QUÉBEC, Feb. 2, 2026 /PRNewswire/ - Devonian Health Group Inc. ("Devonian" or the "Company") (TSXV: GSD) (OTCQB: DVHGF), a clinical stage corporation focused on developing unique solutions to fibroinflammatory diseases, is pleased to announce that it has appointed Dennis Turpin as Chief Financial Officer of the Company, effective today. Mr. Turpin currently serves and will remain on the Board of Directors of the Company. Before his appointment as Chief Financial Officer, he also served as Chair of the Audit ...

Core Insights - Devonian Health Group Inc. has published a peer-reviewed article in Biomedicines highlighting the anti-inflammatory properties of its lead pharmaceutical candidate, Thykamine™ [1][2] - The study demonstrates that Thykamine™ exhibits greater potency in inhibiting inflammatory markers compared to six widely prescribed anti-inflammatory drugs [3][4] - Thykamine™ is positioned as a promising candidate for treating chronic inflammatory conditions due to its favorable safety profile and multi-target efficacy [4][6] Company Overview - Devonian Health Group Inc. specializes in developing prescription drugs for fibroinflammatory diseases and has a focus on unmet medical needs in autoimmune inflammatory conditions [10] - The company’s first pharmaceutical product, Thykamine™, is derived from its SUPREX™ platform and has shown efficacy in treating conditions like ulcerative colitis and atopic dermatitis [8][10] - Devonian is publicly traded on the TSX Venture Exchange and OTCQB Venture Market, and it operates a state-of-the-art extraction facility in Québec, Canada [12]

Core Viewpoint - Devonian Health Group Inc. is actively engaging with institutional investors and has announced a non-brokered private placement to support its operations and research activities [1][4][5]. Group 1: Company Presentation - Dr. André Boulet, the Chairman and CEO of Devonian, will present at the ThinkEquity Conference on October 30, 2025 [1][8]. - The conference aims to connect institutional investors, analysts, and growth-oriented companies for presentations and networking [2]. Group 2: Private Placement Details - Devonian has completed a non-brokered private placement, raising gross proceeds of $334,500.33 through the issuance of 1,967,649 units at a price of $0.17 per unit [4][5]. - Each unit consists of one common share and one share purchase warrant, with the warrant allowing the purchase of one share at the same price for 24 months [4][6]. - The funds raised will primarily be allocated to working capital for corporate overhead and research and development activities [5]. Group 3: Regulatory and Financial Information - A cash finder's fee of $14,166.68 was paid in connection with the offering, and the issued shares and warrants are subject to a four-month hold period ending on February 23, 2026 [6]. - The offering is pending final approval from the TSX Venture Exchange [6].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $265,547, primarily due to operating costs of $353,194 and provision for income taxes of $29,918, partially offset by interest earned from the Trust Account of $117,565 [160]. - For the nine months ended September 30, 2023, the company reported a net loss of $670,061, primarily due to operating costs of $1,357,955 and income tax provisions of $172,730, partially offset by interest earned from the Trust Account of $860,624 [161]. - Cash used in operating activities for the nine months ended September 30, 2023, was $323,054, with a net loss impacted by interest earned from the Trust Account and changes in operating assets and liabilities providing $1,207,631 [164]. - As of September 30, 2023, the company had no cash in its operating bank account and a working capital deficit of approximately $4,717,286 [168]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023 [172]. Business Combination and Governance - The company has extended the deadline to complete a business combination from August 9, 2023, to February 9, 2024, allowing for up to six additional months for completion [156]. - The company entered into a Business Combination Agreement with DarkPulse, Inc., which will be executed through a merger, with DarkPulse becoming a wholly owned subsidiary [150]. - The company’s sponsor, DarkPulse, aims to leverage the business combination to access new capital sources and enhance market visibility [145]. - The company has issued notes to the sponsor totaling $1,049,248, with additional smaller amounts, to extend the termination date for the business combination [149]. - The company has until December 9, 2023, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed [171]. - The company has undergone changes in its board of directors, with new appointments and resignations impacting governance [142][144]. Shareholder Actions and Meetings - Approximately 87% of outstanding Public Shares were redeemed for cash at a redemption price of approximately $10.42 per share, totaling an aggregate redemption amount of approximately $95,356,719 [154]. - Following the first extension, approximately $14,128,405 remained in trust with 1,343,154 Public Shares outstanding [154]. - A total of 10,079,383 shares (75.64%) were present at the Special Meeting to approve the extension amendment, with over 65% voting in favor [151]. Costs and Expenses - Transaction costs related to the IPO and partial over-allotment amounted to $6,265,859, including $3,672,368 of deferred underwriting commissions [167]. - The company plans to continue incurring monthly fees of $10,000 for general and administrative services until the completion of the initial Business Combination or liquidation [174]. - As of September 30, 2023, there are no Working Capital Loans outstanding, but there are non-interest-bearing advances due to the Sponsor amounting to $841,818 [169].