Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations for the six-month periods ended June 30, 2022 and 2021. Unless otherwise specified herein, references to the “Company”, “FG”, “we” or “our” shall include Forafric Global PLC (NASDAQ: AFRI) and its subsidiaries. You should read the following discussion and analysis together with our unaudited interim condensed consolidated financial statements as at June 30, 2022 and for the six-month periods ended June 30, 2022 and 2021, and the accompanying notes thereto, included elsewhere in this report. For additional information relating to our management’s discussion and analysis of the financial condition and results of operations, please see our Amended Registration Statement for Certain Foreign Private Issuers on Form F-1/A (File No. 333-266075), which includes the consolidated audited financial statements for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2022 (the “Registration Statement”). The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and in the Registration Statement, particularly in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Key Factors Affecting Our Performance

The key factors affecting the performance of our business, which are discussed in further detail below, are The cost of raw materials, industrial costs and the average selling price of our product, which is based on the price of flour and bran.

Bran is between 20% to 25% of the production of finished products. We have no control over the price of these items.

We do not believe we have a significant impact on the price of our finished products.

Impact of COVID-19

We do not believe that COVID-19 had any material impact on our sales; since we produce a staple food product, the demand for our product was not materially affected by the pandemic. In response to the pandemic, we have implemented measures to ensure the health and safety of our employees and customers, including allowing our entire workforce to work remotely, restricting physical contact between our employees, and establishing safety protocols for the offices. The only measurable impact that we experienced in 2020 related to the seasonality of our sales and our ability to access foreign currency, and, during 2021 and 2022, increases in raw material, freight and shipping costs, which may be attributable to general increases in shipping and logistics costs during the pandemic as a result of higher global demand for wheat and inflationary pressures; however, due to our ability to increase sale prices and the subsidies provided by the Government of Morocco, these increases in our costs of goods did not have a material adverse impact on our business.

The COVID-19 pandemic could impact our supply chain for products we sell, particularly as a result of mandatory shutdowns in locations where our products are manufactured or held for distribution. We could also see significant disruptions of the operations of our logistics, service providers, delays in shipments and negative impacts to pricing of certain of our products. To date, we have not experienced any significant disruptions of the operations of our logistics, service providers, or delays in shipments, and based on current trends, we do not anticipate supply chain disruptions through the end of 2022.

At this time, we do not foresee supply chain disruptions having a material adverse effect on our business goals, results of operations or capital resources. However, there can be no assurance that if the pandemic worsens, or new variants emerge, that our business will not be negatively affected.

The War in Ukraine

On February 24, 2022, Russia launched an invasion in Ukraine. Thus far, the invasion has dramatically reduced the quantity of wheat available on the international market and may continue to disrupt or depress wheat harvests in Ukraine and Ukraine’s ability to export wheat. In addition, as a consequence of the Russian invasion of Ukraine, the United States, the European Union and other countries have imposed sanctions against and penalties for doing business in Russia and with certain Russian-owned businesses. These sanctions may limit Russia’s ability to export wheat. Because Ukraine accounts for approximately 10% of the world’s wheat exports and Russia accounts for approximately 16% of the world’s wheat exports, the continuation of the war between Ukraine and Russia could continue to negatively impact the availability of wheat on the international market, which could in turn affect our ability to obtain raw materials or result in substantial increases in prices of raw materials, which could have a material adverse effect upon our business.

FAHL has not purchased, and has no contracts to purchase raw materials from either Ukraine or Russia in 2022. FAHL has also in recent years diversified its sources of supply, and purchases most of its raw materials from European countries, as well as Argentina and Brazil. The Company believes that as a result, it will have adequate sources of supply of raw materials for the 2022 calendar year. Although wheat prices have continued to rise since the beginning of 2022, the Company has not determined at this time that there is a clear trend that prices will continue to increase at the same pace for the remainder of 2022. Moreover, because its products are staple food products, the Company believes it will be able to increase prices in other markets to offset currently anticipated changes in raw material and logistic costs in 2022.

Because the Company does not currently have any business operations in Russia and is not purchasing raw materials from suppliers in Russia in 2022, the sanctions regime imposed upon Russia does not currently directly impact the Company’s business.

Key Components of Results of Operations

Net sales, cost of goods sold and gross profit figures are calculated with the following method:

Net sales: Total consolidated sales;

Cost of goods sold: includes cost of raw materials, cost of freight, cost of foreign exchange and cost of improvements used in the production; and

Gross profit: the difference between net sales and cost of goods sold.

