{"url_path":"/sec/afriw/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 D. “*Risk Factors*” in this annual report for a more thorough description of these and other risks.","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":16117,"has_tables":true,"body_markdown":"Item 3.D. “*Risk Factors*” in this annual report for a more thorough description of these and other risks.\n\n \n\n \n●\nOur\nbusiness is subject to fluctuations in agricultural commodity and other raw material prices, transportation costs, energy prices,\ninterest rates and foreign currency exchange rates, in each case caused by factors outside of our control that could adversely affect\nour operating results.\n\n \n \n \n\n \n●\nOur\nbusiness is dependent upon our ability to obtain quality raw materials.\n\n \n \n \n\n \n●\nOur\nbusiness may be adversely affected by disruptions in its distribution and logistical systems.\n\n \n \n \n\n \n●\nOur\nbusiness is vulnerable to the effects of supply and demand imbalances in our industries.\n\n \n \n \n\n \n●\nWe\nare subject to global and regional economic downturns and related risks.\n\n \n \n \n\n \n●\nWe\nare subject to currency exchange rate fluctuations which may have an adverse effect on our business.\n\n \n \n \n\n \n●\nWe\nare subject to economic, political and other risks of doing business globally and in emerging markets.\n\n \n\n- 1 -\n\n \n\n \n\n \n●\nA\nnatural disaster, economic depression or other adverse events affecting Morocco, where most of our facilities and customers are located,\ncould adversely affect our business.\n\n \n \n \n\n \n●\nSevere\nadverse weather conditions, such as hurricanes or severe storms, or the effects of global warming, may also result in extensive property\ndamage, extended business interruption, personal injuries and other loss and damage to us.\n\n \n\n \n●\nWe\nare dependent upon a small group of key executives and employees - If we fail to retain and motivate members of our management team\nand other key employees or fail to attract, train and retain additional employees to support our operations, our business and future\ngrowth prospects would be harmed.\n\n \n \n \n\n \n●\nRisks\nrelating to our disclosure controls and procedures and internal financial reporting controls.\n\n \n \n \n\n \n●\nWe\nmay not be able to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and\nrevenue from both new and existing customers.\n\n \n \n \n\n \n●\nEffective December 31, 2025, we no longer qualify as an “emerging\ngrowth company” and the reduced disclosure requirements applicable to emerging growth companies no longer apply, which will increase\nour costs and demands on management.\n\n \n \n \n\n \n●\nWe\nface significant competition in highly competitive global commodity markets.\n\n \n \n \n\n \n●\nOur\nbusiness and operations would suffer in the event of information technology (“IT”) system failures, cybersecurity attacks,\ndata breaches, or vulnerabilities in our or our third-party vendors’ information security program or defenses.\n\n \n \n \n\n \n●\nWe\nhave incurred and will continue to incur significant costs and devote substantial management time as a result of operating as a public\ncompany.\n\n \n \n \n\n \n●\nWe\nqualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain\nprovisions applicable to United States domestic public companies.\n\n \n \n \n\n \n●\nThere\nis substantial doubt about our ability to continue as a going concern.\n\n \n \n \n\n \n●\nWe\nare a capital intensive business and depend on cash provided by our operations as well as access to external financing to operate\nand expand our business.\n\n \n \n \n\n \n●\nRaising\nadditional capital may cause dilution to our shareholders.\n\n \n \n \n\n \n●\nThe\nproposed sale of a controlling interest in Forafric Maroc SA to Cap Holding is subject to regulatory and other approvals and may\nnot be completed on the anticipated terms or timeline, or at all.\n\n \n \n \n\n \n●\nOur\nproposed strategic expansion into defense, food security and energy may not achieve its intended benefits and exposes us to new and\nheightened risks.\n\n \n \n \n\n \n●\nOur\nrisk management strategies may not be effective.\n\n \n \n \n\n \n●\nWe\nmay not realize the anticipated benefits of acquisitions or joint ventures.\n\n \n \n \n\n \n●\nGovernment\nregulation of agricultural commodities, including extensive regulation of the Moroccan market, could adversely affect our business\nand results of operations.\n\n \n \n \n\n \n●\nLegal\nclaims, government investigations or other regulatory enforcement actions could subject us to civil and criminal penalties.\n\n \n \n \n\n \n●\nLitigation\nor legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.\n\n \n\n \n●\nIssuances by us of additional securities could affect ownership and voting rights over us.\n\n \n \n \n\n \n●\nOur\nwarrants are exercisable for our ordinary shares, which increases the number of shares eligible for future resale in the public market\nand results in dilution to our shareholders.\n\n \n \n \n\n \n●\nFuture\nresales of our ordinary shares issued to our shareholders and other significant shareholders may cause the market price of our ordinary shares to drop significantly, even if our business is doing well.\n\n \n \n \n\n \n●\n\nThere\nis no guarantee that the warrants will be in the money, and they may expire worthless.\n\n \n\n- 2 -\n\n \n\n \n\n \n●\nA\nmarket for our ordinary shares may not be sustained, which would adversely affect the liquidity and price of our ordinary shares.\n\n \n \n \n\n \n●\nThe\nWarrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of\nNew York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants,\nwhich could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with us in connection with such\nwarrants.\n\n \n \n \n\n \n●\nIf\nwe fail to comply with the continued listing requirements of the Nasdaq Capital Market, our ordinary shares may be delisted and the\nprice of our ordinary shares and our ability to access the capital markets could be negatively impacted.\n\n \n \n \n\n \n●\nWe\nqualify as a “controlled company” within the meaning of the rules of The Nasdaq Stock Market (“Nasdaq”) and, as a result, we may rely on exemptions\nfrom certain corporate governance requirements.\n\n \n \n \n\n \n●\nYou\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under the laws of Gibraltar, and we conduct substantially all of our operations, and a majority of our directors\nand executive officers reside, outside of the United States.\n\n \n \n \n\n \n●\nWe do not anticipate paying dividends\nfor the foreseeable future.\n\n \n \n \n\n \n●\nWe may be classified as a passive foreign investment company, which could have adverse U.S. federal income tax consequences\nfor U.S. investors.\n\n \n\n**Risks\nRelated to Our Business**\n\n \n\n**Our\nbusiness is subject to fluctuations in agricultural commodity and other raw material prices, transportation costs, energy prices, interest\nrates and foreign currency exchange rates, in each case caused by factors outside of our control that could adversely affect our operating\nresults.**\n\n \n\nAs\nwe cannot control the average selling price of our finished products, any increase in the cost of raw materials has a direct impact on\nour margins.\n\n \n\nOur\nbusiness is subject to fluctuations in agricultural commodity and other raw material prices caused by other factors outside of our control\nsuch as currency exchange rate fluctuations, local and international changes in supply and demand caused by factors outside of our control,\nincluding farmer planting and selling decisions, government agriculture programs and policies, global inventory levels, demand for biofuels,\nweather and crop conditions and demand for and supply of, competing commodities and substitutes, that could adversely affect our operating\nresults.\n\n \n\n**Our\nbusiness is dependent upon our ability to obtain quality raw materials.**\n\n \n\nThe\nquality of our products depends upon the quality of raw materials. If we do not have access to high-quality wheat, we have to use enhancers\nsuch as enzymes, ascorbic acid and gluten, to reach a higher level of quality. Such additional costs will negatively impact our results.\n\n \n\n**Our\nbusiness may be adversely affected by disruptions in its distribution and logistical systems.**\n\n \n\nThe\ncost of wheat is affected not only by the wheat market but also by the cost of freight. Significant increases in shipping and freight\ncost could materially adversely affect our results of operations and financial condition.\n\n \n\n**Our\nbusiness is vulnerable to the effects of supply and demand imbalances in our industries.**\n\n \n\nHistorically,\nthe market of flour mills in Morocco is imbalanced, with periods of high demand and periods of low demand and with a supply capacity\nexceeding the demand. To maintain our market shares, we must compete on price and reduce margins.\n\n \n\n- 3 -\n\n \n\n \n\n**We\nare subject to global and regional economic downturns and related risks.**\n\n \n\nThe\nlevel of demand for our products is affected by global and regional demographic and macroeconomic conditions, including population growth\nrates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic\nregions, may lead to reduced demand for agricultural commodities, which could adversely affect our business and results of operations.\n\n \n\n**We\nare subject to currency exchange rate fluctuations which may have an adverse effect on our business.**\n\n \n\nDue\nto the international nature of our business, we are exposed to currency exchange rate fluctuations. Changes in exchange rates between\nthe U.S. dollar and other currencies, particularly the Angolan Kwanza and the Euro, affect our revenues and expenses that are denominated\nin local currencies and may also have a negative impact on the value of our assets.\n\n \n\n**We\nare subject to economic, political and other risks of doing business globally and in emerging markets, including geopolitical instability,\nconflict, sanctions and export controls.**\n\n \n\nWe\nare a global business with all of our assets and operations located outside the United States. In addition, part of our strategy involves\nexpanding our business in several emerging market regions, including Eastern Europe, Asia-Pacific, the Middle East and Africa. Volatile\ninternational economic, political and market conditions may have a negative impact on our operating results and our ability to achieve\nour business strategies.\n\n \n\nWe\nare also exposed to other risks of international operations, including:\n\n \n\n \n●\nchanges\nin laws and regulations or their interpretation or enforcement in the countries where we operate, such as tax laws,\n\n \n \n \n\n \n●\nsovereign\nrisk;\n\n \n \n \n\n \n●\nexchange\ncontrols or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries;\n\n \n \n \n\n \n●\nchallenges\nin maintaining an effective internal control environment with operations in multiple international locations, including language\ndifferences, varying levels of U.S. Generally Accepted Accounting Principles (“GAAP”) expertise in international locations;\n\n \n \n \n\n \n●\nlabor\ndisruptions, civil unrest, significant political instability, wars or other armed conflict or acts of terrorism;\n\n \n \n \n\n \n●\nadverse\ntrade policies or trade barriers on agricultural commodities and commodity products, sanctions and export controls, including as\na result of the current conflicts in the Middle East and Eastern Europe;\n\n \n \n \n\n \n●\ninflation\nand hyperinflationary economic conditions and adverse economic effects resulting from governmental attempts to control inflation,\nsuch as imposition of wage and price controls and higher interest rates;\n\n \n \n \n\n \n●\ndifficulties\nin enforcing agreements or judgments and collecting receivables in foreign jurisdictions; and\n\n \n \n \n\n \n●\ngovernment\nintervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign\nownership of land or other assets.\n\n \n\nThese\nrisks could adversely affect our operations, business strategies and operating results.\n\n \n\n- 4 -\n\n \n\n \n\n**A\nnatural disaster, economic depression or other adverse events affecting Morocco, where most of our facilities and customers are located,\ncould adversely affect our business.**\n\n \n\nA\nsignificant portion of our operations and sales are in Morocco. A natural disaster, economic downturn or depression, civil unrest, significant\npolitical instability, wars or other armed conflict or acts of terrorism affecting the country could have a negative adverse impact on\nour operations and business.\n\n \n\n**Severe\nadverse weather conditions, such as hurricanes or severe storms, or the effects of global warming, may also result in extensive property\ndamage, extended business interruption, personal injuries and other loss and damage to us.