10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-36149

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	46-3134302
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer  Identification Number)

11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia	20190
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (202) 800-4333

Not Applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer  ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x   No ¨   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x

As of November 13, 2015, there were 5,539,530 shares of Company’s common stock issued and outstanding.

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statement of Changes in Stockholders’ Equity	5-6
Condensed Statements of Cash Flows	7
Notes to Condensed Interim Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
Overview	18
Results of Operations	19
Liquidity and Capital Resources	19
Critical Accounting Policies	20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4. CONTROLS AND PROCEDURES	21
PART II. OTHER INFORMATION	21
ITEM 1. LEGAL PROCEEDINGS	21
ITEM 1A. RISK FACTORS	22
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4. MINE SAFETY DISCLOSURE	23
ITEM 5. OTHER INFORMATION	23
ITEM 6. EXHIBITS	23
Ex-10.5
Ex-10.6
Ex-10.7
Ex-10.8
Ex-10.9
Ex-10.10
Ex-31.1
Ex-31.2
Ex-32.1
Ex-32.2

2

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

CONDENSED BALANCE SHEETS

	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Current assets:
Cash	$	226,141		$	410,261
Prepaid insurance		20,000			44,884
Total current assets		246,141			455,145
Cash and investments held in Trust Account		63,913,876			72,833,815
Total assets	$	64,160,017		$	73,288,960
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	2,345,862		$	257,575
Convertible promissory note to affiliate		2,607,053			1,263,263
Due to affiliate		1,464,876			248,536
Total current liabilities		6,417,791			1,769,374
Deferred underwriters' fees		1,897,500			1,897,500
Total liabilities		8,315,291			3,666,874
Common stock subject to possible redemption:
4,792,150 shares (at redemption value) at September 30, 2015 (6,125,315 shares at December 31, 2014)		50,844,725			64,622,085
Stockholders' equity
Common stock, $.0001 par value, 100,000,000 shares authorized;
3,956,503 and 3,499,410 shares issued and outstanding (excluding 4,792,150 and 6,125,315 shares subject to possible redemption) at September 30, 2015 and December 31, 2014, respectively		396			350
Additional paid-in capital		11,742,179			7,207,424
Accumulated deficit		(6,742,574	)		(2,207,773	)
Total stockholders' equity		5,000,001			5,000,001
Total liabilities and stockholders' equity	$	64,160,017		$	73,288,960

See accompanying notes to condensed interim financial statements.

3

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended, September 30, 2015			Three Months ended, September 30, 2014			Nine Months ended, September 30, 2015			Nine Months ended, September 30, 2014
Revenue
General and administrative expenses	$	1,736,996		$	364,069		$	4,536,207		$	1,727,124
Loss from operations		(1,736,996	)		(364,069	)		(4,536,207	)		(1,727,124	)
Interest income		-			112			1,406			23,492
Loss before provision for income taxes		(1,736,996	)		(363,957	)		(4,534,801	)		(1,703,632	)
Provision for income taxes		-			-			-			-
Net loss attributable to common stock not subject to possible redemption	$	(1,736,996	)	$	(363,957	)	$	(4,534,801	)	$	(1,703,632	)
Weighted average number of common shares, excluding shares subject to possible redemption - basic and diluted		3,806,603			3,445,303			3,601,641			3,378,610
Net loss per common share, excluding shares subject to possible redemption - basic and diluted	$	(0.46	)	$	(0.11	)	$	(1.26	)	$	(0.50	)

See accompanying notes to condensed interim financial statements.

4

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the nine months ended September 30, 2015

(Unaudited)

	Common Stock
	Shares		Amount	Additional Paid-in Capital	Accumulated Deficit		Total Stockholders' Equity
Balances at January 1, 2015	3,499,410		350	7,207,424	(2,207,773	)	5,000,001
Decrease in carrying amount of redeemable shares to 4,792,150 shares subject to possible redemption at September 30, 2015	457,093	$	46	4,534,755	-		4,534,801
Net loss attributable to common stock not subject to possible redemption					(4,534,801	)	(4,534,801	)
Balances at September 30, 2015	3,956,503		396	11,742,179	(6,742,574	)	5,000,001

See accompanying notes to condensed interim financial statements.

5

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the nine months ended September 30, 2014

(Unaudited)

	Common Stock
	Shares		Amount	Additional Paid-in Capital	Accumulated Deficit		Total Stockholders' Equity
Balances at January 1, 2014	3,298,212		329	5,084,805	(85,133	)	5,000,001
Decrease in carrying amount of redeemable shares to 6,199,529 shares subject to possible redemption at September 30, 2014	161,482	$	17	1,703,615	-		1,703,632
Net loss attributable to common stock not subject to possible redemption					(1,703,632	)	(1,703,632	)
Balances at September 30, 2014	3,459,694		346	6,788,420	(1,788,765	)	5,000,001

See accompanying notes to condensed interim financial statements

6

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months ended, September 30, 2015			Nine Months ended, September 30, 2014
Cash Flows From Operating Activities:
Net loss	$	(4,534,801	)	$	(1,703,632	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest on Trust Account		(1,406	)		(23,492	)
Change in operating assets and liabilities:
Prepaid insurance		24,884			114,491
Accounts payable and accrued expenses		2,088,288			185,248
Due to affiliate		1,216,340			63,268
Net cash used in operating activities		(1,206,695	)		(1,364,117	)
Cash Flows from Investing Activities:
Cash released from Trust Account for redemptions		9,242,560			-
Increase in cash and investments held in Trust Account		(361,436	)		-
Interest released from Trust to pay Franchise taxes		40,221			-
Net cash provided by investing activities		8,921,345			-
Cash Flows from Financing Activities:
Redemptions paid		(9,242,560	)
Proceeds from convertible promissory note to affiliate		1,343,790			1,263,263
Net cash used in/provided by financing activities		(7,898,770	)		1,263,263
Decrease in cash		(184,120	)		(100,854	)
Cash at beginning of period		410,261			827,541
Cash at end of period	$	226,141		$	726,687
Supplemental Disclosure of Cash Flow Information:
Cash paid for Franchise taxes	$	109,080		$	55,182

See accompanying notes to condensed interim financial statements

7

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Global Defense & National Security Systems, Inc. (the “Company”) is an organized blank check company incorporated in Delaware on July 3, 2013. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (“Business combination”).

At September 30, 2015, the Company had not commenced any operations. All activity through September 30, 2015, relates to the Company’s formation, the initial public offering (“Public Offering”) described below in Note 3, activities relating to identifying and evaluating prospective Business Combination candidates and activities relating to general corporate matters.

The registration statement for the Public Offering was declared effective on October 24, 2013. The Company consummated the Public Offering on October 29, 2013 and received net proceeds of approximately $73,545,000 which includes $7,215,000 received from the private placement of 721,500 ( the “private placement”) shares to Global Defense & National Security Holdings LLC, a Delaware limited liability Company (the “sponsor”) (as described in Note 3).

The underwriters also exercised their over-allotment option on consummation of the Public Offering on October 29, 2013. The above net proceeds include $9,495,000 as a result of the over-allotment, which includes $765,000 additional private placement.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Public Offering (as defined in Note 3 below), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

As of September 30, 2015, net proceeds of $63,913,876 (less redemptions) from the Public Offering and simultaneous private placements of the placement shares (as described below in Note 3) are held in a trust account (“Trust Account”) in the United States maintained by American Stock Transfer & Trust Company, acting as trustee.

On May 20, 2015, the Company received written notice from the Staff of the Listing Qualifications Department (the “Staff”) of NASDAQ that based on the Company’s continued non-compliance with the minimum round lot shareholder requirement set forth in NASDAQ Listing Rule 5550(a)(3), the Staff determined to delist the Company’s securities. Following a hearing on June 18, 2015, the NASDAQ Listing Qualifications Panel granted the Company an extension until November 16, 2015 to meet the minimum round lot share requirement.

