes\ndistributions of cash or property on the ordinary shares, such distributions will be treated first as a dividend to the extent of\nthe Company’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a\ntax-free return of capital to the extent of the U.S. Holder’s tax basis, with any excess treated as gain from the sale or\nexchange of the shares. The amount of any such distribution will include any amounts withheld by the Company (or another applicable\nwithholding agent). If the Company does not provide calculations of its earnings and profits under U.S. federal income tax\nprinciples, a U.S. Holder should expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any\ndividend paid by the Company will not be eligible for the dividends received deduction allowed to corporations in respect of\ndividends received from U.S. corporations.\n\n \n\n- 49 -\n\n \n\n \n\nSubject to the discussion above under “— *Utilization of Globis’\nTax Attributes and Certain Other Adverse Tax Consequences to the Company and the Company’s Shareholders*” and below under\n“— *Passive Foreign Investment Company Rules*,” dividends received by certain non-corporate U.S. Holders (including\nindividuals) will be treated as “qualified dividend income” that is taxable to such U.S. Holder at preferential rates applicable\nto long-term capital gain provided that:\n\n \n\n \n●\neither\n(a) the ordinary shares are readily tradable on an established securities market in the U.S. or (b) the Company is eligible for the\nbenefits of a qualifying income tax treaty with the U.S. that includes an exchange of information program;\n\n \n \n \n\n \n●\nthe Company is neither a PFIC (as discussed below under “— *Passive\nForeign Investment Company Rules*”) nor treated as such with respect to the U.S. Holder for the Company’s taxable year\nin which the dividend is paid or the preceding taxable year;\n\n \n \n \n\n \n●\nthe\nU.S. Holder satisfies certain holding period requirements;\n\n \n \n \n\n \n●\nthe\nU.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property;\nand\n\n \n \n \n\n \n●\nthe\ntaxpayer does not take the dividends into account as investment income under Code Section 163(d)(4)(B).\n\n \n\nBecause\nthere is no comprehensive income tax treaty between the U.S. and Gibraltar, the first clause above can only be satisfied if the ordinary\nshares are readily tradable on an established securities market in the United States. Under IRS authority, the ordinary shares are considered\nto be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which presently\ninclude the Nasdaq on which the ordinary shares are traded. Furthermore, we do not believe we are or have been a PFIC, as discussed under\n“— *Passive Foreign Investment Company Rules*” below. U.S. Holders should consult their tax advisors regarding\nthe availability of the lower rate for dividends paid with respect to the ordinary shares.\n\n \n\nThe\namount of any dividend distribution paid in foreign currency will be the U.S. dollar amount calculated by reference to the applicable\nexchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S.\ndollars at that time. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date\nof receipt.\n\n \n\nSubject\nto certain exceptions, dividends on the ordinary shares will constitute foreign source income for foreign tax credit limitation\npurposes. If the dividends are qualified dividend income (as analyzed above), the amount of the dividend taken into account for purposes\nof calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the numerator\nof which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of tax normally\napplicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes\nof income. For this purpose, dividends distributed by the Company with respect to the ordinary shares generally will constitute\n“passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”\nThe rules governing foreign tax credits are complex and U.S. Holders are urged to consult their tax advisors regarding the creditability\nof foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, a U.S. Holder may, in certain circumstances,\ndeduct foreign taxes in computing the holder’s taxable income, subject to generally applicable limitations under U.S. law. Generally,\nan election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable\nyear.\n\n \n\n*Sale,\nExchange, Redemption or Other Taxable Disposition of the Ordinary Shares*\n\n \n\nSubject\nto the discussion below under “— *Passive Foreign Investment Company Rules*,” a U.S. Holder generally will recognize\nU.S. source gain or loss on any sale, exchange, redemption or other taxable disposition of the ordinary shares in\nan amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis\nin such shares. Any gain or loss recognized by a U.S. Holder on a taxable disposition of the ordinary shares generally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, who has held the\nordinary shares for more than one year generally will be eligible for reduced tax rates for such\nlong-term capital gains. The deductibility of capital losses is subject to limitations.\n\n \n\n*Passive\nForeign Investment Company Rules*\n\n \n\nThe\nCompany believes that it should not be currently classified as a PFIC for United States federal income tax purposes and we do not expect\nto become a PFIC in the foreseeable future. However, this conclusion is a factual determination that is made annually and thus may be\nsubject to change. It is therefore possible that the Company could become a PFIC in a future taxable year.