DarkPulse, Inc. (OTCPK:DPLS) signed a definitive business combination agreement to acquire Global System Dynamics, Inc. (NasdaqCM:GSD) from Gladstone Sponsor, LLC, other group of shareholders and others for approximately $120 million in a reverse merger transaction on December 14, 2022. The combined company will have an initial equity value of approximately $223 million. All existing DarkPulse shareholders will receive 100% of their equity in the pro forma company. Once the transaction is complete, DarkPulse will be delisted from the OTC Markets and will trade on the NASDAQ exchange. The current Board of Directors of GSD will remain with three additional directors, Dennis O?Leary, Joseph Catalino, and George Pappas, respectively, to be appointed to join the Board of Directors at the closing of the transaction.

The transaction, which has been approved by the Boards of Directors of both of DarkPulse and GSD, remains subject to NASDAQ approving GSD?s initial listing application in connection with the merger, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having expired or been terminated, the registration statement on Form S-4 becoming effective, GSD having at least $5,000,001 of net tangible assets, approval by both GSD and DarkPulse shareholders, as well as other customary closing conditions. As of February 7, 2023, DarkPulse, Inc. has requested a one-month extension to complete its initial business combination by which GSD has to complete its initial business combination for an additional one-month extension from February 9, 2023 to March 9, 2023. As of February 10, 2023, the Board of Directors of Global System Dynamics has approved its request for an additional one-month extension to complete the initial business combination. Per the terms of the agreement, DarkPulse deposited $83,947.13 (representing an additional $0.0625 per public share) into GSD?s trust account for the benefit of its public stockholders this additional contribution enables GSD to extend the date by which it has to complete its initial business combination from February 9, 2023 to March 9, 2023. As of April 7, 2023, DarkPulse, Inc. announces approval of additional one-month extension to complete its initial business from April 9, 2023 to May 9, 2023. Per the terms of the agreement, DarkPulse deposited $83,947.13 into GSD?s trust account for the benefit of its public stockholders. The transaction is expected to close in the first or second quarter of 2023. As of April 7, 2023. Global System Dynamics extended the date by which it has to complete its initial business combination for an additional one-month from May 9, 2023 to June 9, 2023. As of June 6, 2023, Global System Dynamics requested to extend the date by which it has to complete its initial business combination for an additional one-month from June 9, 2023 to July 9, 2023. As of July 7, 2023, Global System Dynamics, Inc. announced that its sponsor, DarkPulse, Inc. has deposited an aggregate of $83,947 (representing approximately an additional $0.0625 per public share) into the Company?s trust account for the benefit of its valued public stockholders. This additional contribution enables the Company to extend the date by which the Company has to complete its initial business combination for an additional one-month extension from July 9, 2023 to August 9, 2023. Such contribution effectively increases the pro rata portion of the funds available in the Company?s trust account in the event of the consummation of an initial business combination, liquidation, or other redemption event, by $0.0625 per share. As of August 9, 2023, Global System extended the date by which it has to complete the initial business combination from August 9, 2023 to September 9, 2023. As of September 11, 2023, Global System extended the date by which it has to complete the initial business combination from September 9, 2023 to October 9, 2023. As per filing on November, 22-2023, the Business Combination is expected to close in the first calendar quarter of 2024.

EF Hutton, division of Benchmark Investments, LLC, is acting as capital markets advisor to GSD. The Basile Law Firm P.C. and Brian Higley of Business Legal Advisors, LLC acted as legal counsel to DarkPulse in connection with the transaction. Scott Doney of The Doney Law Firm acted as legal counsel for GSD. Blueshirt Capital Advisors is serving as investor relations advisor to DarkPulse. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Alliance Advisors LLC acted as information agent to GSD. GSD?s board of directors retained Benchmark to act as a financial advisor to the board in connection with the Business Combination to render to the board an opinion. GSD has agreed to pay Benchmark for their services in connection with the Business Combination an aggregate fee of up to $350,000, of which (a) $150,000 being paid to Benchmark upon the execution of the engagement letter among the parties, (b) $100,000 being paid to Benchmark upon the delivery of the opinion, and (c) an additional $100,000 being paid to Benchmark.

DarkPulse, Inc. (OTCPK:DPLS) cancelled the acquisition of Global System Dynamics, Inc. (NasdaqCM:GSD) from Gladstone Sponsor, LLC, other group of shareholders and others on January 23, 2024. On or about August 8, 2023, the Parties entered into Amendment No. 1 to the Business Combination Agreement, pursuant to which they agreed to extend the date by the Business Combination would be consummated, or otherwise have the right to terminate the Merger Agreement, from August 9, 2023 to February 9, 2024, without any right of extension.