On July 17, 2015, the Company held a special meeting of stockholders (the “July Extension Meeting”). At the July Extension Meeting, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from July 24, 2015 to October 24, 2015. In accordance with our amended and restated certificate of incorporation, in connection with the July Extension Meeting and the approval of the amendments to the Company’s amended and restated certificate of incorporation, our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 876,072 shares of our Common Stock at a price of $10.55 per share, for a total redemption of approximately $9,242,560 that was effected on July 24, 2015. In addition, in connection with the July Extension Meeting, on July 21, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $361,436. The Company used the proceeds from the note to deposit $0.06 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the proposal to amend and restate our amended and restated certificate of incorporation to extend the amount of time we have to complete our business combination, which will be considered at a special meeting of our stockholders to be held on November 23, 2015 (the “Extension Proposal”), is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit, there was approximately $63,913,876 in the Trust Account as of September 30, 2015, or approximately $10.61 per public share.

8

On October 23, 2015, the Company held an additional special meeting of stockholders (the “October Extension Meeting”). At the October Extension Meeting, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from October 24, 2015 to November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 3,209,123 shares of our Common Stock at a price of $10.61 per share, for a total redemption of approximately $34,048,795 that was effected on October 27, 2015. In addition, in connection with the October Extension Meeting, on November 5, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $56,296. The Company used the proceeds from the note to deposit $0.02 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015(or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit, there was approximately $29,921,377 in the Trust Account as of November 13, 2015, or approximately $10.63 per public share.

On June 8, 2015, we entered into a Stock Purchase Agreement (the “Business Combination Agreement”) by and among the Company, Global Defense & National Security Holdings LLC (“Sponsor’), STG Group, Inc. (“STG”), the STG stockholders thereto (the “STG Stockholders”), and Simon Lee, as Stockholders’ Representative, pursuant to which, in exchange for the transfer to the Company of 100% of the outstanding shares of capital stock of STG, the STG Stockholders will receive a combination of cash and shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), consisting of (a) $75,000,000 in cash and (b) 8,578,199 new shares of the Company’s common stock, valued at a price of $10.55 per share. In addition, the Company will issue to the STG Stockholders 445,161 shares of the Common Stock held by the Sponsor that are being contributed by the Sponsor to the Company immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (subject to reduction to the extent the Sponsor forfeits any of these shares to the Company). In the event that, immediately following the closing, the share consideration would, in the aggregate, be less than 56.7% of the outstanding shares of Common Stock, the Stockholders’ Representative may elect to exchange a portion of the cash consideration for additional shares of Common Stock at a price of $10.55 per share, so that the STG Stockholders will own, in the aggregate, 56.7% of the outstanding shares of Common Stock following the closing. In addition, in the event that the transaction otherwise would not qualify for the tax treatment described in the Business Combination Agreement as a result of failure to satisfy the Control Requirement (as defined in the Business Combination Agreement), a portion of the cash consideration may be exchanged for additional shares of Common Stock at a price of $10.55 per share, so that the STG Stockholders, the Sponsor and any other person who receives shares of Common Stock in connection with an equity financing completed in connection with the closing, collectively own at least 80% of the outstanding shares of Common Stock immediately following the closing.

The Company will proceed with a Business Combination only if a majority of the outstanding shares of Common Stock cast at the meeting to approve the Business Combination are voted for approval of such Business Combination. In connection with such a vote, the Company will provide our stockholders with the opportunity to have their shares of our Common Stock converted to cash upon the consummation of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to us for the payment of taxes, divided by the number of then outstanding shares of Common Stock that were sold in the Public Offering, subject to the limitations described within the registration statement and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed Business Combination. These shares of Common Stock were recorded at a redemption value and classified as temporary equity prior to the Public Offering being closed, in accordance with ASC 480 “Distinguishing Liabilities from Equity”. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the initial Business Combination. The initial stockholder, Global Defense & National Security Holdings LLC (the “Sponsor”) has agreed, in the event the Company is required to seek stockholder approval of its Business Combination, to vote its Sponsor’s Shares (as defined in Note 5 below), Private Placement Shares (as defined in Note 3 below) and any Public Shares held, in favor of approving a Business Combination.

The Company entered into an Amended and Restated Backstop Purchase Agreement, dated as of October 17, 2015, (the ‘‘Backstop Purchase Agreement’’) with the Sponsor. The Backstop Purchase Agreement grants the Sponsor the right to purchase shares of Common Stock, at a price of $10.61 per share (the ‘‘Backstop Purchase’’). The purchase right can be exercised only in the event, and to the extent, that the Company will not meet the Threshold Cash Amount. The term ‘‘Threshold Cash Amount’’ means $20,000,000 in cash available to the Company from (1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.

The Company has declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the ‘‘Dividend Shares’’) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015. The Sponsor, with respect to the shares of Common Stock currently held by the Sponsor and any shares that may be acquired by the Sponsor upon any conversion of the convertible promissory notes currently held by the Sponsor, and STG Stockholders have agreed to forfeit any Dividend Shares they would be entitled to in exchange for no consideration. The Sponsor has not forfeited any right to receive any Dividend Shares in respect of any of the shares it acquires pursuant to the Backstop Purchase. Payment of the Dividend Shares is contingent upon the closing of the Business Combination and will be made as soon as practicable after the closing of the Business Combination.

9

Liquidation and going concern

On October 23, 2015, the Company held a special meeting of the stockholders at which its stockholders approved proposals to amend and restate the Company’s amended and restated certificate of incorporation to extend the time that the Company has to complete its initial Business Combination until November 24, 2015 (the “October Extension Meeting”). If the Company is unable to consummate its initial Business Combination by November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for payment of franchise and income taxes, pro rata to its public stockholders by way of redemption of its Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of its net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

The Sponsor has agreed to waive its redemption rights with respect to the Sponsor’s Shares and Private Placement Shares (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate our initial Business Combination within 25 months from the date of its prospectus (October 24, 2013), (iii) in connection with an expired or unwithdrawn tender offer, and (iv) upon its liquidation prior to the expiration of the 25 month period. However, if its Sponsor should acquire Public Shares in or after the Public Offering, it will be entitled to receive its pro rata share of cash proceeds distributed by the Company with respect to such Public Shares if the Company fails to consummate a Business Combination within the required time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not consummate a Business Combination within 25 months from the date of its prospectus (October 24, 2013) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the conversion of its Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial Public Offering price per share of Common Stock in the Public Offering.

10

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in U.S. dollars in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

In July 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the period ended December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed form 10-Q or form 10-K reports with the SEC are required.

Recently adopted accounting standard

The Company complied with the reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” At December 31, 2014, the Company adopted Accounting Standards Update (ASU) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. As of September 30, 2015 and December 31, 2014, the Company’s financial statements have been presented to conform with the reporting and disclosure requirements of ASU No. 2014-10.

Net loss per common share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of common share is computed by dividing net loss attributable to common stock not subject to possible redemption by the weighted average number of shares of common share outstanding for the period.

Diluted net loss per share of common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus, to the extent dilutive, the incremental number of common shares to settle the convertible advance made by the Sponsor (see Note 5), as calculated using the treasury stock method. However, due to the losses presented for all periods, incremental common shares are not considered as they are antidilutive. As a result, diluted profit/loss per share of common share is the same as basic profit/loss per common share for the period. At September 30, 2015, the Company had an outstanding advance owing to Sponsor convertible into 245,254 common shares.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

11

Fair value of financial instruments

The Company complies with ASC 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability:

Description	September 30, 2015		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	63,913,876	$	63,913,876	$	-	$	-

Description	December 31, 2014		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	3,563	$	3,563	$	-	$	-
Cash equivalents held in Trust Account: U.S. Government Treasury Bills	$	72,830,252	$	72,830,252	$	-	$	-

Recent accounting pronouncement

In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of uncertainties about an entity’s ability to continue as a going concern”, which requires management to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the adoption of this ASU and its impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

12

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2015 and December 31, 2014, the Company has a net deferred tax asset, before valuation allowance, of approximately $2,619,981 and $856,000 respectively, related to net operating loss carry forwards (which begin to expire in 2033), organizational costs, and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits as of September 30, 2015. The Company's conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax liabilities in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2015. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Company may be subject to potential examination by U.S. federal or U.S. states authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal and U.S. state tax laws.

The reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate for the three and nine months ended September 30, 2015 was as follows:

U.S. federal statutory income tax rate	35	%
Increase (decrease) in tax rate resulting from:
State and local income taxes net of federal benefit	3.9	%
Change in Valuation Allowance	(38.9	)%
Effective tax rate	0	%

Redeemable Common Stock

All of the shares of Common Stock sold at the Public Offering contained a redemption feature which allows for the redemption of shares of Common Stock under the Company's liquidation or tender offer/ stockholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that a Business Combination shall not be consummated if the Company has net tangible assets less than $5,000,001 upon such consummation.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock shall be affected by charges against paid-in capital.

Accordingly, at September 30, 2015, 4,792,150 (December 31, 2014, 6,125,315 of the Public Shares) are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.61 at September 30, 2015 and $10.55 at December 31, 2014).

13

3. PUBLIC OFFERING

The Public Offering called for the Company to offer for sale 6,000,000 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), at $10.00 per share (or 6,900,000 shares of Common Stock after the underwriters’ over-allotment option was exercised in full) (“Public Shares”). The Company granted the underwriters a 45 day option to purchase up to 900,000 shares of Common Stock to cover over-allotment. The over-allotment option was exercised by the underwriter upon consummation of the Public Offering on October 29, 2013. The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Public Offering and the Sponsor’s Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to effect a Business Combination successfully. Upon closing the Public Offering, management agreed the price per Public Share sold in the Public Offering, including the proceeds of the private placement of the Private Placement Shares, be deposited in the Trust Account and invested in United States government treasury bills having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within 25 months from the date of our prospectus (October 24, 2013). Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Sponsor has agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, it may not be able to satisfy those obligations should they arise. The remaining net proceeds (held outside the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The amount of proceeds not deposited in the Trust Account (after Public Offering expenses) was $1,082,434 at closing of the Public Offering. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its franchise and income tax obligations.

The Company has its shares listed on the NASDAQ Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance.

In connection with the Public Offering, the Sponsor purchased shares of Common Stock at a price of $10.00 per share (the “Private Placement Shares”) in a private placement which occurred simultaneously with the consummation of the Public Offering. The purchase price of the Private Placement Shares is added to the proceeds from the Public Offering held in the Trust Account. If we do not complete a Business Combination within 25 months from the date of our prospectus (October 24, 2013), the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of our Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions with respect to the Private Placement Shares, which will expire worthless.

The Private Placement Shares will not be transferable, assignable or saleable until 30 days after the consummation of our initial Business Combination, subject to certain limited exceptions, including (i) to any member of our Sponsor (“Sponsor Member”), (ii) by gift to a member of the Sponsor Member’s immediate family for estate planning purposes or to a trust, the beneficiary of which is our Sponsor or a member of the Sponsor Member’s immediate family, (iii) if the Sponsor Member is not a natural person, by gift to a member of the immediate family of such Sponsor Member’s controlling person for estate planning purposes or to a trust, the beneficiary of which is our Sponsor’s controlling person or a member of the immediate family of such Sponsor Member’s controlling person, (iv) by virtue of the laws of descent and distribution upon death of the Sponsor Member, or (v) pursuant to a qualified domestic relations order; in each case where the transferee agrees to the terms of the private placement agreement governing such Private Placement Shares and the letter agreement signed by our Sponsor transferring such Private Placement Shares and such other documents as we may reasonably require. Until 30 days after the completion of the Business Combination, our Sponsor shall not pledge or grant a security interest in its Private Placement Shares or grant a security interest in our Sponsor’s rights under the private placement agreement governing such Private Placement Shares. The sale of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act.

14

4. OVER-ALLOTMENT OPTION EXERCISED

The Company announced on October 28, 2013 that the over-allotment option for its initial Public Offering was exercised and consummated to the full extent of 900,000 shares. The 6,900,000 Public Shares sold in the offering, including the 900,000 Public Shares sold pursuant to the over-allotment option, were sold at an offering price of $10.00 per share, generating gross proceeds of $69,000,000 to the Company.

5. RELATED PARTY TRANSACTIONS

In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

On May 15, 2014, the Company issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,263,263, of which proceeds of $1,000,000 were used as working capital in order to finance transaction costs in connection with our efforts to pursue an initial Business Combination and $263,263 was used to pay operating costs incurred in the period from inception through December 31, 2014. On May 12, 2015, the Company issued an additional non-interest bearing convertible promissory note to the Sponsor amounting to $1,343,790.

As of September 30, 2015, the total amount owed to the Sponsor of $4,071,929, is recorded as convertible promissory notes and due to affiliate in the accompanying balance sheets. The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the notes will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

Effective October 8, 2015, the Company issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,250,000. Total amount owed to the Sponsor under the convertible promissory note amounts to $3,857,053.

In addition, in connection with the July Extension Meeting, on July 21, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $361,436. The Company used the proceeds from the note to deposit $0.06 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination.

In July 2013, the Company issued 2,003,225 shares of Common Stock to the Sponsor (the “Sponsor’s Shares”) for an aggregate purchase price of $25,000.

Simultaneously with the closing of the Public Offering, the Company completed the private sale of 721,500 shares of Common Stock (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share (including 76,500 shares from exercising of the over-allotment), to the Company’s Sponsor, generating gross proceeds to the Company of $7,215,000 (including additional $76,500 as a result of the over-allotment being exercised). The Private Placement Shares are identical to the shares sold in the Public Offering, except that the Sponsor has agreed (1) to vote the Private Placement Shares in favor of any proposed Business Combination, and (2) not to convert any Private Placement Shares in connection with a stockholder vote to approve any proposed initial Business Combination or to sell any Private Placement Shares to the Company pursuant to any tender offer in connection with any proposed initial Business Combination. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

The Sponsor’s Shares are identical to the Public Shares, except that (1) the Sponsor’s Shares are subject to certain transfer restrictions, as described in more detail below, and (2) our Sponsor has agreed: (i) to waive its redemption rights with respect to its Sponsor’s Shares, Private Placement Shares and Public Shares in connection with the consummation of a Business Combination and (ii) to waive its redemption rights with respect to its Sponsor’s Shares and Private Placement Shares if we fail to consummate a Business Combination within 25 months from the date of our prospectus (October 24, 2013). However, our Sponsor will be entitled to redemption rights with respect to any Public Shares it holds if we fail to consummate a Business Combination within such time period. If we submit our initial Business Combination to our public stockholders for a vote, our Sponsor has agreed to vote its Sponsor’s Shares, Private Placement Shares and any Public Shares held in favor of our initial Business Combination.

All of the Sponsor’s Shares outstanding at the time of the Public Offering were placed in escrow with American Stock Transfer & Trust Company, as escrow agent. Of the total Sponsor’s Shares, 50% of such shares will be released from escrow six months after the closing of the Business Combination. The remaining 50% of the Sponsor’s Shares will be released from escrow one year after the closing of the Business Combination.

15

On October 24, 2013, the date that its securities were first listed on the NASDAQ, the Company agreed to pay its Sponsor a total of $10,000 per month for office space, administrative services and secretarial support. This arrangement was agreed to by its Sponsor for its benefit and is not intended to provide its Sponsor compensation in lieu of salary or other remuneration. The Company believes that such fees are at least as favorable as the Company could have obtained from an unaffiliated person. Upon consummation of its initial Business Combination or our liquidation, the Company will cease paying these monthly fees.

On March 12, 2015, the Company entered into compensation letter agreements with certain directors, contingent upon the consummation of a Business Combination. According to the terms of these compensation letter agreements, subject to the completion of the Company’s initial Business Combination, each of the Company’s directors who continue to serve in that capacity following the Business Combination will be entitled to receive a one-time cash retainer, in the amount of $60,000 for the inside directors and between $33,750-$86,250 for independent directors. As long as each such director continues to serve on the board of directors, such director will thereafter be eligible for an annual cash retainer of $60,000, and an additional $5,000 for each committee of the board of directors on which such director serves. The chairman of the board of directors will be eligible for an adjusted annual cash retainer of $80,000, which will be inclusive of any committee retainers.

