Current Report Filing (8-k)
February 10 2023 - 4:35PM
Edgar (US Regulatory)
0001843248
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0001843248
2023-02-07
2023-02-07
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February
7, 2023
Global System Dynamics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-40707 |
86-1458374 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
|
|
|
815
Walker Street, Ste. 1155
Houston, TX |
77002 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (703) 287-5800
|
____________
(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| |
|
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| |
|
|
|
|
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting of one share of
Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
|
|
GSDWU |
|
The
Nasdaq Stock Market LLC |
Shares of Class A common stock included
as part of the units |
|
GSD |
|
The
Nasdaq Stock Market LLC |
Redeemable warrants included as part
of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
GSDWW |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| |
Item 1.01 |
Entry Into A Material Definitive Agreement. |
On February 7, 2023, Global
System Dynamics, Inc., a Delaware corporation (“GSD” or the “Company”), issued a promissory note
(the “Note”) in the aggregate principal amount of $83,947 to DarkPulse, Inc., a Delaware corporation, the sponsor of
the Company (the “Sponsor”), in connection with the extension of the termination date for the Company’s initial
business combination (the “Initial Business Combination”) from February 9, 2023 to March 9, 2023.
Pursuant to the Note, the
Sponsor has agreed to loan to the Company $83,947.13 to deposit into the Company’s trust account. The Note bears no interest and
is repayable in full upon the earlier of (i) the date on which the Company consummates its Initial Business Combination, and (ii) the
date that the winding up of the Company is effective.
The issuance of the Note
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description
is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by
reference.
| |
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| |
Item 7.01 |
Regulation FD Disclosure. |
On February 10, 2023, the
Company issued a press release which announced the extension of the termination date of the Initial Business Combination.
The furnishing of the press
release is not an admission as to the materiality of any information therein. The information contained in the press release is summary
information that is intended to be considered in the context of more complete information included in the Company’s filings with
the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and
may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information
contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be
made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information in this Item
7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by
reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
| |
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Global System Dynamics, Inc
/s/ Rick Iler
Rick Iler
Principal Executive Officer, Chief Financial Officer and Secretary
Date: February 10, 2023
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