The key components of our results of operation are:

Price of raw materials, which is affected by many factors, including global and regional supply, which in turn is impacted by factors such as weather conditions, local planting decisions, crop failure, reduced harvests, governmental policies (including both tariffs and subsidies), and other agricultural conditions, as well as local, regional, and international demand. The price of raw materials almost doubled in 2021, when compared to 2020 because of bad weather conditions in Europe and Canada and because of the War in Ukraine, which dramatically reduced the quantity of wheat available on the international market. The cost of wheat is almost 90% of the total cost in our business and therefore fluctuations in the price of wheat has a direct impact on our performance. This cost can be heavily affected by geopolitical situations, like the war in Ukraine. The cost of raw material also depends on freight cost and currency exchange rate fluctuations.

Industrial cost. The crushing cost is the second main factor affecting our performance. This cost includes equipment, labor and interest expense. To execute our business model, we have to maintain this cost below 30 USD per ton produced. To achieve this performance, we have to monitor energy, equipment usage, logistics, human resources and financial cost.

Our Results of Operations depends primarily on the cost of raw materials and on our industrial cost.

In our business, we import most of our raw materials from Europe, South America, the Black Sea region and Canada (for durum). Morocco produces some wheat, but the quality is generally not sufficient for industrial usage and therefore we have to mix it with the wheat we import. The variation of the cost of raw materials among these countries has a huge impact on our business and can explain the changes in the results of operation from period to period.

Industrial cost is the second main component of our results of operation. The main components of our industrial costs include human resources, cost of equipment, maintenance, power consumption and financial cost. We launched a successful restructuring plan in 2018 to reduce our industrial cost that reduced the industrial cost by 40% over the last three years. The main economy went from a large decrease of human resource cost (1200 employees in 2018 vs 700 employees in 2022) and a large decrease of logistics cost (we outsourced our logistics).

Results of Operations

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

The following table presents our condensed unaudited interim consolidated results of operations for the six months ended June 30, 2022 and 2021:

Net sales increased 28.1% to $155.0 million for the six-month period ended June 30, 2022 compared to $121.0 million for the same period in 2021, due to increased sales primarily in our market share in Morocco.

Cost of goods sold increased 33.4% to $139.9 million for the six-month period ended June 30, 2022 compared to $104.9 million for the same period in 2021 as a result of higher volume of commodities acquired and an increase in the average global price of wheat in 2022 compared to 2021.

Gross profit decreased 6.2% to $15.1 million for the six-month period ended June 30, 2022 compared to $16.1 million for the same period in 2021, primarily driven by an increase in the cost of raw materials, freight changes, and changes in the foreign currency markets.

SG&A expenses were $14.7 million for the six-month period ended June 30, 2022 compared to $10.9 million for the same period in 2021, an increase of 35.2%. SG&A expenses increased for the six-months ended June 30, 2022 as a result of an increase in personnel costs and the impact of new business acquisitions.

Other income (expenses) – Other expenses increased to $7.1 million for the six-month period ended June 30, 2022 compared to $4.1 million for the same period in 2021, with the increase in expenses attributable to the increase in interest expense when compared period over period due to the increase in debt on hand as of June 30, 2022 when compared to June 30, 2021.

Segments

The following table presents revenue and operating income by segment for the six months ended June 30, 2022 and 2021:

Net sales of soft wheat products increased 42.2% to $115.9 million for the six-month period ended June 30, 2022 compared to $81.4 million for the same period in 2021, due to increased volume and increased selling prices primarily in Morocco.

Net sales of durum wheat products decreased 10.7% to $22.3 million for the six-month period ended June 30, 2022 compared to $25.0 million for the same period in 2021, due to a decrease in sales volume.

Net sales of couscous and pasta products increased 15.7% to $16.8 million for the six-month period ended June 30, 2022 compared to $14.5 million for the same period in 2021, due to increased sales volume and increased selling prices primarily in Morocco.

Liquidity and Capital Resources

Working Capital and Working Capital Facilities. Working capital deficits were $84.6 million and $85.3 million at June 30, 2022 and December 31, 2021, respectively.