\n\n \n\nIn\ngeneral, a company is considered a PFIC if, for any taxable year, either (i) at least 75% of its gross income is passive income or (ii)\nat least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. If we\nwere to be treated as a PFIC and you are a U.S. Holder, unless you make an effective “qualified electing fund”(“QEF”)\nelection, gain realized on the sale or other disposition of the Ordinary Shares would in general not be treated as capital gain. Instead,\nunless you effectively elect to be taxed annually on a mark-to-market basis with respect to the Ordinary Shares, you would be treated\nas if you had realized such gain and certain “excess distributions”ratably over your holding period for the ordinary shares\nand would be taxed at the highest tax rate in effect for each previous year to which the gain was allocated in which we were a PFIC with\nrespect to you, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, the ordinary\nshares will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in the ordinary shares. As discussed\nabove, dividends received from the Company will not be eligible for the special tax rates applicable to “qualified dividend income”\nif we are a PFIC or are treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable\nyear, but instead will be taxable at rates applicable to ordinary income. If you own the ordinary shares during any year that we are\na PFIC with respect to you, you may be required to file IRS Form 8621. The QEF election is conditioned upon our furnishing you annually\nwith certain tax information. We may not take the action necessary for a U.S. Holder to make a QEF election in the event the Company\nis determined to be a PFIC.\n\n \n\n- 50 -\n\n \n\n \n\n**U.S. Federal Income Tax Consequences of the\nOwnership and Disposition of the Warrants**\n\n \n\nAlthough not entirely clear,\nit is likely that under current law the warrants will not be subject to the PFIC rules even if we are classified as a PFIC. It is possible,\nhowever, that the IRS could finalize current proposed regulations with a retroactive effective date that could cause the warrants to be\nsubject to the PFIC rules for periods prior to the issuance of such regulations if we are classified as a PFIC. In addition, it is possible\nthat the IRS could issue final regulations with a future effective date that could cause the warrants to be subject to the PFIC rules\nif we are classified as a PFIC either in the current taxable year or a future taxable year. You should consult your tax advisors regarding\nthe potential application of the PFIC rules to warrants if we are classified as a PFIC. Except as described below under “*—Tax\nConsequences if the Warrants Are Subject to PFIC Rules*,” the remainder of the discussion below assumes that the warrants will\nnot be subject to any special PFIC rules.\n\n \n\n*Exercise, Lapse, Redemption or Disposition of a\nWarrant*\n\n \n\nExcept as discussed below with\nrespect to the cashless exercise of a warrant, you generally will not recognize gain or loss upon the acquisition of an ordinary share\non the exercise of a warrant. Your tax basis in an ordinary share received upon exercise of the warrant generally will be an amount equal\nto the sum of your tax basis in the warrant exchanged therefor and the exercise price. It is unclear whether your holding period for the\nordinary share received will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant;\nin either case, the holding period will not include the period during which you held the warrant. If a warrant is allowed to lapse unexercised,\nyou generally will recognize a capital loss equal to your tax basis in the warrant.\n\n \n\nThe tax consequences of a cashless\nexercise of a warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization\nevent or because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes.\n\n \n\nIn either tax-free situation,\nyour tax basis in the ordinary shares received generally would equal your tax basis in the warrants. If the cashless exercise is not treated\nas a realization event, it is unclear whether your holding period for the ordinary share will commence on the date of exercise of the\nwarrant or the day following the date of exercise of the warrant. In either case, the holding period will not include the period during\nwhich you held the warrant. If the cashless exercise is treated as a recapitalization, the holding period of the ordinary shares would\ninclude the holding period of the warrants.\n\n \n\nIt is also possible that a cashless\nexercise may be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a portion of the warrants\nto be exercised on a cashless basis could, for U.S. federal income tax purposes, be deemed to have been surrendered in consideration for\nthe exercise price of the remaining warrants, which would be deemed to be exercised. For this purpose, you may be deemed to have surrendered\na number of warrants having an aggregate value equal to the exercise price for the total number of warrants to be deemed exercised. You\nwould recognize capital gain or loss in an amount equal to the difference between the fair market value of the total number of warrants\ndeemed surrendered and your tax basis in such warrants. In this case, your aggregate tax basis in ordinary shares received would equal\nthe sum of your initial investment in the warrants deemed exercised and the exercise price of such warrants. It is unclear whether your\nholding period for the ordinary shares would commence on the date of exercise of the warrant or the day following the date of exercise\nof the warrant.\n\n \n\nBecause of the absence of authority\non the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences\nand holding periods described above would be adopted by the IRS or a court of law. Accordingly, you should consult your own tax advisor\nregarding the tax consequences of a cashless exercise.\n\n \n\n- 51 -\n\n \n\n \n\nIf we redeem warrants for\ncash or purchase warrants in an open market transaction,\nsuch redemption or purchase generally will be treated as a taxable disposition to you. In such an event, or upon an actual sale or\nother disposition of your warrants, you will recognize capital gain or loss for United States federal income tax purposes equal to\nthe difference between the amount that you realize and your tax basis in your warrants. Capital gain of a noncorporate U.S. holder\nis generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be\nincome or loss from sources within the United States for foreign tax credit limitation purposes.