**\n\n \n\nThe\ninternational price of wheat is the main risk in our operations. Fluctuation of wheat cost depends on weather and strategies of the main\nproducers of wheat based in North America, Central Europe and around the Black Sea. Adverse weather conditions have historically caused\nvolatility in the agricultural commodity industry by causing crop failures or significantly reduced harvests, which may affect the supply\nand pricing of the agricultural commodities that we sell and use in our business, negatively affect the creditworthiness of agricultural\nproducers who do business with us or impact our ability to obtain sufficient unprocessed grains to meet demand. Variations in the acquisition\nprice of wheat cannot be directly passed on to our average selling price of flour, semolina, pasta and couscous.\n\n \n\nSevere\nadverse weather conditions, such as hurricanes or severe storms, may also result in extensive property damage, extended business interruption,\npersonal injuries and other loss and damage to us. Our operations also rely on dependable and efficient transportation services. A disruption\nin transportation services, as a result of weather conditions or otherwise, may also significantly adversely impact our operations.\n\n \n\nAdditionally,\nthe potential physical impacts of climate change are uncertain and may vary by region. These potential effects could include changes\nin rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels\nthat could adversely impact our costs and business operations, the location and costs of global agricultural commodity production and\nthe supply and demand for agricultural commodities. Climate change could also lead to stronger production variability than today which\ncould result in price volatility. Climate change could cause temperature increases and rainfall changes that could lead to lower yields\nin Morocco and other semi-arid Mediterranean countries in the future, which could impact raw material costs, availability and quality.\nThese effects could be material to our results of operations, liquidity or capital resources.\n\n \n\n**We\nare dependent upon a small group of key executives and employees - If we fail to retain and motivate members of our management team and\nother key employees or fail to attract, train and retain additional employees to support our operations, our business and future growth\nprospects would be harmed.**\n\n \n\nOur\nsuccess and future growth depend largely upon the continued services of our executive officers as well as our other key employees. These\nexecutives and certain key employees have been primarily responsible for the success and growth of our Company and development of our\nbrands, reputation and relationships with our customers. None of such persons is subject to long-term written employment arrangements.\nThe loss of any such persons could adversely affect our business and ability to grow. In addition, our success depends in part upon our\nability to attract, train and retain a sufficient number of employees and managers who understand and appreciate our culture and can\nrepresent our brand effectively and establish credibility with our business partners and consumers. An inability to either replace departing\npersonnel or attract and retain new qualified personnel could adversely affect our business.\n\n \n\n**We\nare subject to industry and other risks that could adversely affect our reputation and financial results.**\n\n \n\nWe\nare subject to food and feed industry risks which include, but are not limited to, crop disease, spoilage, contamination, tampering or\nother adulteration of products, product liability claims and recalls and government regulation regarding matters such as food and feed\nsafety, nutritional standards and genetically modified organisms. We are also subject to shifts in customer and consumer preferences.\nThese risks could not only adversely affect our business and operating results but also our corporate reputation.\n\n \n\nAs\na company whose products comprise staple food and feed products sold globally, maintaining a good corporate reputation is critical to\nour continued success. Reputational value is based in large part on perceptions, which can shift rapidly in response to negative incidents.\nThe failure or alleged failure to maintain high standards for quality, safety, integrity, environmental sustainability and social responsibility,\nincluding with respect to raw materials, even if untrue, may result in adverse tangible effects, such as reduced demand for our products.\n\n \n\n- 5 -\n\n \n\n \n\n**We\nmay be subject to significant liability that is not covered by insurance.**\n\n \n\nWe\nbelieve that our insurance coverage is consistent with industry practice and is sufficient for our needs. However, claims under our\ninsurance policies may be subject to certain exceptions, may not be honored fully, in a timely manner, or at all, or we may incur severe,\nunexpected losses that are not fully covered by our insurance. If we were to incur substantial liabilities or if our business operations\nwere interrupted for a substantial period of time, our business and operating results could be adversely affected.\n\n \n\n**Our\ndisclosure controls and procedures may not prevent or detect all errors or acts of fraud.**\n\n \n\nOur\ndisclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file\nor submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within\nthe time periods specified in the rules and forms of the SEC.\n\n \n\nWe\nbelieve that any disclosure controls and procedures, or internal controls and procedures, no matter how well conceived and operated,\ncan provide only reasonable, not absolute, assurance that the objectives of the control system are met.\n\n \n\nThese\ninherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of\nsimple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more\npeople or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements\ndue to error or fraud may occur and not be detected, which would likely cause investors to lose confidence in our reported financial\ninformation. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading\nprice of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of\nfraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations\nand civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.\n\n \n\n**If\nwe fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements\nor comply with applicable regulations could be impaired.**\n\n \n\nAs\na public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such\ninternal control. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that we evaluate\nand determine the effectiveness of our internal control over financial reporting and provide a management report on internal control\nover financial reporting. If we have a material weakness in our internal control over financial reporting, we may not detect errors on\na timely basis, and our financial statements may be materially misstated.\n\n \n\nWhen\nwe are no longer a smaller reporting company, our independent registered public accounting firm will be required to issue an attestation\nreport on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control\nover financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses\nwith respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed.\n\n \n\nWhen\nwe are no longer a smaller reporting company, if our auditors were to express an adverse opinion on the effectiveness of our internal\ncontrol over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and\ncompleteness of our financial disclosures, which could cause the price of our common stock to decline. Internal control deficiencies\ncould also result in a restatement of our financial results in the future.\n\n \n\n**Effective December 31, 2025, we no longer qualify\nas an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies no longer\napply, which will increase our costs and demands on management.**\n\n** **\n\nAs of December 31, 2025, we no\nlonger qualify as an emerging growth company within the meaning of Section 2(a) of the Securities Act, as modified by the Jumpstart Our\nBusiness Startup Act of 2012 (“JOBS Act”). As such, we are subject to certain disclosure and compliance requirements that\napply to other public companies but did not previously apply to us due to our status as an emerging growth company.\n\n \n\nAs an emerging\ngrowth company, we were permitted to rely on certain accommodations under the JOBS Act, to the extent relevant to foreign private issuers,\nincluding scaled disclosure accommodations, relief from the requirement to provide an auditor attestation report on internal control over\nfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act for so long as we qualified as an emerging growth company, and the\nability to defer compliance with certain new or revised financial accounting standards until those standards would otherwise apply to\nprivate companies. Effective December 31, 2025, these emerging growth company accommodations are no longer available to us, and we must\ncomply with the disclosure, financial reporting and compliance requirements applicable to public companies that are not emerging growth\ncompanies, subject to any separate exemptions or accommodations that remain available to us as a foreign private issuer or as a non-accelerated\nfiler.\n\n \n\nThe loss of emerging growth company\nstatus will increase the complexity of our SEC reporting and compliance obligations and may require additional legal, accounting, financial\nreporting, investor relations and management resources, in addition to the public company costs described elsewhere in this Item 3.D.\n\n \n\nAlthough we are currently a non-accelerated\nfiler and this annual report does not include an attestation report of our registered public accounting firm on internal control over\nfinancial reporting, we can no longer rely on the JOBS Act exemption from Section 404(b) of the Sarbanes-Oxley Act. If we become an accelerated\nfiler or large accelerated filer in the future, auditor attestation requirements could require substantial additional management effort\nand increase our audit, accounting and compliance costs.\n\n \n\n- 6 -\n\n \n\n \n\nAs a result, the loss of emerging\ngrowth company status may make our reporting obligations more costly and time-consuming, place additional demands on our management, finance\nand accounting personnel, divert management’s attention from operating and growing our business, and materially adversely affect\nour business, financial condition, results of operations and ability to access the capital markets.\n\n \n\n**We\nmay not be able to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue\nfrom both new and existing customers.**\n\n \n\nThe\nfuture growth of our business depends on our ability to retain existing customers, attract new customers as well as getting existing\ncustomers and new customers to increase the volumes of purchases and therefore grow revenue.\n\n \n\nA\ncustomer’s purchase of our products may decrease for a variety of reasons, including the customer’s level of satisfaction\nwith our products and services, the expansion of business to offer new products and services, the effectiveness of our support services,\nthe pricing of our products and services, the pricing, range and quality of competing products or services, the effects of global economic\nconditions, regulatory or financial institution limitations, trust, and our ability to deliver quality products at competitive prices\nin a timely fashion.\n\n \n\nAny\nfailure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could materially\nand adversely affect our business, financial condition, results of operations and prospects. These efforts may require substantial financial\nexpenditures, commitments of resources, developments of our processes, and other investments and innovations.\n\n \n\n**We\nface significant competition in highly competitive global commodity markets.**\n\n** **\n\nWe\nface significant competition in each of our businesses, and we have numerous competitors, some of which are larger and have greater financial\nresources than we have. As many of the products we sell are global commodities, the markets for our products are highly price competitive\nand, in many cases, sensitive to product substitution. In addition, to compete effectively, we must continuously focus on improving efficiency\nin our production and distribution operations, as well as developing and maintaining appropriate market share and customer relationships.\nCompetition could cause us to lose market share or reduce pricing, which could have an adverse effect on our business and profitability.