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $295,396, primarily due to operating costs of $426,089 and provision for income taxes of $26,287, partially offset by interest earned from the Trust Account of $156,980 [160]. - For the six months ended June 30, 2023, the company reported a net loss of $404,514, primarily due to operating costs of $1,004,761 and income tax provisions of $142,812, partially offset by interest earned from the Trust Account of $743,059 [161]. - Cash used in operating activities for the six months ended June 30, 2023, was $323,000, with a net loss impacted by interest earned from the Trust Account and changes in operating assets and liabilities providing $824,573 [164]. - As of June 30, 2023, the company had a working capital deficit of approximately $4,095,576 and only $53 in cash in its operating bank account [168]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [172]. - The company will not generate any operating revenues until after the completion of its initial Business Combination [163]. Business Combination - The company has extended the deadline to complete a business combination from August 9, 2023, to February 9, 2024, allowing for up to six additional months for completion [156]. - The company entered into a Business Combination Agreement with DarkPulse, Inc., which will be executed through a merger, with DarkPulse becoming a wholly owned subsidiary [150]. - A total of 10,079,383 shares (75.64%) voted in favor of extending the time to complete a business combination, with more than 65% voting for approval [151]. - The company has until December 9, 2023, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if this is not achieved [171]. Financial Arrangements - The company has issued notes to the sponsor totaling $1,049,248, with additional smaller amounts, to extend the termination date for the Business Combination [149]. - The company issued a Convertible Promissory Note of $1,150,000 to the New Sponsor, with $1,049,248 borrowed under this loan as of June 30, 2023 [175]. - Monthly fees of $10,000 are payable to the New Sponsor for general and administrative services until the completion of the initial Business Combination or liquidation [174]. Shareholder Actions - Approximately 87% of outstanding Public Shares were redeemed for cash at a redemption price of approximately $10.42 per share, totaling an aggregate redemption amount of approximately $95,356,719 [154]. - Following the first extension, approximately $14,128,405 remained in trust with 1,343,154 Public Shares outstanding [154]. Strategic Focus - The company’s sponsor, DarkPulse, aims to leverage the business combination to access new capital sources and enhance market visibility [145]. - The company is focusing on industries that complement its management team's background, particularly in farming and national security sectors [139]. Transaction Costs - Transaction costs related to the IPO and partial over-allotment amounted to $6,265,859, including $3,672,368 of deferred underwriting commissions [167]. - Cash provided by investing activities was $95,251,557, primarily from interest withdrawal from the Trust Account [164].

Financial Position - As of March 31, 2023, total assets amounted to $14,491,687, a significant decrease from $109,158,375 as of December 31, 2022[15] - Total current liabilities rose to $3,700,387 as of March 31, 2023, compared to $1,947,671 as of December 31, 2022, representing an increase of 89.9%[15] - The company had a stockholders' deficit of $6,885,886 as of March 31, 2023, compared to a deficit of $5,216,953 as of December 31, 2022, reflecting an increase in the deficit[15] - As of March 31, 2023, the Company reported a working capital deficit of approximately $3.21 million, with only $485 in cash available[51] - As of March 31, 2023, the Company had $14,411,751 in the Trust Account, down from $109,099,978 as of December 31, 2022[65] Operating Performance - The company reported a net loss of $109,118 for the three months ended March 31, 2023, compared to a net loss of $388,604 for the same period in 2022, indicating a reduction in losses[17] - Operating costs increased to $578,672 for the three months ended March 31, 2023, up from $391,244 in the same period of 2022, reflecting a 47.9% increase[17] - The basic and diluted net loss per Class A redeemable share was $0.02 for the three months ended March 31, 2023, compared to $0.03 for the same period in 2022[17] - The company generated net cash used in operating activities of $93,476 for the three months ended March 31, 2023, compared to $459,410 for the same period in 2022, indicating improved cash management[24] Trust Account and Investments - The Company has $107,023,296 deposited in a Trust Account, which is invested in U.S. government securities[35] - The Company has outstanding obligations of $1,049,248 under a Convertible Promissory Note for an extension of the business combination deadline[53] Business Combination and Extensions - The Company extended the deadline to complete a Business Combination by up to six months, now due by August 9, 2023[36] - The Company must complete a Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[34] - The Company has until September 9, 2023, or February 9, 2024, to complete