\n\n \n\n*Possible Constructive Distributions*\n\n \n\nThe terms of each warrant provide\nfor an adjustment to the number of ordinary shares for which the warrant may be exercised or to the exercise price of the warrant in certain\nevents. An adjustment which has the effect of preventing dilution generally is not taxable. You would, however, be treated as receiving\na constructive distribution from us if, for example, the adjustment increases your proportionate interests in our assets or earnings and\nprofits (e.g., through an increase in the number of ordinary shares that would be obtained upon exercise or through a decrease to the\nexercise price of a warrant) as a result of a distribution of cash or other property to the holders of ordinary shares which is taxable\nto the U.S. holders of such ordinary shares as described under “*U.S. Federal Income Tax Consequences of the Ownership and Disposition\nof the Ordinary Shares*” above. Such constructive distribution would be subject to tax as described under that section in the\nsame manner as if you received a cash distribution from us equal to the fair market value of such increased interest, and would increase\nyour adjusted tax basis in your warrants to the extent that such distribution is treated as a dividend.\n\n \n\n*Tax Consequences if the Warrants Are Subject\nto PFIC Rules*\n\n* *\n\n**\n\nAs discussed above, although not entirely clear, it is likely that under current law the warrants\nwill not be subject to the PFIC rules even if we are classified as a PFIC be subject to the PFIC rules even if we are classified as a\nPFIC. If, however, the PFIC rules apply to the warrants, a U.S. Holder may not make a mark-to-market election with respect to its warrants.\nAs a result, if the PFIC rules apply to the warrants and a U.S. Holder sells or otherwise disposes of such warrants (other than\nupon exercise of such warrants), and we were a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain\nrecognized generally will be treated as an excess distribution, taxed as described above under “*U.S. Federal Income Tax Consequences\nof the Ownership and Disposition of the Ordinary Shares —Passive Foreign Investment Company Rules*.” In addition, if the\nPFIC rules apply to the warrants, the holding period of ordinary shares acquired upon exercise of the warrants would, for purposes of\nthe PFIC rules described above, include the period in which the warrants were held.\n\n \n\n**Shareholder Reporting**\n\n \n\nIf a U.S. Holder owns\n“specified foreign financial assets” with an aggregate value in excess of $50,000 (and in some circumstances, a higher\nthreshold), it may be required to file an information report with respect to such assets with its tax return. “Specified\nforeign financial assets” may include financial accounts maintained by foreign financial institutions , as well as the\nfollowing, but only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and\nsecurities issued by non-United States persons, (ii) financial instruments and contracts that have non-U.S. issuers or\ncounterparties, and (iii) interests in foreign entities. Significant penalties may apply for failing to satisfy this filing\nrequirement. You are urged to contact your tax advisors regarding the application of this filing requirement to your ownership of\nthe ordinary shares and warrants.\n\n****\n\n \n\n- 52 -\n\n \n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nInformation\nreporting requirements may apply to dividends received by U.S. Holders of the ordinary shares, and the proceeds received on the\ndisposition of the ordinary shares or warrants effected within the U.S. (and, in certain cases, outside the U.S.), in each case\nother than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply\nto such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9\nprovided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. Any redemptions\ntreated as dividend payments with respect to the ordinary shares and proceeds from the sale, exchange, redemption or other\ndisposition of the ordinary shares or warrants may be subject to information reporting to the IRS and possible U.S. backup\nwithholding. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup\nwithholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against the taxpayer’s U.S. federal\nincome tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely\nfiling the appropriate claim for a refund with the IRS and furnishing any required information.\n\n \n\n**THE\nU.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO YOU\nDEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU\nOF THE OWNERSHIP AND DISPOSITION OF THE ORDINARY SHARES AND THE WARRANTS, AS APPLICABLE, INCLUDING THE TAX CONSEQUENCES UNDER STATE,\nLOCAL, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.**\n\n \n\nF.\nDividends and Paying Agents\n\n \n\nNot\napplicable.\n\n \n\nG.\nStatement by Experts\n\n \n\nNot\napplicable.\n\n \n\nH.\nDocuments on Display\n\n \n\n- 53 -\n\n \n\n \n\nWe\nare subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required\nto file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after\nthe end of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained\nat prescribed rates at the public reference facilities maintained by the SEC at Judiciary Plaza, 100 F Street, N.E., Washington, D.C.\n20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The\nSEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding\nregistrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules\nof the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders, and our executive\nofficers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in\nSection 16 of the Exchange Act.\n\n \n\nWe\nalso maintain a corporate website at https://www.forafric.com. Information contained on, or that can be accessed through, our website\ndoes not constitute a part of this report.\n\n \n\nI.\nSubsidiary Information\n\n \n\nNot\napplicable.\n\n \n\nJ.\nAnnual Report to Security Holders\n\n \n\nNot\napplicable."}