\n\n \n\n**Our\nbusiness and operations would suffer in the event of IT system failures, cybersecurity attacks,\ndata breaches, or vulnerabilities in our or our third-party vendors’ information security program or defenses.**\n\n \n\nOur\nbusiness relies upon information technology systems operated by us and by our third-party service providers. These systems may fail or\nexperience operational disruption, experience cybersecurity attacks, or be damaged by computer viruses and unauthorized access. In the\nordinary course of business, we collect, store and transmit confidential information (including but not limited to intellectual property,\nproprietary business information and personal information). It is critical that we do so in a secure manner to maintain the confidentiality\nand integrity of such confidential information. While we are currently in the process of developing and implementing policies and procedures\nto ensure the security and integrity of our information technology systems and confidential and proprietary information, we do not currently\nhave any written policies and procedures in place. If we fail to maintain adequate policies and procedures for the protection of our\ninformation technology systems and confidential and proprietary information, we may be vulnerable to security breaches or disruptions\nand system breakdowns or other damage or interruptions.\n\n \n\nWe\ndo not conduct audits or formal evaluations of our third-party vendors’ information technology systems and cannot be sure that\nour third-party vendors have sufficient measures in place to ensure the security and integrity of their information technology systems\nand our confidential and proprietary information. If our third-party vendors fail to protect their information technology systems and\nour confidential and proprietary information, we may be vulnerable to disruptions in service and unauthorized access to our confidential\nor proprietary information and we could incur liability and reputational damage, and the further development and commercialization of\nour product candidates could be delayed. We have not, to our knowledge, experienced any material IT system failures or any material cybersecurity\nattacks to date. We cannot assure you that our data protection efforts and our investment in information technology will prevent significant\nbreakdowns, data leakages, breaches in our systems or those of our third-party vendors and other contractors and consultants, or other\ncyber incidents that could have a material adverse effect upon our reputation, business, operations or financial condition. Furthermore,\ncyberattacks and security incidents are expected to accelerate in both frequency and impact as the use of artificial intelligence increases\nand attackers become increasingly sophisticated and utilize tools and techniques that are designed to circumvent controls, avoid detection,\nand remove or obfuscate forensic evidence.\n\n \n\n- 7 -\n\n \n\n \n\nIf\nsuch an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs,\nbusiness operations, a breach of sensitive personal information or a loss or corruption of critical data assets including trade secrets\nor other proprietary information. Such IT system failures, cybersecurity attacks or vulnerabilities to our or our third-party vendors’\ninformation security programs or defenses could result in legal liability, reputational damage, business interruption, and our competitive\nposition could be harmed, and the further development and commercialization of our products or any future products could be delayed or\ndisrupted. Moreover, containing and remediating any IT system failure, cybersecurity attack or vulnerability may require significant\ninvestment of resources. Furthermore, significant security breaches or disruptions of our internal information technology systems or\nthose of our third-party vendors and other contractors and consultants could result in the loss, misappropriation and/or unauthorized\naccess, use, or disclosure of, or the prevention of access to, confidential information (including trade secrets or other intellectual\nproperty, proprietary business information and personal information), which could result in financial, legal, business and reputational\nharm to us.\n\n \n\n**We\nhave incurred and will continue to incur significant costs and devote substantial management time as a result of operating as a public\ncompany.**\n\n \n\nOur\nmanagement team’s limited experience in dealing with the increasingly complex laws pertaining to public companies could result\nin an increasing amount of their time that may be devoted to these activities which could result in less time being devoted to the management\nof our business. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting\npolicies, practices or internal control over financial reporting required of public companies in the United States.\n\n \n\nAs\na public company, we have incurred and may continue to incur significant legal, accounting, and other expenses. Compliance with these\nrequirements has resulted in additional legal and financial compliance costs and made some activities more time consuming and costly.\nWe may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.\nAs a result, management’s attention may be diverted from other business concerns, which could adversely affect our business,\nfinancial condition and results of operations.\n\n \n\nIn\naddition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for\npublic companies, increasing legal and financial compliance costs, and making some activities more time consuming. We will continue to\ninvest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative\nexpenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.\n\n \n\nAs\na result of disclosure of information as a public company, our business and financial condition has become more visible, which may result\nin threatened or actual litigation, including by competitors and other third parties. If the claims are successful, our business, financial\ncondition and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in\nour favor, these claims, and the time and resources necessary to resolve them, could divert the resources of management and adversely\naffect our business, financial condition and results of operations. These factors could also make it more difficult for us to attract\nand retain qualified colleagues, executive officers, and members of our board of directors.\n\n \n\n**We\nqualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions\napplicable to United States domestic public companies.**\n\n \n\nBecause\nwe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and\nregulations in the United States that are applicable to U.S. domestic issuers. We are required to file an annual report on Form 20-F\nwithin four months of the end of each fiscal year. Any semi-annual reports or press releases we may issue relating to financial\nresults and material events will also be furnished to the SEC on Form\n6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to\nthat required to be filed with the SEC by U.S. domestic issuers. Accordingly, you may receive less or different information about us\nthan you would receive about a U.S. domestic public company.\n\n \n\n- 8 -\n\n \n\n \n\nWe\ncould lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting\nsecurities become directly or indirectly held of record by U.S. holders and any one of the following is true:\n\n \n\n●the\nmajority of our directors or executive officers are U.S. citizens or residents;\n\n   \n\n●more\nthan 50% of our assets are located in the United States; or\n\n   \n\n●our\nbusiness is administered principally in the United States.\n\n \n\nIf\nwe lose our status as a foreign private issuer in the future, we will, among other things, be required to file periodic reports and annual\nand quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely\nincur substantial costs in fulfilling these additional regulatory requirements, and members of our management would likely have to divert\ntime and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled.\n\n \n\n**Risks\nRelated to Our Capital Requirements**\n\n \n\n**There\nis substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable\nterms or at all.**\n\n* *\n\nOur\naudited consolidated financial statements for the year ended December 31, 2025, contain an explanatory paragraph regarding\nsubstantial doubt about our ability to continue as a going concern. We have incurred net losses of $13.8 million, $23.4 million and\n$12.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we had an accumulated\ndeficit of $154.6 million. These events and conditions, along with other matters, indicate that a material uncertainty exists that\nraises substantial doubt about our ability to continue as a going concern. The financial statements for 2025 do not include any\nadjustments that might result from the outcome of this uncertainty. Management is actively pursuing several potential sources of\nadditional financing, including negotiations with investors and financial institutions, as well as exploring cost-reduction\ninitiatives and the potential sale or strategic restructuring of certain assets. As part of these initiatives, the Company completed\nthe sale of a wholly owned subsidiary engaged in logistics activities in August 2025 for proceeds of approximately $8.3 million and the\nsale of long-term assets related to a durum wheat milling operation in March 2026 for proceeds of approximately $18.7 million.\n\n \n\n**We\nare a capital intensive business and depend on cash provided by our operations as well as access to external financing to operate and\nexpand our business.**\n\n \n\nWe\nrequire significant amounts of capital to operate our business and fund capital expenditures. In addition, our working capital needs\nare directly affected by the prices of agricultural commodities, with increases in commodity prices generally causing increases in our\nborrowing levels. Furthermore, the expansion of our business and pursuit of acquisitions or other business opportunities may require\nus to have access to significant amounts of capital and working capital. If we are unable to generate sufficient cash flows or raise\nsufficient external financing to fund these activities and their working capital, we may be forced to limit our operations and growth\nplans, which has and may continue to adversely impact our competitiveness and, therefore, our results of operations.\n\n \n\n**Raising\nadditional capital may cause dilution to our shareholders.**\n\n \n\nWe\nmay seek additional funding through a combination of equity offerings, debt financings, collaborations, licensing arrangements, strategic\nalliances and marketing or distribution arrangements. To the extent that we raise additional capital through the sale of equity or convertible\ndebt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect\nyour rights as a holder of our ordinary shares. The incurrence of additional indebtedness or the issuance of certain equity securities\ncould result in increased fixed payment obligations, and could also result in certain additional restrictive covenants, such as limitations\non our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license IP rights and other\noperating restrictions that could adversely impact our ability to conduct our business. In addition, issuance of additional equity securities,\nor the possibility of such issuance, may cause the market price of our ordinary shares to decline. In the event that we enter into collaborations\nor licensing arrangements to raise capital, we may be required to accept unfavorable terms, including relinquishing or licensing to another\nparty on unfavorable terms our rights to technology or drug and diagnostics technology candidates that we otherwise would seek to develop\nor commercialize ourselves or potentially reserve for future potential arrangements when we might be able to achieve more favorable terms.\n\n \n\n- 9 -\n\n \n\n \n\n**Risks\nRelated to Our Growth Strategy**\n\n** **\n\n**The\nproposed sale of a controlling interest in Forafric Maroc SA to Cap Holding is subject to regulatory and other approvals and may not\nbe completed on the anticipated terms or timeline, or at all.**\n\n** **\n\nOn\nMarch 9, 2026, we submitted to the Moroccan Competition Council a proposed transaction under which Cap Holding SA (“Cap Holding”),\na Moroccan industrial group, may obtain a controlling interest in Forafric Maroc SA, our indirect subsidiary (“Forafric Maroc”).