a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed by these dates[54] - Stockholders voted to approve a Second Extension Amendment, allowing the Company to extend the deadline for completing a business combination up to six additional months, until February 9, 2024[137][138] Shareholder Activity - The Company redeemed 9,149,326 Public Shares for a total of $95,356,719 on January 31, 2023[62] - Approximately 65% of outstanding Public Shares were redeemed for cash at a price of approximately $10.97 per share, totaling an aggregate redemption amount of approximately $9,501,728[139] - Stockholders holding 866,088 Public Shares (approximately 65% of outstanding Public Shares) redeemed their shares for cash at a redemption price of approximately $10.97 per share, totaling approximately $9,501,728[162] Internal Controls and Compliance - Management identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient written policies[182] - The Company plans to enhance internal controls by appointing additional qualified personnel and adopting sufficient written policies during the fiscal year ending December 31, 2023[183] - The Company’s disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control over financial reporting[181] IPO and Financing - The Company completed its IPO on August 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units at $10.00 per unit[30] - The Company incurred transaction costs related to the IPO totaling $6,265,859, which included deferred underwriting commissions and other offering costs[32] - The underwriters are entitled to a deferred underwriting discount of $0.35 per unit, totaling $3,672,368, payable only if the Company completes a Business Combination[94] Tax and Legal Matters - The Company recorded an excise tax liability of $953,567 as of March 31, 2023, calculated as 1% of shares redeemed[62] - The Company had no unrecognized tax benefits and no amounts accrued for interest and penalties related to unrecognized tax benefits[75] - The Company has not disclosed any legal proceedings as of the date of the report[186]

IPO and Trust Account - The Company completed its IPO on August 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units at $10.00 per unit[103]. - Following the IPO, $107,023,296 was deposited in a Trust Account, which is invested in U.S. government securities[107]. - The Company must complete an Initial Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[106]. - The Company has broad discretion in applying the net proceeds from the IPO, primarily towards the Initial Business Combination[106]. - The amount in the Trust Account was approximately $10.39 per public share as of January 31, 2023, and approximately $10.43 as of March 31, 2023[212]. - The Trust Account must have net tangible assets of at least $5,000,001 at the time of the Initial Business Combination, which cannot be waived[250]. Business Combination Agreement (BCA) - The company entered into a Business Combination Agreement (BCA) with DarkPulse, with an Equity Value of $116,518,357.65[133]. - The BCA includes customary representations and warranties, and the parties are bound by certain covenants during the period leading to the closing[139]. - The company must have at least $5,000,001 of net tangible assets immediately after the Effective Time as a condition for the Business Combination[141]. - The BCA may be terminated at any time after the Termination Date of August 9, 2023, unless extended[270]. - The BCA restricts the ability to enter into a business combination with another party, potentially disadvantaging the company in finding alternative targets[274]. Redemption and Stockholder Rights - The Company will provide public stockholders the opportunity to redeem shares at approximately $10.20 per share upon completion of the Initial Business Combination[108]. - Approximately 87% of outstanding Public Shares (9,149,326 shares) were redeemed at a price of approximately $10.39 per share, totaling an aggregate redemption amount of approximately $95,061,497[148]. - Following redemptions, approximately $14,038,481 remained in trust, with 1,343,154 Public Shares still outstanding[148]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the IPO without prior consent[222]. - If the Initial Business Combination is not completed, public stockholders who elected to redeem their shares will not be entitled to redeem them for a pro rata share of the Trust Account[228]. Financial Position and Funding - The company has no operating revenues and is classified as a "shell company" with nominal assets primarily in cash[100]. - The company has issued notes to the Sponsor totaling $1,049,248, with repayment due upon consummation of the Business Combination[131]. - As of April 30, 2023, the company has non-interest-bearing advances due to the New Sponsor amounting to $998,677[132]. - The company may seek additional funds through a private offering of debt or equity securities to complete its Initial Business Combination[192]. - The company expects to fund costs associated with dissolution from remaining proceeds outside the Trust Account, but cannot assure sufficient funds will be available[235]. Management and Governance - The Compensation Committee has agreed to compensate the sole executive officer and board members with $10,000 monthly starting October 2022[126]. - Indemnity agreements have been established to protect officers and directors, which may discourage stockholder lawsuits against them[128]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[258]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion[260]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the