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].
Global Systems Dynamics(GSD) - 2022 Q4 - Annual Report