secwatch / observer
8-K filed August 9, 2023, 7:59 PM ET CIK 0001843248
M&A confidence high sentiment neutral materiality 0.65

GSD extends DarkPulse merger deadline to Feb 2024; 866k shares redeemed for ~$9.5M

Global System Dynamics, Inc.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Global System Dynamics, Inc.: Extended the date by which the company must consummate a business combination up to six additional months, from August 9, 2023 to February 9, 2024 (effective 2023-08-09).

Change
charter amendment
Effective
2023-08-09
Exact text from the filing
On August 9, 2023, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination up to six times, each by an additional month, for an aggregate of six additional months (i.e. from August 9, 2023 up to February 9, 2024) or such earlier date as determined by the board of directors.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Global System Dynamics, Inc. amended Amendment No. 1 to the Business Combination Agreement with DarkPulse, Inc. (effective 2023-08-08).

Action
amendment
Agreement
merger
Counterparty
DarkPulse, Inc.
Effective
2023-08-08
Exact text from the filing
On or about August 8, 2023, the parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment”) pursuant to which the parties agreed to extend the date by the parties must consummate the Business Combination, or otherwise have the right to terminate the Business Combination Agreement, from August 9, 2023 to February 9, 2024, without any right of extension.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Global System Dynamics, Inc. entered into Business Combination Agreement with DarkPulse, Inc. (effective 2022-12-14).

Action
entry
Agreement
merger
Counterparty
DarkPulse, Inc.
Effective
2022-12-14
Exact text from the filing
on December 14, 2022, Global System Dynamics, Inc., a Delaware corporation (the “Company”), entered into an Business Combination Agreement (as amended, and as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Zilla Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “Merger Sub”) and DarkPulse, Inc., a Delaware corporation (“DarkPulse”).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Global System Dynamics, Inc. shareholders approved To approve and adopt the Extension Amendment proposal. at the 2023-08-07 meeting.

Outcome
passed
Meeting
2023-08-07
Exact text from the filing
The final vote tabulation for each proposal is set forth below. Proposal 1. To approve and adopt the Extension Amendment proposal. For Against Abstained 3,291,918 36 1
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Global System Dynamics, Inc. shareholders approved To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment proposal. at the 2023-08-07 meeting.

Outcome
passed
Meeting
2023-08-07
Exact text from the filing
Proposal 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment proposal. For Against Abstained 3,288,034 3,920 1
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001663577-23-000376
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