Global System (NASDAQ:GSD) announced in an 8-K filing this morning that it has mutually terminated its combination with smart cities technology company DarkPulse (OTC:DPLS).
The move came after it received notice that Nasdaq would de-list its shares, following a back-and-forth over the SPAC’s failure to hold an annual meeting for the 2022 fiscal year.
This was significant for the deal, because Global System’s sponsor and already OTC-listed DarkPulse itself were one and these same and providing a path to the Nasdaq appeared to be the transaction’s primary rationale.
In October 2022, DarkPulse bought all 2,623,120 promote shares and 4,298,496 private placement warrants making up the sponsor economics of Gladstone Acquisition Corp. for $1.5 million flat. Two months and a name change later, it announced a $145 million deal to combine essentially with itself.
As a technology company that uses lasers to monitor infrastructure, DarkPulse was likely a very different target than the type Gladstone’s investors originally signed on for, as the SPAC formed itself in 2021 to invest in a target holding agricultural land assets.
As of an August extension vote, 95% of the SPAC’s shares had been redeemed, leaving about $5.2 million in its trust and no concrete committed financing attached. With the Nasdaq door closed and the deal terminated, Global System could be headed for liquidation.
Its transaction deadline is coming up on February 9 and it has not yet scheduled an extension date. Further, it seems unlikely the DarkPulse team is as interested in arranging a combination for a company other than itself.
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