AI
Thursday, January 25, 2024 9:42:53 AM
DPLS We will reevaluate signing a revised BCA
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________________________________________________________________________
We will discuss on the @x LIVE $DPLS
Regarding today’s filing.
The terms of the BCA under current circumstances
were no longer favorable to shareholders.
We will reevaluate the opportunity
and decide if signing a revised BCA
aligns with Company objectives and shareholder interests. $DPLS
________________________________________________________________________
On January 23, 2024,
Darkpulse, Inc., a Delaware corporation (“we” or “our” or “us”)
and Global Systems Dynamics, Inc. (“GSD”),
by mutual written consent,
terminated the Business Combination Agreement,
as amended,
between us, GSD, and Zilla Acquisition Corp.,
a Delaware corporation (the “Business Combination Agreement”),
pursuant to Section 7.1(a) therein.
Under the terms of the Business Combination Agreement,
the parties thereto (the “Parties”)
had agreed to combine their respective businesses
(the transactions contemplated under the Business Combination Agreement
(the “Business Combination”).
Following the Business Combination,
we would become the surviving entity and GSD’s wholly-owned subsidiary,
and we and GSD would operate as a consolidated company
under the name “Global System Dynamics, Inc.”
Additional terms and conditions of the Business Combination Agreement
were disclosed in our current report on Form 8-K
(“Form 8-K”) filed with the U.S. Securities and Exchange Commission
(the “SEC”) on December 15, 2022.
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.
The Form 8-K and registration statement
on Form S-4 filed with the SEC on February 14, 2023
(the “Form S-4”) are incorporated herein by reference
and the foregoing descriptions of the Business Combination Agreement
and amendments thereto are qualified in its entirety
by reference to the Form 8-K and Form S-4.
https://www.otcmarkets.com/filing/html?id=17201100&guid=6kd-kKFB-rqfJth
https://www.otcmarkets.com/stock/DPLS/disclosure
______________________________________________________________
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_______________________________________________________________________
________________________________________________________________________
We will discuss on the @x LIVE $DPLS
Regarding today’s filing.
The terms of the BCA under current circumstances
were no longer favorable to shareholders.
We will reevaluate the opportunity
and decide if signing a revised BCA
aligns with Company objectives and shareholder interests. $DPLS
We will discuss on the @x LIVE $DPLS https://t.co/ZgtGQLTvEg
— Dennis O'Leary (@DennisMOLeary) January 24, 2024
________________________________________________________________________
On January 23, 2024,
Darkpulse, Inc., a Delaware corporation (“we” or “our” or “us”)
and Global Systems Dynamics, Inc. (“GSD”),
by mutual written consent,
terminated the Business Combination Agreement,
as amended,
between us, GSD, and Zilla Acquisition Corp.,
a Delaware corporation (the “Business Combination Agreement”),
pursuant to Section 7.1(a) therein.
Under the terms of the Business Combination Agreement,
the parties thereto (the “Parties”)
had agreed to combine their respective businesses
(the transactions contemplated under the Business Combination Agreement
(the “Business Combination”).
Following the Business Combination,
we would become the surviving entity and GSD’s wholly-owned subsidiary,
and we and GSD would operate as a consolidated company
under the name “Global System Dynamics, Inc.”
Additional terms and conditions of the Business Combination Agreement
were disclosed in our current report on Form 8-K
(“Form 8-K”) filed with the U.S. Securities and Exchange Commission
(the “SEC”) on December 15, 2022.
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.
The Form 8-K and registration statement
on Form S-4 filed with the SEC on February 14, 2023
(the “Form S-4”) are incorporated herein by reference
and the foregoing descriptions of the Business Combination Agreement
and amendments thereto are qualified in its entirety
by reference to the Form 8-K and Form S-4.
https://www.otcmarkets.com/filing/html?id=17201100&guid=6kd-kKFB-rqfJth
https://www.otcmarkets.com/stock/DPLS/disclosure
______________________________________________________________
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