In addition, subject to consummation of the Company’s initial Business Combination and approval of a stock incentive plan by the Company’s stockholders, the Company’s independent directors who continue to serve on the board of directors following the Business Combination will be eligible to receive options to purchase a number of shares of the Company’s common stock equal to $60,000 ($80,000 for the chairman of the board of directors), at a price per share equal to the Company’s stock price on the grant date, which is expected to be two business days following the closing of the Business Combination. The options will be subject to a vesting schedule.

6. TRUST ACCOUNT

A total of $72,795,000, which includes $65,580,000 of the net proceeds from the Public Offering and $7,215,000 from the private placement, was placed in the Trust Account.

After giving effect to the redemptions and the incentive deposit in connection with the July Extension Meeting, as of September 30, 2015, the Company’s Trust Account consists of $63,913,876 (December 31, 2014: $72,833,815), all of which is held in cash.

7. COMMITMENT AND CONTINGENCIES

The underwriters were entitled to an underwriting discount of three percent (3.0%) which was paid in cash at the closing of the Public Offering, including any amounts raised pursuant to the over-allotment option. In addition, the underwriters will be entitled to a deferred fee of two and three quarter percent (2.75%) of the Public Offering, including any amounts raised pursuant to the over-allotment option, payable in cash upon the closing of a Business Combination.

8. STOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock.

16

9. SUBSEQUENT EVENTS

At the October Extension Meeting on October 23, 2015, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from October 24, 2015 to November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015). In accordance with our amended and restated certificate of incorporation, in connection with the October Extension Meeting and the approval of the amendments to the Company’s amended and restated certificate of incorporation, our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 3,209,123 shares of our Common Stock at a price of $10.61 per share, for a total redemption of approximately $34,048,795 that was effected on October 27, 2015. In addition, in connection with the October Extension Meeting, on October 23, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $56,296. The Company used the proceeds from the note to deposit $0.02 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit, there was approximately $29,921,377 in the Trust Account as of October 30, 2015, or approximately $10.63 per public share.

The Company entered into an Amended and Restated Backstop Purchase Agreement, dated as of October 17, 2015, (the ‘‘Backstop Purchase Agreement’’) with the Sponsor. The Backstop Purchase Agreement grants the Sponsor the right to purchase shares of Common Stock, at a price of $10.61 per share (the ‘‘Backstop Purchase’’). The purchase right can be exercised only in the event, and to the extent, that the Company will not meet the Threshold Cash Amount. The term ‘‘Threshold Cash Amount’’ means $20,000,000 in cash available to the Company from (1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.

On October 8, 2015, the Company declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the ‘‘Dividend Shares’’) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015. The Sponsor, with respect to the shares of Common Stock currently held by the Sponsor and any shares that may be

acquired by the Sponsor upon any conversion of the convertible promissory notes currently held by the Sponsor, and STG Stockholders have agreed to forfeit any Dividend Shares they would be entitled to in exchange for no consideration. The Sponsor has not forfeited any right to receive any Dividend Shares in respect of any of the shares it acquires pursuant to the Backstop Purchase. Payment of the Dividend Shares is contingent upon the closing of the Business Combination and will be made as soon as practicable after the closing of the Business Combination.

On October 8, 2015, we issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,250,000. The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Throughout this document, unless otherwise specified or if the context otherwise requires, the “Company”, “we”, “us”, and “our” refer to Global Defense & National Security Systems, Inc., a blank check company organized under the laws of the State of Delaware on July 3, 2013.

Special Note Regarding Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements and the notes thereto included elsewhere in this Form 10-Q.

This Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that these projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on the beliefs and assumptions of management and information available to us on the date of this quarterly report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

We are a blank check company organized under the laws of the State of Delaware on July 3, 2013. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (a “Business Combination”). Our activities to date have been focused on identifying and evaluating potential business combinations, including the activity leading up to our entry into a business combination agreement with STG Group, Inc., as described below.

Proposed Business Combination with STG Group, Inc.

On June 8, 2015, we entered into a Stock Purchase Agreement (the “Business Combination Agreement”) by and among the Company, Global Defense & National Security Holdings LLC (“Sponsor’), STG Group, Inc. (“STG”), the STG stockholders thereto (the “STG Stockholders”), and Simon Lee, as Stockholders’ Representative, pursuant to which, in exchange for the transfer to the Company of 100% of the outstanding shares of capital stock of STG, the STG Stockholders will receive a combination of cash and shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), consisting of (a) $75,000,000 in cash and (b) 8,578,199 new shares of the Company’s common stock, valued at a price of $10.55 per share. In addition, the Company will issue to the STG Stockholders 445,161 shares of the Common Stock held by the Sponsor that are being contributed by the Sponsor to the Company immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (subject to reduction to the extent the Sponsor forfeits any of these shares to the Company). In the event that, immediately following the closing, the share consideration would, in the aggregate, be less than 56.7% of the outstanding shares of Common Stock, the Stockholders’ Representative may elect to exchange a portion of the cash consideration for additional shares of Common Stock at a price of $10.55 per share, so that the STG Stockholders will own, in the aggregate, 56.7% of the outstanding shares of our Common Stock following the closing. In addition, in the event that the transaction otherwise would not qualify for the tax treatment described in the Business Combination Agreement as a result of failure to satisfy the Control Requirement (as defined in the Business Combination Agreement), a portion of the cash consideration may be exchanged for additional shares of our Common Stock at a price of $10.55 per share, so that the STG Stockholders, the Sponsor and any other person who receives shares of our Common Stock in connection with an equity financing completed in connection with the closing, collectively own at least 80% of the outstanding shares of our Common Stock immediately following the closing.

18

The consummation of the transactions contemplated by the Business Combination Agreement is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite approval of the stockholders of the Company.

Results of Operations

For the three and nine month periods ended September 30, 2015, we had a net loss of $1,736,996 and $4,534,801, respectively for the three and nine month periods ended September 30, 2014: $363,957 and $1,703,632, consisting primarily of interest income offset by general and administrative expenses. The general and administrative expenses incurred consist mainly of legal expenses and financial due diligence expenses incurred in connection with the proposed Business Combination and related filings with Securities and Exchange Commission.

We have neither engaged in any operations nor generated any revenues to date. All activity through September 30, 2015 relates to our formation, our private placements and offering, the identification and evaluation of prospective candidates for an initial Business Combination, and general corporate matters. Since the completion of our offering, we have not generated any operating revenues and will not until after completion of our initial Business Combination, at the earliest. We may generate small amounts of non-operating income in the form of interest income on cash and cash equivalents, but such income is not expected to be significant in view of the current low yields on Treasury securities. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. As of September 30, 2015, $63,913,876 (December 31, 2014: $72,833,815) was held in the Trust Account and we had cash outside of trust of $226,141 (December 31, 2014: $410,261) and $2,345,862 (December 31, 2014: $257,575) in accounts payable and accrued expenses. All interest income earned on the Trust Account may be available to us to pay franchise and income taxes. From inception to September 30, 2015, the Company had not withdrawn any funds from interest earned on the trust proceeds. Other than the deferred underwriting fees, a debt financing fee and advisory fee, no amounts are payable to the underwriters of our initial public offering in the event of a Business Combination.

Liquidity and Capital Resources

As of September 30, 2015, we had cash of $226,141. On May 15, 2014, we issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,263,263, of which the proceeds of $1,000,000 were used as working capital in order to finance transaction costs in connection with the Business Combination and $263,263 was used to pay operating costs incurred in the period from inception through December 31, 2014. On May 12, 2015, we issued an additional non-interest bearing convertible promissory note to the Sponsor amounting to $1,343,790. As of September 30, 2015, the total amount owed to the Sponsor of $4,071,929, is recorded as convertible promissory notes and due to affiliate in the accompanying balance sheets. The convertible notes are due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination.

In connection with the July Extension Meeting and the October Extension Meeting, the Company issued non-interest bearing promissory notes to the Sponsor for approximately $361,436 and $56,296, respectively. The Company used the proceeds from the notes to deposit $0.06 and $0.02 per share that was not redeemed in the Trust Account, respectively. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit in relation to the October Extension Meeting, there was approximately $29,921,377 in the Trust Account as of October 30, 2015, or approximately $10.63 per public share.

