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.