\nThe Moroccan Competition Council has since granted antitrust approval in connection with the proposed transaction. Completion of the\ntransaction, however, remains subject to additional conditions, including approval by our board of directors and other customary closing\nconditions, and there can be no assurance that the transaction will be completed on the anticipated terms or timeline, or at all. Even\nif the transaction is completed, we may not realize the anticipated strategic or financial benefits of the transaction, or such benefits\nmay be smaller in scope or take longer to realize than expected, including as a result of regulatory remedies, transitional disruption,\nour loss of control over Forafric Maroc, or adverse reactions from employees, customers, suppliers or other counterparties. The pendency\nof the transaction could divert management attention; disrupt relationships with employees, customers, suppliers or other counterparties;\nand result in additional costs. If the transaction is not completed, or if the expected benefits are not realized on the anticipated\ntimeline or at all, our business, results of operations, reputation and share price could be adversely affected. See “*Item 4.\nInformation on the Company – A. History and Development of the Company*” for additional information regarding the proposed\ntransaction.\n\n \n\n**Our\nproposed strategic expansion into defense, food security and energy may not achieve its intended benefits and exposes us to new and heightened\nrisks.**\n\n* *\n\nOn\nApril 23, 2026, we announced a strategic expansion initiative to complement our core agribusiness operations by pursuing opportunities\nin defense, food security and energy infrastructure through joint ventures, partnerships and selective investments, with a disciplined\napproach to capital allocation. These initiatives are at an early stage and are expected to require capabilities, regulatory clearances\nand counterparties we have not historically relied upon. There can be no assurance that we will successfully implement or achieve this\nstrategy on the anticipated timeline or at all, or that the anticipated strategic or financial benefits will be realized, and any benefits\nthat are realized may be smaller in scope or delayed. See “*Item 4. Information On The Company – B. Business Overview –\nOur Business Strategy*” for a more detailed description of our strategic expansion plan.\n\n \n\nA\nsubstantial portion of our initiatives are expected to be executed through joint ventures, partnerships and selective investments, which\nwould increase our reliance on third parties for execution, compliance, information and performance. These arrangements may involve shared\ncontrol, divergent objectives, information-sharing constraints and dependence on partners’ systems and reporting; partners may\nunderperform, fail to comply with applicable laws (including trade, export-control or procurement requirements), or face their own financial\nor operational constraints. Such dynamics can delay or derail projects, increase costs, or limit our ability to realize anticipated benefits.\n\n \n\nSuccessful\nexecution will require disciplined selection and sequencing of projects, development of new organizational capabilities, recruitment\nand retention of personnel with specialized technical and regulatory expertise, and the ability to obtain and maintain necessary licenses\nand approvals in the jurisdictions in which we operate or plan to operate. Misjudging expected returns, misallocating capital, encountering\nunanticipated costs or delays, or failing to secure or maintain required approvals could adversely affect our business, reputation, financial\ncondition and results of operations.\n\n \n\nIn\naddition, many of our potential opportunities are in the Middle East and North Africa and other markets where geopolitical instability,\nconflict, sanctions, export controls, procurement rules, currency controls, local-content requirements, tax and other policy changes,\nand shifting enforcement priorities may disrupt operations, delay or condition approvals, restrict counterparties, and adversely affect\nproject timing and returns.\n\n \n\n- 10 -\n\n \n\n \n\n**Our\nrisk management strategies may not be effective.**\n\n \n\nWe\nmay not be able to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other\nbusiness optimization initiatives.\n\n \n\nWe\nare continually implementing programs to reduce costs, increase efficiencies and enhance our business. Initiatives implemented in the\npast years have included the outsourcing of certain activities in several regions and the rationalization of manufacturing operations\nglobally, including the implementation of an operational improvement program. Unexpected delays, increased costs, adverse effects on\nour internal control environment, inability to retain and motivate employees or other challenges arising from these initiatives could\nadversely affect our ability to realize the anticipated savings or other intended benefits of these activities.\n\n \n\n**We\nmay not realize the anticipated benefits of acquisitions or joint ventures.**\n\n \n\nWe\nare an active acquirer of other companies, and we have joint ventures partners. Part of our strategy involves acquisitions, alliances\nand joint ventures designed to expand and enhance our business. Our ability to benefit from acquisitions, joint ventures and alliances\ndepends on many factors, including our ability to identify suitable prospects, negotiate favorable transaction terms and successfully\nconsummate and integrate any businesses we acquire.\n\n \n\nOur\nacquisition activities may involve unanticipated delays, costs and other problems. If we encounter unexpected problems with one of our\nacquisitions, our senior management may be required to divert attention away from other aspects of our businesses to address these problems.\nAdditionally, we may fail to consummate proposed acquisitions, after incurring expenses and devoting substantial resources, including\nmanagement time, to such transactions.\n\n \n\nAcquisitions\nalso pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before\nthe acquisition. The due diligence we conduct in connection with an acquisition, and any contractual guarantees or indemnities that we\nreceive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. A\nmaterial liability associated with an acquisition could adversely affect our reputation and results of operations and reduce the benefits\nof the acquisition. Additionally, acquisitions involve other risks, such as differing levels of management and internal control effectiveness\nat the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded\nin connection with acquisitions, the risk of significant accounting charges resulting from the completion and integration of a sizeable\nacquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and motivate employees\nof acquired entities and other unanticipated problems and liabilities. From time to time, we may also seek to divest some of our businesses\nor assets, including divestitures of operations in certain markets, plant or milling assets or business lines.\n\n \n\n**Risks\nRelated to Litigation and Government Regulation**\n\n \n\n**Government\nregulation of agricultural commodities, including extensive regulation of the Moroccan market, could adversely affect our business and\nresults of operations.**\n\n** **\n\nAgricultural\ncommodity production and trade flows are significantly affected by government policies and regulations. Governmental policies affecting\nthe agricultural industry, such as taxes, tariffs, duties, subsidies, import and export restrictions on agricultural commodities and\ncommodity products and energy policies (including biofuels mandates), can influence industry profitability, the planting of certain crops\nversus other uses of agricultural resources, the location and size of crop production, whether unprocessed or processed commodity products\nare traded and the volume and types of imports and exports. In addition, international trade disputes can adversely affect agricultural\ncommodity trade flows by limiting or disrupting trade between countries or regions.\n\n \n\n- 11 -\n\n \n\n \n\nThe\nMoroccan market where the bulk of our business originates and where we operate nine milling plants, is highly regulated by the Moroccan\ngovernment. In particular:\n\n \n\n \n●\nSoft\nwheat cannot be freely imported during the calendar year. All our soft wheat must be imported before end of April and from beginning\nof September or October depending on the harvests of local wheat in Morocco. This is designed to protect local Moroccan producers\nof wheat by enabling them to sell their production on the local market. For an industrial producer, the quality of local wheat is\nnot high enough to ensure a good quality of finished products.\n\n \n \n \n\n \n●\nPart\nof the flour on the Moroccan market is subsidized by the government. This mechanism is to disappear in the next few months which\nmay change the competition on the market.\n\n \n \n \n\n \n●\nAll\nsoft wheat imported to Morocco must be certificated for import by the National Office for Food Safety in Morocco (Office National\nde Securité Sanitaire des Produits Alimentaires, or “ONSSA”). Our subsidiaries have generally been successful\nin obtaining ONSSA certification of the export of wheat to Morocco. Any failure or delay in our ability to obtain ONSSA certification\nin the future could have a material adverse effect on our business.\n\n \n\n**Legal\nclaims, government investigations or other regulatory enforcement actions could subject us to civil and criminal penalties.**\n\n \n\nSince\nwe operate in a highly regulated environment with constantly evolving legal and regulatory frameworks, we are subject to the risk of\nlegal claims, government investigations or other regulatory enforcement actions. Although we have implemented policies and procedures\ndesigned to ensure compliance with existing laws and regulations, there can be no assurance that our suppliers and distributors will\nnot violate our policies and procedures. Moreover, a failure to maintain effective control processes could lead to violations, unintentional\nor otherwise, of laws and regulations. Legal claims, government investigations or regulatory enforcement actions arising out of our failure\nor alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially\nand adversely affect our product sales, reputation, financial condition and operating results. In addition, the costs and other effects\nof defending potential and pending litigation and administrative actions against us may be difficult to determine and could adversely\naffect our financial condition and operating results.\n\n \n\n**Litigation\nor legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.**\n\n \n\nFrom\ntime to time, we may be party to various claims and litigation proceedings. We evaluate these claims and litigation proceedings to\nassess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these\nassessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information\navailable to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ\nmaterially from our assessments and estimates. Although we carry insurance for certain potential liabilities, such coverage may be\ninsufficient or may not cover the potential liabilities with which we may be faced. For example, the Company is currently subject to\nlegal proceedings filed in Casablanca, Morocco, initiated by Crédit Agricole du Maroc (“CAM”) in connection with\ncertain outstanding credit facilities. CAM has asserted a claim for the immediate repayment of the Company’s indebtedness\nunder such facilities for the total amount of $42 million. The Company is in the process of finalizing a settlement agreement with\nCAM which, if executed, is expected to result in the termination of all related legal proceedings. See “*Item 4. Information\nOn The Company – B. Business Overview – Legal Proceedings.*”\n\n \n\n- 12 -\n\n \n\n \n\n**Risks\nRelated to the Company’s Securities**\n\n \n\n**Issuances\nby us of additional securities could affect ownership and voting rights over us. In addition, the issuance of preferred shares, or\noptions or warrants to purchase those preferred shares, could negatively impact the value of our ordinary shares as\nthe result of preferential dividend rights, conversion rights, redemption rights and liquidation provisions granted to the\nstockholders of such preferred shares.**\n\n \n\nFrom\ntime to time, we may issue in public or private sales additional securities to third party investors. Such securities may provide holders\nwith ownership and voting rights that could provide the holders thereof with substantial influence over our business. Any preferred shares\nthat may be issued shall have such rights, preferences, privileges and restrictions as may be designated from time to time by our board,\nincluding preferential dividend rights, voting rights, conversion rights, redemption rights and liquidation provisions. There cannot\nbe any assurance that we will not issue preferred securities with rights and preferences that are more beneficial than those provided\nto our ordinary shares.