In addition, we issued an additional non-interest bearing convertible promissory note to our Sponsor on October 8, 2015 amounting to $1,250,000 to be used as working capital and to finance transaction costs. The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the notes will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

On October 29, 2013, we consummated the Company’s Public Offering of 6,900,000 shares of Common Stock at $10.00 per share, inclusive of 900,000 shares of Common Stock as a result of the underwriters’ exercising the over-allotment option in full. Net proceeds of approximately $73,545,000 which includes $7,215,000 received from the private placement of 721,500 shares to the Sponsor. The above net proceeds include $9,495,000 as a result of the over-allotment, which includes $765,000 additional private placement. The amount of proceeds not deposited in the Trust Account was $1,082,434 at closing of the Public Offering. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its franchise and income tax obligations. For a description of the proceeds generated in the Company’s Public Offering and a discussion of the use of such proceeds, we refer you to Note 3 of the unaudited condensed interim financial statements included in Part I, Item 1 of this Report.

The cash portion of the purchase price contemplated in the Business Combination Agreement will be funded by net proceeds in the Trust Account following any stockholder redemptions. We expect to fund the remainder of the cash portion of the purchase price through a debt financing that we intend to obtain from third parties.

Off-balance sheet financing arrangements

None.

19

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an administrative agreement to pay our Sponsor a monthly fee of $10,000 (and not to exceed this amount). This amount covers secretarial and administrative services provided to members of the Company’s management team by the Sponsor, members of the Sponsor, and the Company’s management team or their affiliates. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

On May 15, 2014, we issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,263,263, of which the proceeds of $1,000,000 were used as working capital in order to finance transaction costs in connection with the Business Combination and $263,263 was used to pay operating costs incurred in the period from inception through December 31, 2014. On May 12, 2015, we issued an additional non-interest bearing convertible promissory note to the Sponsor amounting to $1,343,790. For the three-month period ended September 30, 2015, the Sponsor has paid operating costs amounted to $247,019 ($168,431 for the year ended December 31, 2014). As of September 30, 2015, the total amount owed to the Sponsor was $4,071,929 ($1,511,799 as of December 31, 2014), recorded as a convertible promissory note and due to affiliate in the accompanying balance sheets. The convertible notes are due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following the consummation of the initial business combination. At the Sponsor’s election, following the consummation of a business combination, the notes will convert into our Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

In connection with the July Extension Meeting and the October Extension Meeting, the Company issued non-interest bearing promissory notes to the Sponsor for approximately $361,436 and $56,296, respectively. The Company used the proceeds from the notes to deposit $0.06 and $0.02 per share that was not redeemed in the Trust Account, respectively. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit in relation to the October Extension Meeting, there was approximately $29,921,377 in the Trust Account as of October 30, 2015, or approximately $10.63 per public share.

In addition, we issued an additional non-interest bearing convertible promissory note to our Sponsor on October 8, 2015 amounting to $1,250,000 to be used as working capital and to finance transaction costs. The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the notes will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Loss per share of Common Stock

Loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of Common Stock outstanding for the period.

20

Income taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Recently adopted accounting standard

The Company complied with the reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” At December 31, 2014, the Company adopted Accounting Standards Update (ASU) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. As of September 30, 2015 and December 31, 2014, the Company’s financial statements have been presented to conform with the reporting and disclosure requirements of ASU No. 2014-10.

Recent accounting pronouncement

In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of uncertainties about an entity’s ability to continue as a going concern”, which requires management to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the adoption of this ASU and its impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

To date, our efforts have been limited to organizational activities and activities relating to our initial public offering and the identification of a target business. Other than pursuing a potential Business Combination, we have neither engaged in any operations nor generated any revenues. As the proceeds from our initial public offering held in trust have been invested in short term investments, our only market risk exposure relates to fluctuations in interest rates.

As of September 30, 2015, the Company’s Trust Account consists of $63,913,876 (December 31, 2014: $72,833,815) (excluding approximately $1,897,500 of deferred underwriting discounts) all of which is held in cash.

We have not engaged in any hedging activities since our inception on July 3, 2013. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we, including our chief executive officer and chief financial officer, conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, our chief executive officer concluded that our disclosure controls and procedures are effective in timely alerting management of any material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21

PART II. other information

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

In addition to the information in this report, you should carefully consider the risks relating to our business that we identify in “Risk Factors” in our 10-K filed with the SEC on March 14, 2015, the risks described in our prospectus as filed with the SEC on October 25, 2013 (the “prospectus”) and our definitive proxy statement filed with the SEC on October 22, 2015 (the “definitive proxy”). This section supplements and updates that discussion. There have been no material changes to the risk factors set forth in our Form 10-K or the prospectus other than the addition of the following risk factors. Additional risk factors related to our proposed business combination with STG are also included in the preliminary proxy. For a complete understanding of the subject, you should read all risk factors together.

The risks we face could materially adversely affect our business, results of operations, financial condition, liquidity and net worth, and could cause our actual results to differ materially from our past results or the results contemplated by forward-looking statements contained in this report. However, these are not the only risks we face. In addition to the risks we discuss in our 10-K, the prospectus and the definitive proxy statement, we face risks and uncertainties not currently known to us or that we currently believe are immaterial.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales

None.

Use of Proceeds

The Company consummated the initial public offering (the “IPO”) on October 29, 2013 and received net proceeds of $73,545,000 which includes $7,215,000 received from the private placement of 721,500 shares to our Sponsor and $9,495,000 as a result of the underwriters’ exercise of the over-allotment option, which includes $765,000 additional private placement.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

Net proceeds of $72,795,000 from the IPO and simultaneous private placements of the Private Placement Shares were being held in a trust account (the “Trust Account”). An amount initially equal to 105.5% of the gross proceeds of the IPO was being held in the Trust Account and invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. As of May 2015, the amount held in the Trust Account was no longer invested in Government Treasury Bills, but held as cash in the Trust Account.

In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its franchise and income tax obligations.

Our Sponsor, officers and directors have agreed that the Company will have only 25 months from the date of the Company's prospectus (October 24, 2013) to consummate our initial Business Combination. If we are unable to consummate our initial Business Combination within 25 months, we will (i) cease all operations except for the purposes of winding up of our affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for payment of franchise and income taxes, pro rata to our public stockholders by way of redemption of our Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our net assets to our remaining stockholders, as part of our plan of dissolution and liquidation.

22

As of September 30, 2015, after giving effect to our IPO and our operations subsequent thereto, approximately $63,913,876 (December 31, 2014: $72,833,815) was held in the Trust Account and we had approximately $226,141 (December 31, 2014: $410,261) of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable Business Combination, and for general corporate matters.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. mine safety disclosures

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit
Number	Description
2.1	Stock Purchase Agreement, dated as of June 8, 2015, by and among (i) Global Defense & National Security Systems, Inc., (ii) Global Defense & National Security Holdings LLC, (iii) STG Group, Inc. (iv) the stockholders set forth on Annex A thereto and (v) Simon Lee, as Stockholders’ Representative, solely for purposes of Sections 1.2, 1.3, 6.3, 6.5, 6.7 and 6.22 and ARTICLES IX and XII (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on June 8, 2015).
3.1	Amended and Restated Certificate of Incorporation, effective October 23, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
3.2	Amended and Restated Bylaws, effective November 5, 2015 (incorporated by reference to exhibit 3.1 on the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on November 5, 2015).
10.1	Second Amended and Restated Investment Management Trust Agreement, dated October 23, 2015, by and between Global Defense & National Security Systems, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015)..
10.2	Second Amendment to Convertible Promissory Note, dated October 23, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.3	Second Amendment to Convertible Promissory Note, dated October 23, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.4	Amendment to Promissory Note, dated October 23, 2015 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.5	Amendment to Convertible Promissory Note, dated October 23, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.6	Amended and Restated Letter Agreement, dated October 23, 2015, between Global Defense & National Security Systems, Inc. and Global Defense & National Security Holdings LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.7*	Amended and Restated Letter Agreement, dated October 23, 2015, between Global Defense & National Security Systems, Inc. and Damian Perl.