Initial Business Combination[257]. Acquisition Strategy - The company aims to acquire businesses in the farming and national securities industries, with a minimum fair value requirement of $82 million for target businesses[157]. - The management team has developed a broad network of contacts to identify potential acquisition opportunities in the farming and agricultural sectors[168]. - Over 50 potential target companies were evaluated from the IPO closing in August 2021 until the Sponsor's sale of interests in October 2022[170]. - The Board approved developing criteria for merger candidates that include both the farming and national security industries[175]. - The company intends to focus its search for an Initial Business Combination in a single industry, which may limit diversification[200]. Compliance and Regulatory Issues - The company is subject to competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[251]. - Nasdaq notified the company of a deficiency due to the Market Value of Listed Securities (MVLS) being below the $35 million minimum requirement for 30 consecutive business days[286]. - The company has until October 2, 2023, to regain compliance with the MVLS requirement, with the possibility of extending this compliance date[287]. - The company may face significant adverse consequences if it fails to meet continued listing requirements, including limited market quotations and decreased ability to issue additional securities[292]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2022, as mandated by the Sarbanes-Oxley Act[257].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $39,412, primarily from interest earned of $392,826, offset by operating costs of $353,414[100]. - For the nine months ended September 30, 2022, the company experienced a net loss of $630,643, with operating costs totaling $1,073,750 and interest earned of $443,107[100]. Liquidity and Capital Structure - As of September 30, 2022, the company had $23,519 in cash and working capital of $239,551, indicating a decrease in liquidity[106]. - The company raised gross proceeds of $4,924,800 from the IPO and an additional $98,496 from the sale of Private Warrants[103]. - Transaction costs related to the IPO and over-allotment amounted to $6,265,859, including $3,672,368 in deferred underwriting commissions[104]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2022[108]. Business Operations and Future Outlook - The company has until February 9, 2023, to complete an Initial Business Combination, with substantial doubt about its ability to continue as a going concern if unsuccessful[107]. - Monthly fees of $10,000 are payable to the New Sponsor for general and administrative services until the completion of the Initial Business Combination or liquidation[109]. - The company does not expect to generate operating revenues until after the completion of its Initial Business Combination[102]. - The adoption of ASU 2020-06 did not impact the company's unaudited condensed financial statements[111].

Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $281,451, and for the six months ended June 30, 2022, the net loss was $670,055, primarily due to operating costs and search for a target for the initial Business Combination[99]. - The company reported unaudited condensed balance sheets as of June 30, 2022, and December 31, 2021, indicating financial stability[126]. - For the three months ended June 30, 2022, the company provided unaudited statements of operations, highlighting key performance metrics[126]. - The company recorded significant changes in stockholders' equity for the six months ended June 30, 2022, compared to the same period in 2021[126]. - Cash flow statements for the six months ended June 30, 2022, show the company's liquidity position and operational cash generation[126]. - The report includes notes to the unaudited condensed financial statements, providing additional context on financial performance[126]. Liquidity and Capital Structure - The company had $68,886 in cash in its operating bank account and working capital of $305,761 as of June 30, 2022, indicating a decrease in liquidity compared to previous periods[104]. - The company completed its IPO on August 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 Units at $10.00 per Unit, along with the sale of 4,200,000 Private Warrants at $1.00 each[101]. - Transaction costs related to the IPO and partial over-allotment amounted to $6,265,859, which included $3,672,368 of deferred underwriting commissions[102]. - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to the Sponsor for general and administrative services[107]. - As of June 30, 2022, the company had no off-balance sheet arrangements or obligations[106]. Internal Controls and Remediation - The company identified a material weakness in its internal control over financial reporting related to the accounting for complex financial instruments, affecting its financial disclosures[115]. - Management believes that the unaudited condensed financial statements fairly present the company's financial position despite the identified material weaknesses[118]. - The company is actively working on a remediation plan to address the identified material weaknesses in its financial reporting processes[119]. Business Combination Timeline - The company has until November 9, 2022, to consummate an Initial Business Combination, with a potential extension to February 9, 2023, if the option is exercised[105].