\n\n \n\n**Warrants\nfor our ordinary shares are exercisable and, if exercised, will increase the number of shares eligible for future resale in the public\nmarket and result in dilution to our shareholders.**\n\n \n\nWarrants\nto purchase up to 15,789,722 ordinary shares became exercisable in 2022 in accordance with the terms of the warrant agreement made as\nof December 10, 2020, by and between Globis Acquisition Corp.’s (“Globis”), and VStock Transfer, LLC (as warrant agent),\nwhich agreement was assigned and novated by Globis to the Company upon the exchange, on a one-for-one basis, of the common stock of Merger\nSub for ordinary shares (the “Warrant Agreement”) governing those securities. The exercise price of the warrants is $11.50\nper ordinary share, subject to adjustment pursuant to the terms of the Warrant Agreement. As of December 31, 2025, we had a total of\n15,750,842 warrants outstanding. To the extent such warrants are exercised, additional ordinary shares will be issued, which will result\nin dilution to the existing holders of ordinary shares and increase the number of shares eligible for resale in the public market. Sales\nof substantial numbers of such shares in the public market or the fact that such Warrants may be exercised could adversely affect the\nmarket price of ordinary shares.\n\n \n\n**There\nis no guarantee that the warrants will be in the money, and they may expire worthless.**\n\n \n\nPursuant\nto the terms of the Warrant Agreement, the warrants will expire five years from the consummation of our Business Combination, or June\n2027. Given that the warrants are approaching their expiration date and have an exercise price of $11.50 per ordinary share, the likelihood\nof exercise depends on whether the market price of our ordinary shares exceeds the exercise price prior to expiration. Assuming the exercise\nof all outstanding warrants for cash, we would receive aggregate proceeds of approximately $181 million. However, we will only receive\nsuch proceeds if all the warrant holders exercise all of their warrants. We believe that the likelihood that warrant holders determine\nto exercise their warrants, and therefore the amount of cash proceeds that we would receive is dependent upon the market price of our\nordinary shares. If the market price for our ordinary shares is less than the exercise price of the warrants (on a per share basis),\nwe believe that warrant holders will be very unlikely to exercise any of their warrants, and accordingly, we will not receive any such\nproceeds. There is no guarantee that the warrants will ever be “in the money” prior to their expiration, and as such, the\nwarrants may expire worthless.\n\n \n\n**Resales\nof our ordinary shares issued to our shareholders and other significant shareholders may cause the market price of our ordinary shares\nto drop significantly, even if our business is doing well.**\n\n \n\nCertain\nof our shareholders may sell ordinary shares pursuant to Rule 144 under the Securities Act, if available. In these cases,\nthe resales must meet the criteria and conform to the requirements of that rule.\n\n \n\nUpon\nsatisfaction of the requirements of Rule 144 under the Securities Act, certain of our shareholders and certain other significant shareholders\nmay sell large amounts of ordinary shares in the open market or in privately negotiated transactions, which could have the effect of\nincreasing the volatility in our share price or putting significant downward pressure on the price of our ordinary shares.\n\n \n\n**A\nmarket for our ordinary shares may not be sustained, which would adversely affect the liquidity and price of our ordinary shares.**\n\n \n\nAn\nactive trading market for our ordinary shares may not be sustained. You may be unable to sell your ordinary shares unless a market can\nbe sustained.\n\n \n\n- 13 -\n\n \n\n \n\nThe\ntrading prices of ordinary shares and warrants may be volatile and may fluctuate due to a variety of factors, some of which are beyond\nour control, including, but not limited to:\n\n \n\n \n●\nchanges\nin the sectors in which we operate;\n\n \n \n \n\n \n●\nchanges\nin our projected operating and financial results;\n\n \n \n \n\n \n●\nchanges\nin laws and regulations affecting our business;\n\n \n \n \n\n \n●\nability\nto continue to innovate and bring products to market in a timely manner;\n\n \n \n \n\n \n●\nchanges\nin our senior management team, our board of directors or key personnel;\n\n \n \n \n\n \n●\nour\ninvolvement in litigation or investigations;\n\n \n \n \n\n \n●\nnegative\npublicity about us or our products;\n\n \n \n \n\n \n●\nthe\nvolume of ordinary shares available for public sale;\n\n \n \n \n\n \n●\nannouncements\nof significant business developments, acquisitions, or new offerings;\n\n \n \n \n\n \n●\ngeneral\neconomic, political, regulatory, industry, and market conditions; and\n\n \n \n \n\n \n●\nnatural\ndisasters or major catastrophic events.\n\n \n\nThese\nand other factors may cause the market price and demand for our ordinary shares to fluctuate substantially, which may limit or prevent\ninvestors from readily selling their shares and may otherwise negatively affect the liquidity of ordinary shares or warrants. Following\nperiods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought\nagainst that company. Because of the potential volatility of ordinary shares or warrants, we may become the target of securities litigation\nin the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our\nbusiness.\n\n \n\n**The\nWarrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New\nYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants, which\ncould limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us in connection with such warrants.**\n\n \n\nThe\nWarrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating\nin any way to the Warrant Agreement, will be brought and enforced in the courts of the State of New York or the United States District\nCourt for the Southern District of New York, and (ii) we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive\nforum for any such action, proceeding or claim. We have waived any objection to such exclusive jurisdiction and that such courts represent\nan inconvenient forum. Notwithstanding the foregoing, these provisions of the Warrant Agreement do not apply to suits brought to enforce\nany liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America\nare the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any warrants under the Warrant\nAgreement shall be deemed to have notice of and to have consented to the forum provisions of the Warrant Agreement. If any action, the\nsubject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court\nof the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in\nthe name of any holder of the warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state\nand federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions\n(an “enforcement action”), and (y) having service of process made upon such holder in any such enforcement action by service\nupon such warrant holder’s counsel in the foreign action as agent for such holder.\n\n \n\nThe\nchoice-of-forum provision limits a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes\nwith us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable\nor unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated\nwith resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and\nresults of operations and result in a diversion of the time and resources of our management and board of directors.\n\n \n\n- 14 -\n\n \n\n \n\n**If\nwe fail to comply with the continued listing requirements of the Nasdaq Capital Market, our ordinary shares and warrants may be\ndelisted and the price of our ordinary shares and our ability to access the capital markets could be negatively\nimpacted.**\n\n \n\nOur\nordinary shares and warrants are listed on the Nasdaq Capital Market. As such, we are required to meet the continued listing\nrequirements of the Nasdaq Capital Market and other Nasdaq rules, including those regarding director independence and independent\ncommittee requirements, minimum shareholders’ equity, minimum share price and certain other corporate governance\nrequirements.\n\n \n\nOn\nJanuary 14, 2025, we announced that we received written notice from the listing qualifications department of Nasdaq stating that since we have not yet filed a Form 6-K containing an interim balance sheet and income statement as\nof the end of our second quarter by December 31, 2024, we were not in compliance with Nasdaq Listing Rule\n5250 (c)(2). On January 16, 2025, we filed our six month report with the SEC, and on the same day, we received\na letter from Nasdaq confirming that we were in compliance.\n\n \n\nWe\nhave in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to\nmaintain the listing of our ordinary shares on Nasdaq. If we fail to satisfy the continued listing requirements of Nasdaq, Nasdaq\nmay take steps to delist our shares of common stock. Such a delisting would have a negative effect on the price of our ordinary\nshares and warrants, impair the ability to sell or purchase our shares of common stock when persons wish to do so,\nand any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other\ntransactions on acceptable terms, or at all. Delisting from Nasdaq could also have other negative results, including the potential\nloss of institutional investor interest and fewer business development opportunities, as well as a limited amount of news and\nanalyst coverage of us. Delisting could also result in a determination that our shares of common stock are a “penny\nstock,” which would require brokers trading in our shares of common stock to adhere to more stringent rules, possibly\nresulting in a reduced level of trading activity in the secondary market for our shares of common stock. In the event of a\ndelisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide\nno assurance that any such action taken by us would allow our shares of common stock to become listed again, stabilize the market\nprice or improve the liquidity of our securities, prevent our shares of common stock from dropping below the Nasdaq minimum bid\nprice requirement or prevent future non-compliance with Nasdaq’s listing requirements.\n\n \n\n**We\nare a “controlled company” as that term is defined in the rules of Nasdaq and, as a result, qualify for, and may rely on,\nexemptions from certain corporate governance requirements. To the extent that we elect to rely on these exemptions, shareholders will\nnot have the same protections afforded to stockholders of companies that are subject to such requirements.**\n\n \n\nAs\na result of the completion of the Business Combination, Lighthouse Capital Limited (“Lighthouse Capital”) controls a\nmajority of the voting power (approximately 71.39%) of the outstanding ordinary shares. The ultimate beneficial owner of Lighthouse\nCapital is Lighthouse Corporation PTC, as trustee of the Lighthouse Settlement, the sole shareholder of Lighthouse Capital. The Lighthouse\nSettlement is a discretionary trust of which Yariv Elbaz and his family are the named potential beneficiaries. The trustee,\nLighthouse Corporation PTC Limited, controls the affairs of the trust.\n\n \n\nAs\na result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules,\na listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled\ncompany” and may elect not to comply with certain corporate governance requirements, including:\n\n \n\n \n●\nthe\nrequirement that a majority of the board of directors consist of independent directors;\n\n \n \n \n\n \n●\nthe\nrequirement that our nominating and corporate governance committee be composed entirely of independent directors; and\n\n \n \n \n\n \n●\nthe\nrequirement that our compensation committee be composed entirely of independent directors.\n\n \n\nTo\nthe extent that we continue to meet the definition of a “controlled company” within the meaning of the corporate governance\nstandards of Nasdaq, we may rely on these exemptions and, to the extent that we choose to do so, we may not have a majority of independent\ndirectors on our board of directors and our corporate governance and compensation committees may not consist entirely of independent\ndirectors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate\ngovernance requirements of Nasdaq.\n\n \n\n- 15 -\n\n \n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under the laws of Gibraltar, and we conduct substantially all of our operations, and a majority of our directors\nand executive officers reside, outside of the United States.