FG has revolving working capital credit lines available in the amount of $57.0 million and $80.0 million as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, FG had borrowed $50.8 million and had unused availability of $6.2 million under such credit lines. As of December 31, 2021, FG had borrowed $79.5 million and had unused availability of $0.5 million under such credit lines. FG has also entered into credit agreements for asset-based credit facilities in order to fund wheat raw material purchases (“Wheat Credit Facilities”). The Wheat Credit Facilities provide the ability to borrow funds under consolidated lines of credit of up to approximately $127.0 million as of June 30, 2022 and $99.3 million as of December 31, 2021. The Wheat Credit Facilities are secured by the Company’s inventory. The Wheat Credit Facilities must be renewed on a semi-annual basis. As of June 30, 2022, FG had borrowed $126.5 million under the Wheat Credit Facilities, with unused availability of approximately $0.5 million.

As of June 30, 2022, FG has, in addition to its obligations under the working capital credit lines and the Wheat Credit Facilities, $5.5 million in lease obligations. FG believes it has sufficient capital available to it to fulfill such obligations.

Cash, Cash Equivalents, and Restricted Cash – Cash, cash equivalents, and restricted cash were $36.3 million and $14.4 million at June 30, 2022 and December 31, 2021, respectively. Cash balances are managed in accordance with our investment policy, the objectives of which are to preserve the principal value of our cash assets, maintain a high degree of liquidity and deliver competitive returns subject to prevailing market conditions.

The June 30, 2022 restricted cash balance of $15.6 million consisted of cash maintained in escrow related to FPAs. The cash will be released upon: (i) sale of the underlying shares by the FPA-holding stockholders into the open market, thus relieving the Company of its contingent liability to repurchase the respective shares, in which case the cash is released to the Company; or (ii) the FPA-holding stockholders exercising their rights to put the respective shares to the Company, in which case the cash is released to the FPA holders.

Trade accounts receivable, net - Trade accounts receivable, net were $28.8 million and $32.3 million at June 30, 2022 and December 31, 2021, respectively.

Inventories - Inventories were $55.8 million and $37.6 million at June 30, 2022 and December 31, 2021, respectively.

FG incurred losses and had an accumulated deficit of $91,795 and $83,550 at June 30, 2022 and December 31, 2021, respectively. Historically, FG’s primary sources of liquidity have been cash and cash equivalents, cash flows from operations, and cash flows from financing activities, including funding under credit agreements.

We believe that cash on hand, as well as proceeds from anticipated debt offerings will provide sufficient liquidity to fund operations for at least one year after the date the financial statements are issued. However, there is no assurance that future funding will be available if and when required or on terms acceptable to FG. This projection is based on our current expectations regarding product sales, cost structure, cash burn rate and other operating assumptions.

COMMITMENTS AND CONTINGENCIES

FG has commitments with banks to finance its operating activities. FG has provided collateral and mortgages to banks of $25,464, as of June 30, 2022 and December 31, 2020. From time to time, FG is involved in litigation incidental to the conduct of its business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, FG records accruals for contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. Defense costs are expensed as incurred and are included in professional fees. While the outcome of lawsuits and other proceedings against FG cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits and other proceedings had or are expected to have a material effect on the consolidated financial statements in 2022 and 2021. As of the six months ended June 30, 2022, there were no lawsuits or other proceedings commenced against FG, that in the opinion of management, individually or in the aggregate, had or are expected to have a material effect on the consolidated financial statements of FG as of such date, and, no such lawsuits and other proceedings had or are expected to have a material effect on the consolidated financial statements.

Critical Accounting Policies and Estimates

Our accounting policies are more fully described in Note 2- Summary of Significant Accounting Policies to our consolidated financial statements included as part of this Report. As disclosed in Note 2, the preparation of financial statements in conformity with GAAP requires management to make substantial judgment or estimation in their application that may significantly affect reported amounts in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

Revenue Recognition – FG follows a policy of recognizing revenue at a single point in time when it satisfies its performance obligation by transferring control over a product or service to a customer. The majority of FG’s contracts with customers have one performance obligation and a contract duration of one year or less. FG applies the practical expedient in Accounting Standards Codification (“ASC”) paragraph 606-10-50-14 of ASC Topic 606, Revenue from Contracts with Customers and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Trade discounts or volume rebates are recognized as a deduction in revenue. No payment terms beyond one year are granted at contract inception.

Revenue related to the sale of goods and equipment is measured based on consideration specified in a contract with a customer. FG recognizes revenue from these contracts at a point in time when it satisfies a performance obligation by transferring control of a product to a customer, generally when legal title and risks and rewards transfer to the customer. Sales terms typically provide for transfer of title at the time and point of delivery and acceptance of the product being sold.

Amounts received from customers prior to revenue recognition on a contract are recorded as contract liabilities on the consolidated balance sheets.

