NEW YORK, Oct. 17, 2022 (GLOBE NEWSWIRE) — Global System Dynamics, Inc. (NASDAQ: GSD) (the “Company”) at present introduced that it has entered right into a non-binding letter of intent (“LOI”) for a business mixture with a goal firm (the “Target”) that makes use of superior laser-based monitoring programs to offer speedy and correct monitoring of temperatures, strains and stresses. The Target’s know-how offers monitoring when utilized to dynamic crucial infrastructure and structural well being monitoring, together with pipeline monitoring, structural well being monitoring of bridges and buildings, perimeter and structural surveillance, plane & aerospace structural parts and mining security with VR succesful consumer interface. The Target’s fiber-based monitoring programs can help markets that aren’t at the moment served, and its distinctive know-how covers prolonged areas and any occasion that’s translated into the detection of a change in pressure or temperature. In addition to the Target’s ongoing efforts with respect to the advertising and marketing and gross sales of its know-how services to its prospects, the Target additionally continues to discover potential strategic alliances by means of three way partnership and licensing alternatives to additional develop its world market place.
The Target has an skilled administration staff that has constructed the business right into a market sector chief and demonstrated a capability to begin and drive progress whereas scaling its business. The Company expects that it might probably supply the Target its sources, its expertise, and its community of relationships to help the Target’s progress and entry to extra enticing financing phrases by means of entry to world public markets, making this a horny potential business mixture for the Company’s stockholders. Under the phrases of the LOI, the Company and Target would develop into a mixed entity, with the Target’s current fairness holders rolling over 100% of their fairness into the mixed public firm.
The Company expects to announce extra particulars concerning the proposed business mixture when a definitive settlement is executed, which is predicted later within the fourth quarter of 2022.
Notwithstanding the non-binding LOI, the Company has not entered into any definitive agreements, for the aim of buying, partaking in a share change, share reconstruction and amalgamation with, buying all or considerably all of the property of, getting into into contractual preparations with, or partaking in another comparable business mixture with a number of companies or entities.
No assurances might be made that the events will efficiently negotiate and enter right into a definitive settlement, or that the proposed transaction will likely be consummated on the phrases or timeframe at the moment contemplated, or in any respect. Any transaction could be topic to board and fairness holder approval of each corporations, regulatory approvals, and different customary situations. The Company expects to increase the deadline to have an effect on a business mixture by 90 days from November 8, 2022, to February 7, 2023, and the proposed transaction could be topic to approval of such proposal by the Company’s stockholders.
About Global System Dynamics, Inc.
Global System Dynamics, Inc, formally referred to as Gladstone Acquisition Corporation (the “Company”) is a clean examine firm (SPAC) included as a Delaware company on January 14, 2021, having raised greater than $110,000,000.00 in its IPO, at the moment held in belief. The Company was fashioned for the aim of buying, merging with, partaking in capital inventory change with, buying all or considerably all of the property of, partaking in contractual preparations, or partaking in another comparable business mixture with a single working entity, or a number of associated or unrelated working entities working in any sector (a “Business Combination”).
There isn’t any assurance that the Company will be capable to full an preliminary Business Combination efficiently. The Company should full a number of preliminary Business Combinations having an mixture truthful market worth of no less than 80% of the property held within the Trust Account (internet of quantities disbursed to administration for working capital functions, if permitted, and excluding the quantity of any deferred underwriting commissions and redemptions exercised) on the time of the settlement to enter the preliminary Business Combination. However, the Company will solely full an preliminary Business Combination if the post-transaction firm owns or acquires 50% or extra of the excellent voting securities of the goal or in any other case acquires an curiosity within the goal enough for it to not be required to register as an funding firm beneath the Investment Company Act of 1940, as amended.
If a legally binding definitive settlement with respect to the proposed business mixture is executed, the Company intends to file a preliminary proxy assertion (a “Deal Proxy Statement”) with the SEC. A definitive Deal Proxy Statement will likely be mailed to stockholders of the Company as of a document date to be established for voting on the proposed transaction. Stockholders may also be capable to acquire a duplicate of the Deal Proxy Statement, with out cost, by directing a request to: Global System Dynamics, Inc., 815 Walker Street, Houston, TX 77002. The preliminary and definitive Deal Proxy Statements, as soon as obtainable, may also be obtained, with out cost, on the SEC’s web site, www.sec.gov.
NO OFFER OR SOLICITATION
This press launch shall not represent a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business mixture. This press launch shall additionally not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions by which such supply, solicitation, or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by means of a prospectus assembly the necessities of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
FORWARD-LOOKING STATEMENTS
This press launch contains “forward-looking statements” that contain dangers and uncertainties that might trigger precise outcomes to vary materially from what is predicted. Words resembling “expects”, “believes”, “anticipates”, “intends”, “estimates”, “seeks”, “may”, “might”, “plan”, “possible”, “should” and variations and comparable phrases and expressions are supposed to determine such forward- trying statements, however the absence of these phrases doesn’t imply {that a} assertion is just not forward-looking. Such forward-looking statements relate to future occasions or future outcomes, based mostly on at the moment obtainable data, and mirror administration’s present beliefs. A quantity of components might trigger precise occasions or outcomes to vary materially from the occasions and outcomes mentioned within the forward-looking statements. In addition, please discuss with the Risk Factors part of the Company’s Form 10-Okay, its Quarterly Reports on Form 10-Q for extra data figuring out necessary components that might trigger precise outcomes to vary materially from these anticipated within the forward-looking statements. Except as expressly required by relevant securities regulation, the Company disclaims any intention or obligation to replace or revise any forward-looking statements whether or not consequently of new data, future occasions or in any other case.