**\n\n \n\nWe\nare an exempted company limited by shares incorporated under the laws of Gibraltar and we conduct a majority of our operations outside\nthe United States. Substantially all of our assets are located outside the United States. A majority of our officers and directors reside\noutside the United States, and a substantial portion of the assets of those persons are located outside of the United States. As a result,\nit may be difficult for investors to effect service of process within the United States upon our directors or officers who reside outside\nthe United States, to bring original actions outside the United States based on the securities laws of the United States against our\ndirectors or officers who reside outside the United States, or to enforce judgments obtained in the United States courts against our\ndirectors or officers outside the United States.\n\n \n\nOur\ncorporate affairs will be governed by our Memorandum and Articles of Association and the Companies\nAct 2014 of the Laws of Gibraltar (the “Companies Act”). The rights of our shareholders and the fiduciary duties of\nour directors under Gibraltar law are different from what they would be under statutes or judicial precedent in some jurisdictions in\nthe United States. In particular, Gibraltar has a different body of securities laws than the United States and some U.S. states, such\nas Delaware, may have more fully developed and judicially interpreted bodies of corporate law than Gibraltar. In addition, shareholders\nof Gibraltar companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\nCertain\ncorporate governance practices in Gibraltar, which is our home country, differ significantly from requirements for companies\nincorporated in other jurisdictions such as the United States. As a foreign private issuer whose securities are listed on Nasdaq, we\nare permitted to follow certain home country corporate governance practices in lieu of the requirements of the Nasdaq Listing Rules\npursuant to Nasdaq Listing Rule 5615(a)(3), which provides for such exemption to compliance with the Nasdaq Listing Rule 5600\nSeries. Since Gibraltar does not have any rules regarding the following, we intend to rely on the exemption available to foreign\nprivate issuers for the requirement that the compensation committee be comprised of independent directors and the requirement that\nwe obtain shareholder approval to issue 20% or more of our outstanding ordinary shares in a private offering. To the extent we\nchoose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less\nprotection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by\nmanagement, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated\nin the United States.\n\n \n\n**We\ndo not anticipate paying dividends for the foreseeable future.**\n\n \n\nIt\nis expected that we will continue to operate at a loss in the foreseeable future, and will retain most, if not all, of our available\nfunds and any future earnings to fund the development and growth of our business. As a result, it is not expected that we will pay any\ncash dividends in the foreseeable future.\n\n \n\nOur\nboard of directors will have discretion as to whether to distribute dividends. Even if the board of directors decides to declare and\npay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow,\ncapital requirements and surplus, the amount of distributions, if any, received by us from subsidiaries, our financial condition, contractual\nrestrictions and other factors deemed relevant by our board of directors. Accordingly, you may need to rely on sales of our ordinary\nshares after price appreciation, which may never occur, as the only way to realize any future gains on your investment. There is no guarantee\nthat our ordinary shares will appreciate in value or that the market price of our ordinary shares will not decline.\n\n \n\n**We\nmay be classified as a passive foreign investment company, which could have adverse U.S. federal income tax consequences for U.S. investors.**\n\n \n\nWe\nwould be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year if either\n(i) at least 75% of our gross income for such year is passive income or (ii) at least 50% of the value of our assets (generally determined\nbased on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the\nproduction of passive income.\n\n \n\nWe\nbelieve that we were not a PFIC for the year ended December 31, 2025 and we do not expect to become a PFIC in the foreseeable future.\nHowever, the determination of whether we are a PFIC is made annually and depends on the composition of our income and assets, including\nthe value of our goodwill and other intangible assets, which may be determined by reference to the market price of the ordinary shares\nand assets of our subsidiaries, from time to time. Accordingly, our PFIC status may change from year to year, and there can be no assurance\nthat we will not be classified as a PFIC in the current or any future taxable year.\n\n \n\nIf\nwe were to be classified as a PFIC in any taxable year in which a U.S. Holder holds the ordinary shares or the warrants, such U.S. Holder\ncould be subject to materially increased U.S. federal income tax liabilities on gains recognized on the sale or disposition of the ordinary\nShares, the warrants and on certain distributions received from us, as well as burdensome reporting requirements. See “*Item\n10. Additional Information—E. Taxation—CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS—U.S. Holders—Passive\nForeign Investment Company Rules*.” U.S. investors should consult their own tax advisors regarding the potential PFIC implications\nof an investment in the ordinary shares and/or the warrants and the availability of any elections that may mitigate the adverse tax consequences\nof a PFIC classification.\n\n \n\n- 16 -\n\n \n\n \n\nI**tem\n4. INFORMATION ON THE COMPANY**\n\n \n\nA.\nHistory and Development of the Company\n\n \n\nWe\nare an integrated, global business involved in the purchase, storage, transport, processing and sale of agricultural commodities and\ncommodity products. The principal agricultural commodities that we handle are flour and semolina, and secondary processing products such\nas pasta and couscous.\n\n \n\nForafric Maroc is the combination\nof two former family owned businesses, Forafric (MayMouna) and Tria Group SA (the “Tria Group”). Forafric (MayMouna) was acquired\nby Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (“FAHL”) in April 2015 and the Tria Group\nwas acquired by us in January 2016. Today, we sell processed commodity products to customers in approximately 45 countries in Europe,\nAsia, Africa and the Middle East. The principal purchasers of our products are wholesale foods manufacturers and distributors. We have\ndeveloped an extensive global logistics network including storage facilities with direct access to ports by rail.\n\n \n\nOn\nJune 9, 2022, we completed a business combination (the “Business Combination”), in accordance with the Business Combination\nAgreement, entered into December 19, 2021, as amended on April 20, 2022 and on June 8, 2022 by and among Globis Acquisition Corp. (“Globis”),\nthe Company, and Lighthouse Capital (the “Business Combination Agreement”). On that day, as contemplated in the Business\nCombination Agreement: (i) Globis merged with and into Globis NV Merger 2 Corp., a Nevada corporation (“Merger Sub”), with\nMerger Sub surviving (the “Merger”); (ii) immediately following the effectiveness of the Merger, all of the common stock\nof Merger Sub issued pursuant to the Merger were contributed to the Company; and (iii) thereafter the Company acquired 100% of the equity\ninterests in FAHL from Lighthouse Capital and FAHL became a direct subsidiary of the Company.\n\n \n\nAs\na result of the Business Combination, (i) Globis stockholders received one ordinary share for each issued and outstanding share of\nCommon Stock, par value $0.0001 per share, of Globis (the “Common Stock”) held prior to the Merger; (ii) the issued and\noutstanding redeemable warrants (the “Public Warrants”) that were registered pursuant to the Registration Statement on\nForm S-1 (SEC File No. 333-250939) of Globis automatically became redeemable warrants to acquire ordinary shares at an exercise\nprice of $11.50 per share on the terms and subject to the conditions set forth in the applicable warrant agreement (which Warrant\nAgreement was assigned and novated by Globis to the Company with no other changes having been made to the terms of any issued and\noutstanding Globis’ warrants sold in Globis’ initial public offering as a result of the Merger); (iii) each issued and\noutstanding warrant of Globis issued in a private placement (the “Private Placement Warrants”) automatically became\nwarrants to acquire ordinary shares at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in\nthe applicable warrant agreement (with no other changes having been made to the terms of any issued and outstanding private\nplacement warrants as a result of the Merger); and (iv) each issued and outstanding unit of Globis that had not been previously\nseparated into the underlying Common Stock and underlying warrant upon the request of the holder thereof, was cancelled and entitled\nthe holder thereof to one ordinary share and one redeemable warrant to acquire one ordinary share at an exercise price of $11.50 per\nshare on the terms and subject to the conditions set forth in the applicable warrant agreement. The Business Combination was\nconsummated on June 9, 2022. The transaction was approved by the board of directors of Globis and was approved at the special meeting\nof Globis’ shareholders held on June 9, 2022.\n\n \n\nAs\na result of the Business Combination, on June 10, 2022, our ordinary shares and warrants commenced trading on Nasdaq under the symbols\nof “AFRI” and “AFRIW,” respectively.\n\n \n\nOn\nJuly 26, 2023, we acquired 90% of Société Industrielle de Minoterie du Sud (“SIMS”), a soft wheat milling company\nwith primary operations in Marrakesh, Morocco, for cash consideration and noncontrolling interest in the amount of approximately $56,000 and the assumption of SIMS’ outstanding debts in the amount of approximately $5.3 million.\n\n \n\nOn\nApril 5, 2024, we signed, through our subsidiary, Epidor, a long term lease agreement of 10 years with HMMA Group to rent a mill\nbased in Meknes, Morocco. The rental fees are $692,308 per annum for the first five years, $748,440 per annum for the three\nfollowing years and $773,389 per annum for the last two years.\n\n \n\n- 17 -\n\n \n\n \n\nOn\nJune 30, 2025, we sold part of our ownership in Moulins du Sahel Mali S.A. (“MDS Mali”), Moulin du Sahel Burkina (“MDS\nBF”) and Grands Moulins du Tenere Niger (“MDS Niger”) for a total consideration of $15.7 million to Millcorp Geneva\nSA (“Millcorp”). Following the completion of this transaction, we retained a 51% controlling ownership interest in each of\nMDS Mali and Moulin du Sahel Burkina (“MDS Burkina”), which represent our two active operating entities in the region, and\na minority interest of 25% in MDS Niger. As previously disclosed, we acquired ownership in MDS Mali, MDS BF and MDS Niger in 2022 for\na total investment of $17 million. This transaction strengthened our balance sheet.\n\n \n\nOn\nNovember 5, 2025, we sold 100% of our subsidiary Prodela to Millcorp for a total consideration of approximately $1 million. This subsidiary\nwas not part of our long term strategy as it was engaged not in the milling of wheat but in animal feeding. This sale strengthened our\nbalance sheet.\n\n \n\nOn\nAugust 8, 2025 we sold 100% of our subsidiary Finalog SA (“Finalog”) to a third party for a total consideration of $8.3 million.\nFinalog was dedicated to storage in Casablanca, Morocco. This asset was underused and this transaction strengthened our balance sheet.\n\n \n\nIn\nMarch 2026, the Company completed the sale of all long-term assets belonging to a durum wheat mill with a capacity of 240 tons per day,\nlocated in Casablanca, Morocco for total consideration of $18.7 million.\n\n \n\nOn\nMarch 9, 2026, the Company announced that, as part of its previously reported strategy to increase shareholder value, the Company submitted\nto the Moroccan antitrust commission a proposed transaction with Cap Holding, a Moroccan industrial group,\nfor regulatory approval. The Company announced on April 23, 2026 that antitrust approval has been obtained from the Moroccan antitrust\ncommission in connection with the proposed transaction, under which Cap Holding may obtain a controlling interest in Forafric Maroc,\nan indirect subsidiary of the Company. Completion of the transaction remains subject to the satisfaction of certain conditions, including\napproval by the Company’s board of directors (the “Board”) and other customary closing conditions, and there can be\nno assurance that the transaction will be completed on the anticipated terms or timeline, or at all.