PART I FINANCIAL INFORMATION This section presents the company's unaudited financial statements, management's analysis, market risk, and internal controls [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents Gladstone Acquisition Corporation's unaudited condensed financial statements and notes for Q1 2022 [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031%2C%202022%20%28unaudited%29%20and%20December%2031%2C%202021) This table presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2022 | | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $310,074 | $769,484 | | Prepaid expenses | $409,753 | $426,357 | | Total Current Assets | $719,827 | $1,195,841 | | Prepaid expenses – non-current portion | — | $39,110 | | Cash held in trust account | $107,031,377 | $107,028,738 | | Total Assets | $107,751,204 | $108,263,689 | | **Liabilities and Stockholders' Deficit** | | | | Accounts payable and accrued expenses | $140,681 | $252,894 | | Due to related party | $15 | $11,683 | | Total Current Liabilities | $140,696 | $264,577 | | Deferred underwriting discount | $3,672,368 | $3,672,368 | | Total Liabilities | $3,813,064 | $3,936,945 | | Class A Common Stock subject to possible redemption | $107,023,296 | $107,023,296 | | Total Stockholders' Deficit | $(3,085,156) | $(2,696,552) | | Total Liabilities and Stockholders' Deficit | $107,751,204 | $108,263,689 | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20three%20months%20ended%20March%2031%2C%202022%20%28unaudited%29%20and%20for%20the%20period%20from%20January%2014%2C%202021%20%28inception%29%20through%20March%2031%2C%202021%20%28unaudited%29) This table details the company's revenues, expenses, and net loss for the three months ended March 31, 2022 | | For the Three Months ended March 31, 2022 | For the period from January 14, 2021 (inception) to March 31, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $391,244 | $688 | | Loss from operations | $391,244 | $688 | | Interest earned from Trust Account | $2,640 | — | | Total other income | $2,640 | — | | Net loss | $(388,604) | $(688) | | Basic and diluted net loss per share, Class A redeemable shares | $(0.03) | — | | Basic and diluted net loss per non-redeemable share | $(0.03) | $(0.00) | [Condensed Statements of Changes in Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29%20for%20the%20three%20months%20ended%20March%2031%2C%202022%20%28unaudited%29%20and%20for%20the%20period%20from%20January%2014%2C%202021%20%28inception%29%20through%20March%2031%2C%202021%20%28unaudited%29) This table outlines changes in the company's stockholders' equity (deficit) for the three months ended March 31, 2022 | | Class A Common Stock | | Class B Common Stock | | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2021 | 209,850 shares, $21 | 2,623,120 shares, $263 | $— | $(2,696,836) | $(2,696,552) | | Net loss | — | — | — | $(388,604) | $(388,604) | | Balance as of March 31, 2022 (Unaudited) | 209,850 shares, $21 | 2,623,120 shares, $263 | $— | $(3,085,440) | $(3,085,156) | | **For the period from January 14, 2021 (inception) to March 31, 2021** | | | | | | | | | Balance as of January 14, 2021 (inception) | — | — | $— | $— | $— | | Issuance of Class B Common Stock to Sponsor | — | 2,875,000 shares, $288 | $24,712 | — | $25,000 | | Net loss | — | — | — | $(688) | $(688) | | Balance as of March 31, 2021 (Unaudited) | — | 2,875,000 shares, $288 | $24,712 | $(688) | $24,312 | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20three%20months%20ended%20March%2031%2C%202022%20%28unaudited%29%20and%20for%20the%20period%20from%20January%2014%2C%202021%20%28inception%29%20through%20March%2031%2C%202021%20%28unaudited%29) This table presents the company's cash flows from operating, investing, and financing activities for Q1 2022 | | For the Three Months ended March 31, 2022 | For the period from January 14, 2021 (inception) to March 31, 2021 | | :--- | :--- | :--- | | **Cash flows from operating activities:** | | | | Net loss | $(388,604) | $(688) | | Interest earned on cash and Treasury securities held in Trust Account | $(2,640) | — | | Decrease in prepaid expenses | $55,714 | — | | (Decrease) in due to related party | $(11,668) | — | | (Decrease) in accounts payable and accrued expenses | $(112,212) | $(233,767) | | Net cash used in operating activities | $(459,410) | $(234,455) | | **Cash flows from financing activities:** | | | | Proceeds from sale of Common Stock to Sponsor | — | $25,000 | | Proceeds from issuance of promissory note to related party | — | $250,000 | | Net cash provided by financing activities | — | $275,000 | | Net change in cash | $(459,410) | $40,545 | | Cash, beginning of period | $769,484 | — | | Cash, end of period | $310,074 | $40,545 | | **Supplemental Disclosure of Non-Cash Activities:** | | | | Accrued deferred offering cost | — | $208,411 | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28unaudited%29) This section provides detailed explanations and disclosures for the condensed financial statements, covering policies and equity [Note 1 — Organization and Business Operations](index=7&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) This note describes Gladstone Acquisition Corporation's formation as a SPAC, IPO, and going concern status - Gladstone Acquisition Corporation is a **blank check company (SPAC)** incorporated on **January 14, 2021**, formed to pursue a Business Combination, with an intent to focus on the **farming and agricultural sectors**[18](index=18&type=chunk) - The company consummated its **IPO on August 9, 2021**, selling **10,000,000 units** at **$10.00 per unit**, and an additional **492,480 units** through a partial over-allotment exercise on **August 18, 2021**[22](index=22&type=chunk) - A total of **$107,023,296** from the IPO and private warrants was deposited into a **Trust Account**, to be invested in U.S. government securities or money market funds[27](index=27&type=chunk) - Management has determined there is **substantial doubt** about the company's ability to continue as a **going concern** due to **liquidity challenges** and the mandatory liquidation deadline if a Business Combination is not completed by **November 9, 2022** (or **February 9, 2023**, if extended)[37](index=37&type=chunk) [Note 2 — Significant Accounting Policies](index=9&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies applied in preparing the condensed financial statements - The financial statements are prepared in accordance with **US GAAP** for interim financial information and **Article 10 of Regulation S-X**, with certain disclosures condensed or omitted[38](index=38&type=chunk) - The company is an "**emerging growth company**" and has elected to use the extended transition period for complying with new or revised financial accounting standards[40](index=40&type=chunk)[42](index=42&type=chunk) - Class A Common Stock subject to possible redemption is classified as temporary equity at redemption value, in accordance with **ASC Topic 480**, "Distinguishing Liabilities from Equity"[48](index=48&type=chunk) - The company adopted **ASU 2020-06**, which simplifies accounting for certain financial instruments, effective **January 1, 2022**, on a full retrospective basis, with no material impact on the condensed financial statements[57](index=57&type=chunk) [Note 3 — Initial Public Offering](index=12&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details the consummation of the company's IPO, including units sold and proceeds generated - The IPO was consummated on **August 9, 2021**, with the sale of **10,000,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$100,000,000**[59](index=59&type=chunk) - An additional **492,480 over-allotment Units** were purchased on **August 18, 2021**, generating **$4,924,800**, bringing total gross IPO proceeds to **$107,023,296**[60](index=60&type=chunk) - The underwriters received **209,850 Representatives' Class A Shares** as payment for services, valued at approximately **$10.00 per share**[60](index=60&type=chunk) [Note 4 — Related Party Transactions](index=12&type=section&id=Note%204%20%E2%80%94%20Related%20Party%20Transactions) This note describes transactions with related parties, including stock purchases, loans, and administrative fees - The Sponsor purchased **2,875,000 shares** of Class B Common Stock for **$25,000** on **January 25, 2021**; **251,880 shares** were forfeited, resulting in **2,623,120 shares** outstanding as of **March 31, 2022**[61](index=61&type=chunk)[62](index=62&type=chunk) - The Sponsor loaned the Company up to **$300,000** for IPO expenses, which was non-interest bearing and repaid on **September 2, 2021**[65](index=65&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans** to finance Business Combination transaction costs, convertible into **Private Warrants** at **$1.00 per warrant** upon consummation of a Business Combination[66](index=66&type=chunk)[67](index=67&type=chunk) - The Company pays the Sponsor **$10,000 per month** for administrative services, with **$15** due as of **March 31, 2022**[68](index=68&type=chunk) [Note 5 — Commitments and Contingencies](index=13&type=section&id=Note%205%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's commitments and contingencies, including registration rights and deferred underwriting discount - Holders of Class B Common Stock, Representatives' Class A Shares, and Private Warrants are entitled to registration rights for resale of their securities[69](index=69&type=chunk) - Underwriters are entitled to a deferred underwriting discount of **$3,672,368**, payable from the Trust Account only upon completion of a Business Combination[72](index=72&type=chunk) - Representatives' Class A Shares (**209,850 shares**) were issued as underwriters' compensation, subject to transfer restrictions and waiver of redemption/liquidation rights[73](index=73&type=chunk)[74](index=74&type=chunk) [Note 6 — Stockholders' Equity](index=14&type=section&id=Note%206%20%E2%80%94%20Stockholders%27%20Equity) This note details the authorized and outstanding shares of common stock, voting rights, and warrant terms | Stock Class | Authorized Shares | Issued and Outstanding (March 31, 2022) | | :--- | :--- | :--- | | Preferred Stock | 1,000,000 | None | | Class A Common Stock | 200,000,000 | 209,850 (excluding redeemable shares) | | Class B Common Stock | 20,000,000 | 2,623,120 | - Class A and Class B Common Stock vote together as a single class, except Class B holders have exclusive voting rights for director elections prior to the initial Business Combination[78](index=78&type=chunk) - Class B