Shipping and Handling Costs – Shipping and handling costs related to contracts with customers for the sale of goods are accounted for as a fulfillment activity and are included in cost of sales. Accordingly, amounts billed to customers for such costs are included as a component of revenues.

Taxes Collected from Customers and Remitted to Governmental Authorities – FG does not include taxes assessed by governmental authorities that are (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers, in the measurement of transactions prices or as a component of revenues and cost of sales.

Accounts Receivable and Allowances for Credit Losses – We provide credit terms to customers in-line with industry standards, perform ongoing credit evaluations of our customers, and maintain allowances for potential credit losses based on historical experience recorded. We analyze the aging of customer accounts, customer concentrations, customer creditworthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for credit losses. Customer balances are written off after all collection efforts are exhausted. Estimated product returns, which have not been material, are deducted from sales at the time of shipment.

Other Receivables – Other receivables include government subsidies for the production and sale of flour. The Moroccan government provides a fixed subsidy based on production and customer. Subsidies are paid by the Moroccan government twice a year based on sales of flour for the previous six months. The Company records the flour subsidies as a credit against the related costs, that the subsidies were intended to offset, in the same periods that the costs were incurred within the consolidated statement of operations.

Income Taxes – The provision for income taxes includes income taxes currently payable in Morocco and local jurisdictions, and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. We account for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position is recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position, or the statute of limitations concerning such issues lapses.

Foreign Currency Translation and Transactions - FG’s functional currency is the Moroccan dirham, and its presentation currency is the United States Dollar (“USD”). The functional currency is translated into U.S. dollars for balance sheet accounts using currency exchange rates in effect as of the balance sheet date, and for revenue and expense accounts using a weighted-average exchange rate during the fiscal year. The transactions in foreign currency (that is a different currency than the functional currency of the entity) are converted at the exchange rate prevailing to the date of the transaction. The assets and liabilities denominated in foreign currencies are evaluated in the current period on the date of the closing or at the opening rate, when applicable. The translation adjustments are deferred as a separate component of equity in Accumulated other comprehensive income. Gains or losses resulting from transactions denominated in foreign currencies and intercompany debt that is not of a long-term investment nature are included in (Gain) loss on foreign currency exchange in the consolidated statements of operations and comprehensive income (loss).

Inventories - Inventories are stated at the lower of cost or net realizable value. FG ‘s inventory is valued using the weighted average cost method. The costs of finished goods inventories include raw materials, labor, and overhead costs.

Property, Plant, and Equipment - Property, plant, and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows:

Building improvements are depreciated over the shorter of the estimated useful life of the assets or the remaining useful life. Leasehold improvements are amortized over the shorter of their useful life or remaining lease term. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred.

We perform impairment tests when circumstances indicate that the carrying value of an asset may not be recoverable. Indicators of impairment include deteriorations in operating cash flows, the anticipated sale or disposal of an asset group, and other significant changes in business conditions. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. FG’s assessment of recoverability of property, plant and equipment is performed on a reporting unit level. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of such asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.

Goodwill and Other Intangible Assets - Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows:

Recognized intangible assets, exclusive of goodwill, are amortized over the useful lives of the assets unless that life is determined to be indefinite. All of our intangible assets, exclusive of goodwill, are finite lived. All amortization expense related to intangible assets is recorded in selling, general, and administrative expense in the consolidated statements of operations. Intangible assets with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows.

Goodwill is evaluated annually in the fourth quarter or more frequently, if events or changes in circumstances require an interim assessment. We assess goodwill for impairment (as of December 31) at the reporting unit level using income and market approaches, employing significant assumptions regarding growth, discount rates, and profitability at each reporting unit. Our estimates under the income approach are determined based on a discounted cash flow model. The market approach uses a market multiple methodologies employing earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and applies a range of multiples to those amounts in determining the indicated fair value. In determining the multiples used in this approach, we obtain the multiples for selected peer companies using the most recent publicly available information. In determining the indicated fair value of each reporting unit, FG concludes based on the income approach, and uses the market approach to corroborate, as FG believes the income approach is the most reliable indicator of the fair value of the reporting units. The resulting value is then compared to the carrying value of each reporting unit to determine if impairment is necessary.

Recent Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance, which improves the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements. This guidance is effective for the Company’s interim and annual reporting periods beginning after December 15, 2021. Adoption of the guidance had no impact on FG’s results of operations, balance sheet, or cash flows.