10.8*	Amended and Restated Letter Agreement, dated October 23, 2015, between Global Defense & National Security Systems, Inc. and the Hon. David C. Gompert.
10.9*	Amended and Restated Letter Agreement, dated October 23, 2015, between Global Defense & National Security Systems, Inc. and Dale R. Davis.

23

10.10*	Amended and Restated Letter Agreement, dated October 23, 2015, between Global Defense & National Security Systems, Inc. and Frederic Cassis.
10.11*	Amended and Restated Letter Agreement, dated October 23, 2015, between Global Defense & National Security Systems, Inc. and Gavin Long.
10.12*	Amended and Restated Letter Agreement, dated October 23, 2015, between Global Defense & National Security Systems, Inc. and Craig Dawson.
10.13	Second Amendment to Underwriting Agreement, dated October 23, 2015, by and among Global Defense & National Security Systems, Inc., Cowen & Company, LLC, Maxim Group LLC and I-Bankers Securities Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.14	Second Amended and Restated Stock Escrow Agreement, dated October 23, 2015, by and among Global Defense & National Security Systems, Inc., Global Defense & National Security Holdings LLC and American Stock Transfer & Trust Company  (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.15	Second Amended and Restated Right of First Refusal and Corporate Opportunities Agreement, dated  October 24, 2015, by and among Global Defense & National Security Systems, Inc. and Global Integrated Security (USA) Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.16	Promissory Note, dated October 23, 2015, issued by Global Defense & National Security Systems, Inc. to Global Defense & National Security Holdings LLC  (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K (File No. 001-36149) filed with the Securities and Exchange Commission on October 23, 2015).
10.17*	Amended and Restated Backstop Purchase Agreement, dated as of October 17, 2015, by and between the Company and the Sponsor.
31.1*	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1*	Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2*	Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

*     Filed herewith.

24

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

Date: November 13, 2015

/s/ Dale R. Davis

Name: Dale R. Davis

Title: Chief Executive Officer (principal executive officer)

/s/ Craig Dawson

Name: Craig Dawson

Title: Chief Financial Officer (principal financial officer)

25

EX-10.7

Exhibit 10.7

October 23, 2015

Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550
Two Fountain Square

Reston, Virginia 20190

Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Company’s Common Stock is listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 13 hereof.

WHEREAS, the requisite number of stockholders of the Company have approved an amendment to the Company’s amended and restated certificate of incorporation to, among other things, extend the date before which the Company must complete a business combination from October 24, 2015 (the “Current Termination Date”) to November 24, 2015 (the “Extended Termination Date”); and

WHEREAS, the parties to the Current Letter Agreement desire to amend and restate the Current Letter Agreement to provide, among other things, that any references to the Current Termination Date shall be replaced with the Extended Termination Date.

The undersigned hereby agrees with the Company as follows:

1. If the Company solicits approval of its stockholders of a proposed Business Combination, the undersigned will vote all Insider Shares and any shares acquired by the undersigned in the IPO or the secondary public market in favor of any such proposed Business Combination. The undersigned will not convert any of the shares of Common Stock owned by the undersigned into their pro rata share of the aggregate amount then on deposit in the Trust Account in connection with a stockholder vote to approve a Business Combination or in connection with any vote to amend the Amended and Restated Certificate of Incorporation of the Company or sell any of the shares of Common Stock owned by the undersigned pursuant to a tender offer as described in the Registration Statement.

2. In the event that the Company fails to consummate a Business Combination within twenty-five (25) months from the effective date (the “Effective Date”) of the Registration Statement, the undersigned will take all reasonable actions within the undersigned’s power to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding IPO Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, less franchise and income taxes to the extent they may be paid from interest earned on the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The undersigned agrees that in connection with any cessation of the corporate existence of the Company, it will take all reasonable steps to cause the Company to adopt a plan of distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned hereby waives any and all right, title, interest or claim of any kind (each a “Claim”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Insider Shares in connection with a liquidation and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim against the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason, other than expressly permitted in the Registration Statement, including the redemption or liquidation of any IPO Shares purchased after the date of the IPO.

3. Except as disclosed in the Registration Statement, neither the undersigned nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided, that the undersigned shall be entitled to reimbursement from the Company upon approval by the Company’s Audit Committee for the undersigned’s reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

4. Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept from the Company a finder’s fee, broker commission or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

5. The undersigned shall place the undersigned’s Insider Shares in escrow, in accordance with the terms of a Securities Escrow Agreement which the Company will enter into with the undersigned and American Stock Transfer & Trust Company, as escrow agent, in form and substance acceptable to the Company.

6. Of the total Insider Shares, 50% of such shares will be released from escrow six months after the closing of a Business Combination. The remaining 50% of the Insider Shares will be released from escrow one year after the closing of a Business Combination. Prior to the conclusion of such escrow periods, the Insider Shares will not be transferred, assigned sold or released from escrow, subject to certain limited exceptions, including transfers (1) to the Company’s officers, directors and employees, to the undersigned’s affiliates or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities or (6) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and mandatory redemption, as the case may be.

7. The undersigned shall not transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until thirty (30) days after the completion of a Business Combination.

8. With respect to the undersigned, the information in the Registration Statement is true and accurate in all respects and does not omit any material information with respect to the undersigned. The undersigned represents and warrants that:

8.1 the undersigned is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

8.2 the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud; (ii) relating to any financial transaction or handling of funds of another person; (iii) pertaining to any dealings in any securities; or (iv) moral turpitude, and the undersigned is not currently a defendant in any such criminal proceeding;

8.3 the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

8.4 a petition under any federal bankruptcy laws or any state insolvency law was not filed by or against, nor was a receiver, fiscal agent or similar officer appointed by a court for the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past ten years;

8.5 the undersigned has not been subject to any order prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business practice;

8.6 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

8.7 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

8.8 the Company will not consummate any Business Combination that involves a target acquisition which is affiliated with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the "Sponsor"), or any of the officers or directors of the Company, including (i) an entity that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iii) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them (except an entity in which any of the foregoing or their affiliates are currently passive investors and had in the aggregate greater than 1% of the outstanding stock), unless the Company has obtained an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority and the approval of a majority of the Company’s disinterested and independent directors (if it has any at that time) that the Business Combination is fair to its unaffiliated stockholders from a financial point of view.

10. This Letter Agreement shall be binding on the Company and the undersigned and the undersigned’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the date upon which the Business Combination is consummated and (ii) the date upon which the liquidation and distribution of the Trust Account is completed, provided that the following Sections shall survive such termination: 3, 4, 5, 11, 12, and 13.

11. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and the New York Civil Practice Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him or it arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Letter Agreement.

13. As used herein:

13.1 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

13.2. “Business Combination” shall have the meaning set forth in the Registration Statement.

13.3 “Insiders” shall mean each of the following:

Damian Perl

Dale R. Davis

Craig Dawson

Frederic Cassis

Gavin Long

Hon. David C. Gompert

Global Defense & National Security Holdings LLC

13.4 “Insider Shares” shall mean all of the shares of Common Stock of the Company issued prior to the IPO and prior to the Private Placement Shares.

13.5 “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

13.6 “Registration Statement” shall mean the registration statement filed by the Company on Form S-1 (No. 333-191195) with the Securities and Exchange Commission on September 16, 2013, and any amendment or supplement thereto, in connection with the IPO.

13.7 “Private Placement Shares” shall mean the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.

13.8 “Trust Account” shall mean the trust account established pursuant to the Investment Management Trust Agreement entered into by and between the Company and American Stock Transfer & Trust Company, as Trustee (the “Trust Agreement”), the amounts therein to be released only in the event of the consummation of a Business Combination, a liquidation of the Company or as otherwise permitted by the Trust Agreement.

14. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned and the Company.

15. The undersigned’s biographical information, in the case of an individual, furnished to the Company is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. In the case of an individual, the undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

16. The undersigned, in the case of an individual, has full right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in the Registration Statement as an officer and/or director of the Company, as applicable.