Common Stock will automatically convert into Class A Common Stock upon consummation of the initial Business Combination, at a ratio ensuring it represents **20%** of the total outstanding Class A shares post-conversion, with a minimum **one-to-one conversion**[79](index=79&type=chunk)[80](index=80&type=chunk) - Public Warrants (**5,246,240 outstanding**) become exercisable on the later of Business Combination completion or **12 months from IPO**, expiring **five years after Business Combination**, and may be redeemed by the company under certain conditions[81](index=81&type=chunk)[83](index=83&type=chunk) - **Private Placement Warrants** (**4,298,496 outstanding**) have identical terms to Public Warrants but are not transferable until after the Business Combination, with limited exceptions[51](index=51&type=chunk)[86](index=86&type=chunk) [Note 7 — Subsequent Events](index=16&type=section&id=Note%207%20%E2%80%94%20Subsequent%20Events) This note confirms management's evaluation of subsequent events with no material adjustments or disclosures required - Management evaluated subsequent events up to the issuance date of the financial statements and concluded that no material subsequent events occurred requiring additional adjustment or disclosure[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operations, liquidity, and controls [Special Note Regarding Forward-Looking Statements](index=16&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights forward-looking statements and directs readers to risk factors for potential material differences - This Quarterly Report includes forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially from those expected[91](index=91&type=chunk) - Readers are directed to Item 1A "Risk Factors" in this report and the Annual Report on Form 10-K for important factors that could cause actual results to differ[91](index=91&type=chunk) [Overview](index=17&type=section&id=Overview) This section provides an overview of Gladstone Acquisition Corporation as a blank check company and its Business Combination goal - Gladstone Acquisition Corporation is a **blank check company** formed on **January 14, 2021**, to effect a Business Combination using proceeds from its IPO, capital stock, debt, or a combination[93](index=93&type=chunk) - The company expects to incur significant costs in pursuing acquisitions and cannot assure the successful completion of a Business Combination[94](index=94&type=chunk) [Results of Operations](index=17&type=section&id=Results%20of%20Operations) This section details the company's net loss for the three months ended March 31, 2022, and prior period - The company reported a net loss of **$388,604** for the three months ended **March 31, 2022**, primarily due to operating costs and the search for a target[95](index=95&type=chunk) - For the period from inception (**January 14, 2021**) to **March 31, 2021**, the net loss was **$688**, related to formation and operating costs[95](index=95&type=chunk) - The company will not generate operating revenues until after the completion of its initial Business Combination[95](index=95&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity, capital resources, IPO proceeds, and going concern challenges - The company consummated its IPO on **August 9, 2021**, raising **$100,000,000** from **10,000,000 Units**, plus an additional **$4,924,800** from over-allotment units and **$98,496** from private warrants[96](index=96&type=chunk) - Transaction costs related to the IPO and over-allotment amounted to **$6,265,859**, including deferred underwriting commissions, fair value of Representatives' Class A Shares, and other cash offering costs[97](index=97&type=chunk) | Metric | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash in operating bank account | $310,074 | $769,484 | | Working capital | $579,131 | $931,264 | - The company faces **substantial doubt** about its ability to continue as a **going concern** due to insufficient cash for operating costs and the mandatory liquidation deadline if a Business Combination is not completed by **November 9, 2022** (or **February 9, 2023**, if extended)[99](index=99&type=chunk)[100](index=100&type=chunk) [Off-Balance Sheet Arrangements](index=18&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of off-balance sheet arrangements as of March 31, 2022 - As of **March 31, 2022**, the company had no off-balance sheet arrangements, such as obligations, assets, or liabilities, nor did it participate in transactions with unconsolidated entities or special purpose entities[101](index=101&type=chunk) [Contractual Obligations](index=18&type=section&id=Contractual%20Obligations) This section outlines the company's contractual obligations, primarily administrative fees to the Sponsor - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than a monthly fee of **$10,000 per month** payable to the Sponsor for administrative services[102](index=102&type=chunk) - These monthly fees commenced on **August 4, 2021**, and will continue until the earlier of the completion of the initial Business Combination or the company's liquidation[102](index=102&type=chunk) [Critical Accounting Policies](index=18&type=section&id=Critical%20Accounting%20Policies) This section states no material changes to critical accounting