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].
Global Systems Dynamics(GSD) - 2023 Q3 - Quarterly Report