Sincerely,

/s/ Damian Perl

Damian Perl

Accepted and agreed:

GLOBAL DEFENSE & NATIONAL SECURITY

SYSTEMS, INC.

By:	/s/ Frederic Cassis
Name:	Frederic Cassis
Title:	Secretary

[Signature Page to Insider Letter]

EX-10.8

Exhibit 10.8

October 23, 2015

Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550
Two Fountain Square

Reston, Virginia 20190

Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Company’s Common Stock is listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 13 hereof.

WHEREAS, the requisite number of stockholders of the Company have approved an amendment to the Company’s amended and restated certificate of incorporation to, among other things, extend the date before which the Company must complete a business combination from October 24, 2015 (the “Current Termination Date”) to November 24, 2015 (the “Extended Termination Date”); and

WHEREAS, the parties to the Current Letter Agreement desire to amend and restate the Current Letter Agreement to provide, among other things, that any references to the Current Termination Date shall be replaced with the Extended Termination Date.

The undersigned hereby agrees with the Company as follows:

1. If the Company solicits approval of its stockholders of a proposed Business Combination, the undersigned will vote all Insider Shares and any shares acquired by the undersigned in the IPO or the secondary public market in favor of any such proposed Business Combination. The undersigned will not convert any of the shares of Common Stock owned by the undersigned into their pro rata share of the aggregate amount then on deposit in the Trust Account in connection with a stockholder vote to approve a Business Combination or in connection with any vote to amend the Amended and Restated Certificate of Incorporation of the Company or sell any of the shares of Common Stock owned by the undersigned pursuant to a tender offer as described in the Registration Statement.

2. In the event that the Company fails to consummate a Business Combination within twenty-five (25) months from the effective date (the “Effective Date”) of the Registration Statement, the undersigned will take all reasonable actions within the undersigned’s power to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding IPO Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, less franchise and income taxes to the extent they may be paid from interest earned on the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The undersigned agrees that in connection with any cessation of the corporate existence of the Company, it will take all reasonable steps to cause the Company to adopt a plan of distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned hereby waives any and all right, title, interest or claim of any kind (each a “Claim”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Insider Shares in connection with a liquidation and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim against the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason, other than expressly permitted in the Registration Statement, including the redemption or liquidation of any IPO Shares purchased after the date of the IPO.

3. Except as disclosed in the Registration Statement, neither the undersigned nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided, that the undersigned shall be entitled to reimbursement from the Company upon approval by the Company’s Audit Committee for the undersigned’s reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

4. Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept from the Company a finder’s fee, broker commission or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

5. The undersigned shall place the undersigned’s Insider Shares in escrow, in accordance with the terms of a Securities Escrow Agreement which the Company will enter into with the undersigned and American Stock Transfer & Trust Company, as escrow agent, in form and substance acceptable to the Company.

6. Of the total Insider Shares, 50% of such shares will be released from escrow six months after the closing of a Business Combination. The remaining 50% of the Insider Shares will be released from escrow one year after the closing of a Business Combination. Prior to the conclusion of such escrow periods, the Insider Shares will not be transferred, assigned sold or released from escrow, subject to certain limited exceptions, including transfers (1) to the Company’s officers, directors and employees, to the undersigned’s affiliates or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities or (6) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and mandatory redemption, as the case may be.

7. The undersigned shall not transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until thirty (30) days after the completion of a Business Combination.

8. With respect to the undersigned, the information in the Registration Statement is true and accurate in all respects and does not omit any material information with respect to the undersigned. The undersigned represents and warrants that:

8.1 the undersigned is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

8.2 the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud; (ii) relating to any financial transaction or handling of funds of another person; (iii) pertaining to any dealings in any securities; or (iv) moral turpitude, and the undersigned is not currently a defendant in any such criminal proceeding;

8.3 the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

8.4 a petition under any federal bankruptcy laws or any state insolvency law was not filed by or against, nor was a receiver, fiscal agent or similar officer appointed by a court for the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past ten years;

8.5 the undersigned has not been subject to any order prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business practice;

8.6 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

8.7 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

8.8 the Company will not consummate any Business Combination that involves a target acquisition which is affiliated with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the "Sponsor"), or any of the officers or directors of the Company, including (i) an entity that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iii) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them (except an entity in which any of the foregoing or their affiliates are currently passive investors and had in the aggregate greater than 1% of the outstanding stock), unless the Company has obtained an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority and the approval of a majority of the Company’s disinterested and independent directors (if it has any at that time) that the Business Combination is fair to its unaffiliated stockholders from a financial point of view.

10. This Letter Agreement shall be binding on the Company and the undersigned and the undersigned’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the date upon which the Business Combination is consummated and (ii) the date upon which the liquidation and distribution of the Trust Account is completed, provided that the following Sections shall survive such termination: 3, 4, 5, 11, 12, and 13.

11. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and the New York Civil Practice Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him or it arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Letter Agreement.

13. As used herein:

13.1 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

13.2. “Business Combination” shall have the meaning set forth in the Registration Statement.

13.3 “Insiders” shall mean each of the following:

Damian Perl

Dale R. Davis

Craig Dawson

Frederic Cassis

Gavin Long

Hon. David C. Gompert

Global Defense & National Security Holdings LLC

13.4 “Insider Shares” shall mean all of the shares of Common Stock of the Company issued prior to the IPO and prior to the Private Placement Shares.

13.5 “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

13.6 “Registration Statement” shall mean the registration statement filed by the Company on Form S-1 (No. 333-191195) with the Securities and Exchange Commission on September 16, 2013, and any amendment or supplement thereto, in connection with the IPO.

13.7 “Private Placement Shares” shall mean the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.

13.8 “Trust Account” shall mean the trust account established pursuant to the Investment Management Trust Agreement entered into by and between the Company and American Stock Transfer & Trust Company, as Trustee (the “Trust Agreement”), the amounts therein to be released only in the event of the consummation of a Business Combination, a liquidation of the Company or as otherwise permitted by the Trust Agreement.

14. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned and the Company.

15. The undersigned’s biographical information, in the case of an individual, furnished to the Company is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. In the case of an individual, the undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

16. The undersigned, in the case of an individual, has full right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in the Registration Statement as an officer and/or director of the Company, as applicable.

Sincerely,

/s/ David C. Gompert

Hon. David C. Gompert

Accepted and agreed:

GLOBAL DEFENSE & NATIONAL SECURITY

SYSTEMS, INC.

By:	/s/ Frederic Cassis
Name:	Frederic Cassis
Title:	Secretary

[Signature Page to Insider Letter]

EX-10.9

Exhibit 10.9

October 23, 2015

Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550
Two Fountain Square

Reston, Virginia 20190

Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Company’s Common Stock is listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 13 hereof.

WHEREAS, the requisite number of stockholders of the Company have approved an amendment to the Company’s amended and restated certificate of incorporation to, among other things, extend the date before which the Company must complete a business combination from October 24, 2015 (the “Current Termination Date”) to November 24, 2015 (the “Extended Termination Date”); and

WHEREAS, the parties to the Current Letter Agreement desire to amend and restate the Current Letter Agreement to provide, among other things, that any references to the Current Termination Date shall be replaced with the Extended Termination Date.

The undersigned hereby agrees with the Company as follows:

1. If the Company solicits approval of its stockholders of a proposed Business Combination, the undersigned will vote all Insider Shares and any shares acquired by the undersigned in the IPO or the secondary public market in favor of any such proposed Business Combination. The undersigned will not convert any of the shares of Common Stock owned by the undersigned into their pro rata share of the aggregate amount then on deposit in the Trust Account in connection with a stockholder vote to approve a Business Combination or in connection with any vote to amend the Amended and Restated Certificate of Incorporation of the Company or sell any of the shares of Common Stock owned by the undersigned pursuant to a tender offer as described in the Registration Statement.

