0001843248 false 0001843248 2023-06-09 2023-06-09 0001843248 GSD:UnitsEachConsistingOfOneShareOfClassCommonStock0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2023-06-09 2023-06-09 0001843248 GSD:SharesOfClassCommonStockIncludedAsPartOfUnitsMember 2023-06-09 2023-06-09 0001843248 GSD:RedeemableWarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member 2023-06-09 2023-06-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): June 9, 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: (740) 229-0829

 

____________

(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 June 9, 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 June 9, 2023 to July 9, 2023.

 

Pursuant to the Note, the Sponsor has agreed to loan to the Company $83,947 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 June 9, 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:

 

Exhibit
No.		  

Description of Exhibits

   
4.1   Promissory Note, dated June 9, 2023
   
99.1   Press Release dated June 9, 2023
   
 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 2 
 

 

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: June __, 2023

 

 3 
 

 

Global Systems Dynamics (NASDAQ:GSD)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more Global Systems Dynamics Charts.
Global Systems Dynamics (NASDAQ:GSD)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more Global Systems Dynamics Charts.