policies occurred during the quarter - Management determined there have been no material changes to the company's critical accounting policies during the three months ended **March 31, 2022**, from those described in its Annual Report[103](index=103&type=chunk) [Recent Accounting Standards](index=18&type=section&id=Recent%20Accounting%20Standards) This section discusses the adoption of ASU 2020-06 and the impact of other recent accounting pronouncements - The company adopted **ASU 2020-06**, which simplifies accounting for certain financial instruments, effective **January 1, 2022**, on a full retrospective basis, with no impact on its condensed financial statements[104](index=104&type=chunk)[105](index=105&type=chunk) - Management does not believe any other recently issued, but not yet effective, accounting pronouncements would materially affect the condensed financial statements if currently adopted[105](index=105&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=19&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies, thus no disclosures are provided - This disclosure is not required for smaller reporting companies[106](index=106&type=chunk) [Item 4. Controls and Procedures](index=19&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses disclosure controls and internal control effectiveness, noting a material weakness and remediation [Evaluation of Disclosure Controls and Procedures](index=19&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section evaluates the effectiveness of disclosure controls and procedures, noting a material weakness - As of **March 31, 2022**, the company's disclosure controls and procedures were not effective due to a **material weakness** in internal control over financial reporting[108](index=108&type=chunk) [Changes in Internal Control over Financial Reporting](index=19&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section details changes in internal control, including a material weakness and subsequent restatement - No change in internal control over financial reporting occurred during the quarter ended **March 31, 2022**, that materially affected or is reasonably likely to materially affect internal control[109](index=109&type=chunk) - A **material weakness** was previously identified in accounting for complex financial instruments, leading to a material misstatement of additional paid-in capital, accumulated deficit, and related disclosures[110](index=110&type=chunk) - This **material weakness** resulted in the restatement of the **August Balance Sheet** to classify all redeemable Public Shares as temporary equity, following re-evaluation of **ASC 480-10-S99-3A**[111](index=111&type=chunk)[112](index=112&type=chunk) - Despite the identified **material weaknesses**, management believes the condensed financial statements fairly present the company's financial position and results[113](index=113&type=chunk) [Remediation Plan](index=19&type=section&id=Remediation%20Plan) The remediation plan addresses the material weakness in internal control over financial reporting - The principal executive and financial officers are implementing additional accounting and financial analyses, including consulting subject matter experts, to address the **material weakness** in classifying Public Shares[114](index=114&type=chunk) - The company is evaluating whether further remediation measures are needed and cannot assure that current or future measures will fully remediate the identified weaknesses[115](index=115&type=chunk)[116](index=116&type=chunk) PART II OTHER INFORMATION This section covers risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1A. Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing regulatory changes and the SEC's 2022 Proposed Rules' impacts - Factors that could materially affect results are described in the Annual Report on Form 10-K for the period ended **December 31, 2021**[117](index=117&type=chunk) - Changes in laws or regulations, or a failure to comply, may adversely affect the business, including the ability to negotiate and complete the Initial Business Combination[118](index=118&type=chunk) - The **SEC's 2022 Proposed Rules**, if adopted, could materially adversely affect the company's ability to negotiate and complete its Business Combination and increase related costs and time[119](index=119&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=21&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds to report[120](index=120&type=chunk) [Item 3. Default Upon Senior Securities](index=21&type=section&id=Item%203.%20Default%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - No defaults upon senior securities[120](index=120&type=chunk) [Item 4. Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[120](index=120&type=chunk) [Item 5. Other Information](index=21&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - No other information to report[120](index=120&type=chunk) [Item 6. Exhibits](index=21&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed as part of or incorporated by reference into the Quarterly Report on Form 10-Q - Exhibits include Amended and Restated Certificate of Incorporation, Bylaws, Certifications of Principal Executive and Financial Officers, and Inline XBRL documents for financial statements[122](index=122&type=chunk)