Item 1.01 Entry into a Material Definitive Agreement
On May 15, 2014, Global Defense & National Security Systems, Inc. (the
"Company") issued a convertible promissory note in the amount of $1,263,263 to
Global Defense & National Security Holdings LLC (the "Lender"). The convertible
note is due on the earlier of (1) July 24, 2015, and (2) immediately following
the consummation of the initial Business Combination (as defined in the
Company's Amended and Restated Certificate of Incorporation). At the Lender's
election, the note will convert into the Company's common stock, par value
$0.0001, at a price equal to the greater of (1) $10.00 per share, and (2) the
30-day trailing average of the closing price per share. Funds in the Trust
Account (as defined in the Company's Amended and Restated Certificate of
Incorporation) will not be used to repay the note.
A copy of the form of convertible note is filed as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibits
Exhibit 10.1 Form of Convertible Promissory Note, dated May 15, 2014
, issued by
the Company to Global Defense & National Security Holdings LLC.