\n\n \n\nThe\nfollowing diagram illustrates our corporate structure as of the date of this annual report:\n\n \n\n \n\nWe\nmaintain a corporate website at https://www.forafric.com. Information contained on, or that can be accessed through, our website does\nnot constitute a part of this report.\n\n \n\n- 18 -\n\n \n\n \n\n**Foreign\nPrivate Issuer Status**\n\n \n\nWe\nare a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable\nto United States domestic public companies. For example:\n\n \n\n \n●\nwe\nare not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;\n\n \n \n \n\n \n●\nfor\ninterim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that\napply to domestic public companies;\n\n \n \n \n\n \n●\nwe\nare not required to provide the same level of disclosure on certain issues, such as executive compensation;\n\n \n \n \n\n \n●\nwe\nare exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;\n\n \n \n \n\n \n●\nwe\nare not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations\nin respect of a security registered under the Exchange Act; and\n\n \n \n \n\n \n●\nour\nprincipal shareholders are exempt from reporting under Section 16(a) of the Exchange Act and our directors, officers and principal\nshareholders are exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act.\n\n \n\nB.\nBusiness Overview\n\n \n\n**Overview**\n\n \n\nWe\noperate through FAHL, our wholly owned subsidiary, which is a private company limited by shares incorporated in Gibraltar under the laws\nof Gibraltar. FAHL is registered with the Registrar of Companies in Gibraltar under registration number 114436. FAHL is a holding company,\nand substantially all of our operations are conducted through our subsidiaries. Our corporate headquarters is located at Madison Building,\nMidtown, Queensway, Gibraltar GX11 1AA. Our registered office is located at 57/63 Line Wall Road, Gibraltar GX11 1AA.\n\n \n\nWe\nare an integrated, global business involved in the purchase, storage, transport, processing and sale of agricultural commodities and\ncommodity products. The principal agricultural commodities that we handle are flour and semolina, and secondary processing products such\nas pasta and couscous.\n\n \n\nOn\nMarch 9, 2026, we submitted to the Moroccan Competition Council a proposed transaction under which Cap Holding may obtain a controlling\ninterest in Forafric Maroc. The Moroccan Competition Council has since granted antitrust approval in connection with the proposed transaction.\nCompletion of the transaction, however, remains subject to additional conditions, including approval by our Board and other\ncustomary closing conditions, and there can be no assurance that the transaction will be completed on the anticipated terms or timeline,\nor at all.\n\n \n\n**Industry\nOverview**\n\n \n\nWe\noperate primarily in the large and growing African food market, providing base products such as flour, semolina, pasta and couscous,\nwhich are staple products for most consumers in this and other developing markets. We foresee continued market growth with the projected\ndemographic increase and urbanization in the region.\n\n \n\nWheat\nis unique as a source of gluten proteins that alone have the dough-forming properties needed to make the variety of foods that rely\non the rheology of dough, namely, leavened breads, pasta, noodles, flat/pocket breads, steamed breads, biscuits, cakes, pastries and\nvarious food ingredients. Therefore wheat, which we believe is an essential part of the diet of most of the world’s population,\nis prominent in world trade. Its quality traits are the most critical of all the grains.\n\n \n\n- 19 -\n\n \n\n \n\n**Our\nStrengths**\n\n \n\nWe\nare a leader in the Moroccan market in respect of the wheat milling business, with a milling capacity of 3,700 tons per day. This position\nenables us to have better access to raw materials, to improve our productivity and to benefit from the power of our two main brands,\nMayMouna and Tria. See “*—Our Brands and Products*” below.\n\n \n\nRaw\nmaterials are the key to profitability in our industry. Raw material accounts for up to 90% of total cost. With a total volume of 338,472\ntons per year as of December 31, 2025, the group has great bargaining power, ahead of many international providers of wheat, and has,\naccordingly, had access to excellent conditions of purchasing.\n\n \n\nAs\nwith every industrial business, productivity is key to performance. With nine milling plants in Morocco, we improved our productivity\nover the past three years and reduced our industrial cost. We consider ourselves to be among the top performing industrial units in our\nindustry.\n\n \n\nMayMouna\nand Tria are our two main brands in the Moroccan market. MayMouna is our most popular brand for Moroccan households and Tria is our most\npopular brand for industrial clients in Morocco.\n\n \n\nOur\nproducts are basic food staples in Morocco and Africa. Accordingly, demand for our products has been stable in Morocco and fast-growing\nin Sub-Saharan Africa and Angola, even in periods of economic uncertainty.\n\n \n\n**Our\nBusiness Strategy**\n\n \n\nWe\nhave established ourselves as a leading wheat milling player in Morocco. With the acquisition of SIMS in 2023, and the long term lease\nsigned by our subsidiary Epidor in 2024, we now operate nine milling plants across Morocco (seven of which are dedicated to common wheat\nand two are dedicated to durum wheat) with total processing capacity of 3,700 tons per day and a total milling capacity of 1,100,000\ntons per year as of December 31, 2025. We also have one secondary processing unit, one logistics platform, and 150,000 tons of grain\nstorage facilities in Morocco. We also operate two mills in Mali and Burkina Faso, through our majority-owned subsidiaries, MDS Mali\nand MDS Burkina, in each of which we hold a 51% ownership interest, for an additional capacity of 500T per day. Our products are\nexported to 45 countries. Our primary activities include the production and sale of a variety of wheat flours, semolina, pasta and couscous\nin Morocco and outside Morocco. Our two main brands in Morocco are MayMouna and Tria. See “*—Our Brands and Products*”\nbelow.\n\n \n\nWe\nconsider sustainable growth to be the pillar of our business management strategy, through which we consolidate our position as a benchmark\nbusiness group in our areas of activity and as a sound, innovative, sustainable, responsible enterprise, committed to: (i) social well-being,\ndiversity, environmental balance and social and economic progress; and (ii) tax responsibility, respect of human rights and prevention\nof corruption and other illegal conduct. We thus undertake, as an essential principle in our actions, the creation of a business model\nthat is respectful of and sustainable for the environment and society overall and, while ensuring value, profitability and competitiveness,\nwe promote diversity, respect for human rights, tax responsibility and the prevention of corruption, thus contributing towards the progress\nof society and generating trust among our stakeholders.\n\n \n\nIn\nFebruary 2025, we announced that we adopted a new balance sheet strengthening strategy with a Morocco and soft wheat focus. As part of\nthis initiative, we are divesting non-core assets: assets outside of Morocco, durum wheat focused businesses and logistics activities\nin Morocco. We believe that these divestments will strengthen our balance sheet and will significantly improve our working capital position.\n\n \n\nAs\npart of this strategy, we have consummated three transactions during 2025: (i) the sale of Prodela, (ii) the sale of Finalog and (iii)\nthe sale of part of our ownership in MDS Mali, MDS BF and MDS Niger to Millcorp. For more information on these transactions, see “*Item\n5.B*. *Operating and Financial Review and Prospects—Liquidity and Capital Resources.*”\n\n \n\nOn\nApril 23, 2026, we announced a strategic expansion initiative to complement our core agribusiness operations by pursuing\nopportunities in three sectors that are increasingly central to economic resilience and national security in our core regions of\noperation: defense, food security and energy infrastructure. We are initially evaluating opportunities in each area through joint\nventures, partnerships and selective investments, with a disciplined approach to capital allocation:\n\n \n\n- 20 -\n\n \n\n \n\n*Defense*.\nWe are exploring a partnership-led approach focused on advanced defense and security technologies, including applications of\nartificial intelligence, unmanned aerial vehicles, counter-UAV/anti-drone laser systems and related platforms. We are assessing\nseveral potential international collaboration and joint venture opportunities intended to position us as a regional platform for the\ndeployment and commercialization of such systems, and expect to provide additional information as these opportunities\ndevelop.\n\n \n\n*Food\nSecurity*. We intend to broaden our role across the agricultural value chain by expanding beyond traditional milling operations into\nhigher-value activities such as origination, trading and distribution. These initiatives are intended to support supply-chain resilience\nin our core markets and to capture additional commercial opportunities linked to food security objectives.\n\n \n\n*Energy*.\nWe are evaluating opportunities aligned with growing regional demand for reliable and scalable power solutions. Potential projects may\nsupport industrial activity, including our own operations, while contributing to broader infrastructure development in our core markets.\n\n \n\n**Our\nBrands and Products**\n\n \n\nForafric\nowns two leading brands: Tria and MayMouna.\n\n \n\n*Tria*\n\n \n\nThe\nTria brand was established more than 60 years ago from a family that had a passion for the transmission of Moroccan culinary traditions,\nassociated with a high level of quality.\n\n \n\nFor\nseveral generations, Tria has strived to keep intact the fundamentals that have made its reputation, from the selection of high-quality\nraw materials, and seeks to reinvent its products in order to support changing consumer needs.\n\n \n\nTria\ncontinues to be a highly respected brand for packaged flour, precooked couscous and packaged pasta on the Moroccan market. Today, Tria\ncombines modernity and tradition, which makes it one of the favorite brands of Moroccans.\n\n \n\n*MayMouna*\n\n \n\nWe\nbelieve that MayMouna is recognized as an innovative brand which strives to make life easier for the average consumer. The MayMouna brand\nhas redefined the rules on the Moroccan market, by adopting a marketing strategy reflected in its unique packaging and establishing a\ncolor code allowing the clear identification of each of its products. The brand also integrates into its packaging culinary presentations\nallowing each household to easily recognize the right product capable of meeting its needs.\n\n \n\nMayMouna\nis appreciated for its quality but also for the richness of its range. The brand has, on a regular basis, introduced new products to\nattract the average household, its primary consumer (e.g., under the registered trademark Finette) and meet the needs of professionals\n(e.g., Farine Boulangère). This has enabled MayMouna to maintain its popularity and reputation.\n\n \n\nMayMouna\noffers a diversified range of products segmented into two categories: soft wheat products and durum wheat products. In order to meet\nmarket demands, the products intended for the traditional consumer market (i.e., wholesalers, groceries), are sold in polypropylene packaging\nfor the modern retail and in kraft paper for mass distribution. The industry, on the other hand, is delivered in bulk by tanker.\n\n \n\n- 21 -\n\n \n\n \n\n*Soft\nwheat products*: Soft wheat is the most widely used and cultivated variety of wheat in the world. It is used to produce flour, particularly\nfor making bread and pastries. Our soft wheat products include:\n\n \n\n \n●\nPastry\nflour - Soft wheat flour comes from the heart of the grain (the wheat kernel), the extraction of which is milled to produce a flour\npowder.\n\n \n \n \n\n \n●\nExtra\nwhite - Used mainly by pastry and bakery professionals, MayMouna extra white flour is very fluid. Guaranteed lump-free, it offers\nan excellent hold for all kinds of food preparation.\n\n \n \n \n\n \n●\nThe\nBaker - This flour suitable for breadmaking is intended exclusively for the baking industry.\n\n \n \n \n\n \n●\nWe\nalso sell products in Morocco under the AMBRE and BRIO brands, which include LA AMBRA, AL DENTE Flour, AMBRA Flour, AMBRE Flour,\nASSALA, BRIO and BRIO, MLAOUI, BAGHRIR for pasta and couscous. BRIO is also used for export to Europe.