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].
Global Systems Dynamics(GSD) - 2023 Q2 - Quarterly Report