\n\n \n\n*Durum\nwheat products*: As in most Mediterranean countries and the Maghreb, durum wheat is part of the traditional meal in Morocco. Naturally\nrich in fiber, it benefits from recognized digestive virtues. Durum wheat can be transformed into semolina for the production of pasta\nand couscous, but also into flour for making bread. Our durum wheat products include:\n\n \n\n \n●\nWhole\nmeal Flour - Naturally rich in fiber, MayMouna Whole meal flour has the particularity of giving a whole hard wheat bread with recognized\ndigestive and dietary virtues.\n\n \n \n \n\n \n●\nFinot\n- A flagship product of the entire range, this very fine semolina is ideal for delicate preparations, for golden and well-leavened\nhomemade bread. MayMouna Finot also makes it possible to achieve flaky and crispy *msemens*, a traditional Moroccan type of\npancake.\n\n \n \n \n\n \n●\nFine\nsemolina - This semolina is used mainly by industrial manufacturers of couscous and pasta. It is also used by households and bakers\nfor light and golden *baghrirs*, which is a traditional Moroccan type of pancake or crepe, various semolina cakes, and *harcha,*a Moroccan pan-fried bread.\n\n \n\n \n●\nCourse\nsemolina - MayMouna Semoule Grosse is mainly intended for the preparation of artisan couscous. With a regular grain size, this semolina\nis ideal to be worked by hand, in the traditional manner.\n\n \n \n \n\n \n●\nFinette\n- It is an exclusive product of MayMouna, specially created to offer the consumer a flour suitable for the preparation of homemade\nbread. Recognized for its baking qualities, Finette is very fluid.\n\n \n\n**Sourcing\nand Processing**\n\n \n\nWe\nare dedicated to providing our customers with high quality, nutritious and healthy products and our production process is designed to\nachieve these goals:\n\n \n\n*Supply:*In addition to the choice of excellent raw materials, at harvest time, samples are tested for the quality and quantity of protein\nand for the presence of heavy metals, pesticide residues, and other harmful chemicals.\n\n \n\n*Reception:*On delivery of the wheat, a representative sample undergoes a battery of analyses ensuring compliance with the Company’s quality\nstandards. From the pit, the wheat then undergoes a pre-cleaning to eliminate any large waste.\n\n \n\n*Cleaning*:\nAt this stage, the wheat undergoes a second cleaning which consists of eliminating the impurities (foreign seeds, straw, dust, etc.).\nThe stone remover makes it possible to remove the stones by density difference.\n\n \n\nThe\nwheat is then wet in order to facilitate its grinding and damaged grains or those whose color does not conform are removed using a machine\nequipped with a camera.\n\n \n\n- 22 -\n\n \n\n \n\n*Grinding*:\nThe wheat then goes to milling. This operation dissociates the bran and the floury part thanks to a succession of grinding and sieving.\nThe various finished products are evaluated according to their grain size, protein level, humidity, color, etc.\n\n \n\n*Conditioning*:\nThe various flours and semolina obtained are packaged in food packaging suitable for their good conservation.\n\n \n\n**Trading\nand Storage**\n\n \n\nThe\nCompany has a storage infrastructure in Morocco with one unit dedicated to storage and more than 100,000 tons of grain storage capacity.\nThis allows us to optimize and meet the needs of our mills and to effectively manage the costs of our supply chain.\n\n \n\nTwo\nof our trading companies, Forafric and Cerelis, aim to import and sell wheat. Cerelis is based in Morocco and dedicated to meet the needs\nof the group in raw materials.\n\n \n\n**Government\nRegulation**\n\n \n\nWe\nare subject to a variety of laws in each of the countries in which we operate which govern various aspects of our business, including\nthe processing, handling, storage, transport and sale of our products; risk management activities; land-use and ownership of land, including\nlaws regulating the acquisition or leasing of rural properties by certain entities and individuals; and environmental, health and safety\nmatters. To operate our facilities, we must obtain and maintain numerous permits, licenses and approvals from governmental agencies and\nour facilities are subject to periodic inspection by governmental agencies. In addition, we are subject to other laws and government\npolicies affecting the food and agriculture industries, including food and feed safety, nutritional and labeling requirements and food\nsecurity policies. In particular, ONSSA requires various certifications for the export of products to Morocco. ONSSA certifications have\nbeen obtained for the following subsidiaries of the Company: Forafric SA; MayMouna Grain; Les Grands Moulins de Tensift; Les Grandes\nSemouleries du Maroc; Les Grandes Semouleries de Safi; Tria Group; and Arzak.\n\n \n\nFrom\ntime to time, agricultural production shortfalls in certain regions and growing demand for agricultural commodities for feed, food and\nfuel use have caused prices for relevant agricultural commodities to rise. High commodity prices and regional crop shortfalls have led,\nand in the future may lead, governments to impose price controls, tariffs, export restrictions and other measures designed to assure\nadequate domestic supplies and/or mitigate price increases in their domestic markets, as well as increase the scrutiny of competitive\nconditions in their markets.\n\n \n\n**Environmental\nMatters**\n\n \n\nWe\nare subject to various environmental protection and occupational health and safety laws and regulations in the countries in which we\noperate. Our operations may emit or release certain substances, which may be regulated or limited by applicable laws and regulations.\nIn addition, we handle and dispose of materials and wastes classified as hazardous or toxic by one or more regulatory agencies. Our operations\nare also subject to laws relating to environmental licensing of facilities, restrictions on land use in certain protected areas and water\nuse. We incur costs to comply with health, safety and environmental regulations applicable to our activities and have made and expect\nto make substantial capital expenditures on an ongoing basis to continue to ensure our compliance with environmental laws and regulations.\nHowever, due to our extensive operations across multiple industries and jurisdictions globally, we are exposed to the risk of claims\nand liabilities under environmental regulations. Violation of these laws and regulations can result in substantial fines, administrative\nsanctions, criminal penalties, revocations of operating permits and/or shutdowns of our facilities.\n\n \n\nAdditionally,\nour business could be affected in the future by regulation or taxation of greenhouse gas emissions, or policies related to national emission\nreduction plans. It is difficult to assess the potential impact of any resulting regulation of greenhouse gas emissions. Potential consequences\ncould include increased energy, transportation and raw material costs, and we may be required to make additional investments to modify\nour facilities, equipment and processes. Climate change could also lead to stronger production variability than today which could result\nin price volatility. Climate change could cause temperature increases and rainfall changes that could lead to lower yields in Morocco\nand other semi-arid Mediterranean countries in the future. In response to such concerns, the effects of additional climate change regulatory\ninitiatives could have adverse impacts on our business and results of operations. Compliance with environmental laws and regulations\ndid not materially affect our earnings or competitive position in 2025.\n\n \n\n- 23 -\n\n \n\n \n\n**Competition**\n\n \n\nThe\nmarkets for our products are highly price competitive. Competition is based on a number of factors, including delivered price, product\noffering and quality, location, raw material procurement, production efficiency, brand recognition, nutritional profile, dietary trends,\nlogistics and distribution capabilities, and customer service, including, in some cases, customer financing terms. The Company faces\ncompetition in each of its businesses and has numerous competitors. Our major competitors in Morocco include: Moulins du Maghreb, Zine\nCereales, Rica Maroc, Casagrains and Dari Couspate. These competitors would be at an advantage if they are able to obtain superior financing\ncapabilities. In addition, other regional or international agribusinesses may expand into our marketplaces increasing competition.\n\n \n\nTo\ncompete effectively, we must continuously focus on improving efficiency in our production and distribution operations, as well as developing\nand maintaining appropriate market share and customer relationships, and brand reputations for quality.\n\n \n\n**Legal\nProceedings**\n\n \n\nFrom\ntime to time, the Company and its subsidiaries may become subject to various legal proceedings. None of such proceedings, individually,\nor in the aggregate, is expected to have a material adverse effect on the Company or its operations if decided adversely against the Company.\n\n \n\nIn\naddition, the Company is currently subject to legal proceedings filed in Casablanca, Morocco, initiated by Crédit Agricole du\nMaroc (“CAM”) in connection with certain outstanding credit facilities. CAM has asserted a claim for the immediate\nrepayment of the Company’s indebtedness under such facilities for the total amount of $42 million. The Company is in the\nprocess of finalizing a settlement agreement with CAM which, if executed, is expected to result in the termination of all related\nlegal proceedings. While we expect this matter to be resolved upon completion of the settlement, there can be no assurance that the\nsettlement will be finalized on the anticipated terms or at all. Based on currently available information, we do not expect the\nresolution of this matter to have a material adverse effect on our business, financial condition or results of\noperations.\n\n \n\n**Insurance**\n\n \n\nIn\neach country where the Company conducts business, our operations and assets are subject to varying degrees of risk and uncertainty. We\ninsure our businesses and assets in each country in a manner that we deem appropriate for a company of our size and activities, based\non an analysis of the relative risks and costs. If we were to incur a significant loss or liability for which we were not fully insured,\nit could have a materially adverse effect on our business, financial condition and results of operations. The Company believes that it\nmaintains adequate insurance policies to insure its operations against such risks as can be reasonably anticipated in the markets\nin which it operates.\n\n \n\n**Seasonality**\n\n \n\nThere\nis a degree of seasonality in the growing season and procurement of our principal raw materials. Further, in the Moroccan market where\nthe bulk of our business originates and where we operate nine milling plants, soft wheat cannot be freely imported during the calendar\nyear. All our soft wheat must be imported before end of April and from beginning of September or October depending on the harvests of\nlocal wheat in Morocco. This is designed to protect local Moroccan producers of wheat by enabling them to sell their production on the\nlocal market. Accordingly, the third fiscal quarters of the year have generally been our weakest in terms of financial results.\n\n \n\n- 24 -\n\n \n\n \n\n**Intellectual\nProperty**\n\n \n\nOur\nmaterial intellectual property consists of approximately 25 trademarks and logos relating to our two main brands, MayMouna and Tria,\nand our other brands and products. These intellectual property rights are registered in Morocco. Under Moroccan law, such registrations\nare valid for 10 years from the date of filing the application, and are renewable for additional periods of 10 years. There is also a\ngrace period for late renewals, and a registration is not canceled unless it is not renewed within six months of the end of the registration\nperiod.\n\n \n\nC.\nOrganizational Structure\n\n \n\nSee\n“*Item 4. Information on the Company – A. History and Development of the Company*.”\n\n \n\nD.\nProperty, plant and equipment\n\n \n\nAs\nof December 31, 2025, the Company owns and leases 11 refining, packing and milling facilities throughout the world with an aggregate\nproduction capacity of 4,200 metric tons per day, including nine milling plants in Morocco with an aggregate capacity of 3,700 metric\ntons per day. We also have one storage facility in Morocco with an aggregate storage capacity of 150,000 metric tons.\n\n \n\nOur\ncorporate headquarters in Gibraltar occupies approximately 1,200 square feet of space under a lease that expires in October 2030. We\nalso own or lease other office space for our operations worldwide.\n\n \n\nWe\nbelieve our current facilities are sufficient to meet our needs."}