2. In the event that the Company fails to consummate a Business Combination within twenty-five (25) months from the effective date (the “Effective Date”) of the Registration Statement, the undersigned will take all reasonable actions within the undersigned’s power to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding IPO Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, less franchise and income taxes to the extent they may be paid from interest earned on the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The undersigned agrees that in connection with any cessation of the corporate existence of the Company, it will take all reasonable steps to cause the Company to adopt a plan of distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned hereby waives any and all right, title, interest or claim of any kind (each a “Claim”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Insider Shares in connection with a liquidation and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim against the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason, other than expressly permitted in the Registration Statement, including the redemption or liquidation of any IPO Shares purchased after the date of the IPO.

3. Except as disclosed in the Registration Statement, neither the undersigned nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided, that the undersigned shall be entitled to reimbursement from the Company upon approval by the Company’s Audit Committee for the undersigned’s reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

4. Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept from the Company a finder’s fee, broker commission or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

5. The undersigned shall place the undersigned’s Insider Shares in escrow, in accordance with the terms of a Securities Escrow Agreement which the Company will enter into with the undersigned and American Stock Transfer & Trust Company, as escrow agent, in form and substance acceptable to the Company.

6. Of the total Insider Shares, 50% of such shares will be released from escrow six months after the closing of a Business Combination. The remaining 50% of the Insider Shares will be released from escrow one year after the closing of a Business Combination. Prior to the conclusion of such escrow periods, the Insider Shares will not be transferred, assigned sold or released from escrow, subject to certain limited exceptions, including transfers (1) to the Company’s officers, directors and employees, to the undersigned’s affiliates or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities or (6) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and mandatory redemption, as the case may be.

7. The undersigned shall not transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until thirty (30) days after the completion of a Business Combination.

8. With respect to the undersigned, the information in the Registration Statement is true and accurate in all respects and does not omit any material information with respect to the undersigned. The undersigned represents and warrants that:

8.1 the undersigned is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

8.2 the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud; (ii) relating to any financial transaction or handling of funds of another person; (iii) pertaining to any dealings in any securities; or (iv) moral turpitude, and the undersigned is not currently a defendant in any such criminal proceeding;

8.3 the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

8.4 a petition under any federal bankruptcy laws or any state insolvency law was not filed by or against, nor was a receiver, fiscal agent or similar officer appointed by a court for the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past ten years;

8.5 the undersigned has not been subject to any order prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business practice;

8.6 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

8.7 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

8.8 the Company will not consummate any Business Combination that involves a target acquisition which is affiliated with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the "Sponsor"), or any of the officers or directors of the Company, including (i) an entity that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iii) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them (except an entity in which any of the foregoing or their affiliates are currently passive investors and had in the aggregate greater than 1% of the outstanding stock), unless the Company has obtained an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority and the approval of a majority of the Company’s disinterested and independent directors (if it has any at that time) that the Business Combination is fair to its unaffiliated stockholders from a financial point of view.

10. This Letter Agreement shall be binding on the Company and the undersigned and the undersigned’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the date upon which the Business Combination is consummated and (ii) the date upon which the liquidation and distribution of the Trust Account is completed, provided that the following Sections shall survive such termination: 3, 4, 5, 11, 12, and 13.

11. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and the New York Civil Practice Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him or it arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Letter Agreement.

13. As used herein:

13.1 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

13.2. “Business Combination” shall have the meaning set forth in the Registration Statement.

13.3 “Insiders” shall mean each of the following:

Damian Perl

Dale R. Davis

Craig Dawson

Frederic Cassis

Gavin Long

Hon. David C. Gompert

Global Defense & National Security Holdings LLC

13.4 “Insider Shares” shall mean all of the shares of Common Stock of the Company issued prior to the IPO and prior to the Private Placement Shares.

13.5 “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

13.6 “Registration Statement” shall mean the registration statement filed by the Company on Form S-1 (No. 333-191195) with the Securities and Exchange Commission on September 16, 2013, and any amendment or supplement thereto, in connection with the IPO.

13.7 “Private Placement Shares” shall mean the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.

13.8 “Trust Account” shall mean the trust account established pursuant to the Investment Management Trust Agreement entered into by and between the Company and American Stock Transfer & Trust Company, as Trustee (the “Trust Agreement”), the amounts therein to be released only in the event of the consummation of a Business Combination, a liquidation of the Company or as otherwise permitted by the Trust Agreement.

14. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned and the Company.

15. The undersigned’s biographical information, in the case of an individual, furnished to the Company is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. In the case of an individual, the undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

16. The undersigned, in the case of an individual, has full right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in the Registration Statement as an officer and/or director of the Company, as applicable.

Sincerely,

/s/ Dale R. Davis

Dale R. Davis

Accepted and agreed:

GLOBAL DEFENSE & NATIONAL SECURITY

SYSTEMS, INC.

By:	/s/ Frederic Cassis
Name:	Frederic Cassis
Title:	Secretary

[Signature Page to Insider Letter]

EX-10.10

Exhibit 10.10

October 23, 2015

Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550
Two Fountain Square

Reston, Virginia 20190

Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Company’s Common Stock is listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 13 hereof.

WHEREAS, the requisite number of stockholders of the Company have approved an amendment to the Company’s amended and restated certificate of incorporation to, among other things, extend the date before which the Company must complete a business combination from October 24, 2015 (the “Current Termination Date”) to November 24, 2015 (the “Extended Termination Date”); and

WHEREAS, the parties to the Current Letter Agreement desire to amend and restate the Current Letter Agreement to provide, among other things, that any references to the Current Termination Date shall be replaced with the Extended Termination Date.

The undersigned hereby agrees with the Company as follows:

1. If the Company solicits approval of its stockholders of a proposed Business Combination, the undersigned will vote all Insider Shares and any shares acquired by the undersigned in the IPO or the secondary public market in favor of any such proposed Business Combination. The undersigned will not convert any of the shares of Common Stock owned by the undersigned into their pro rata share of the aggregate amount then on deposit in the Trust Account in connection with a stockholder vote to approve a Business Combination or in connection with any vote to amend the Amended and Restated Certificate of Incorporation of the Company or sell any of the shares of Common Stock owned by the undersigned pursuant to a tender offer as described in the Registration Statement.

2. In the event that the Company fails to consummate a Business Combination within twenty-five (25) months from the effective date (the “Effective Date”) of the Registration Statement, the undersigned will take all reasonable actions within the undersigned’s power to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding IPO Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, less franchise and income taxes to the extent they may be paid from interest earned on the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The undersigned agrees that in connection with any cessation of the corporate existence of the Company, it will take all reasonable steps to cause the Company to adopt a plan of distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned hereby waives any and all right, title, interest or claim of any kind (each a “Claim”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Insider Shares in connection with a liquidation and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim against the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason, other than expressly permitted in the Registration Statement, including the redemption or liquidation of any IPO Shares purchased after the date of the IPO.

3. Except as disclosed in the Registration Statement, neither the undersigned nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided, that the undersigned shall be entitled to reimbursement from the Company upon approval by the Company’s Audit Committee for the undersigned’s reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

4. Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept from the Company a finder’s fee, broker commission or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

5. The undersigned shall place the undersigned’s Insider Shares in escrow, in accordance with the terms of a Securities Escrow Agreement which the Company will enter into with the undersigned and American Stock Transfer & Trust Company, as escrow agent, in form and substance acceptable to the Company.

6. Of the total Insider Shares, 50% of such shares will be released from escrow six months after the closing of a Business Combination. The remaining 50% of the Insider Shares will be released from escrow one year after the closing of a Business Combination. Prior to the conclusion of such escrow periods, the Insider Shares will not be transferred, assigned sold or released from escrow, subject to certain limited exceptions, including transfers (1) to the Company’s officers, directors and employees, to the undersigned’s affiliates or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities or (6) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and mandatory redemption, as the case may be.

7. The undersigned shall not transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until thirty (30) days after the completion of a Business Combination.

8. With respect to the undersigned, the information in the Registration Statement is true and accurate in all respects and does not omit any material information with respect to the undersigned. The undersigned represents and warrants that:

8.1 the undersigned is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

8.2 the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud; (ii) relating to any financial transaction or handling of funds of another person; (iii) pertaining to any dealings in any securities; or (iv) moral turpitude, and the undersigned is not currently a defendant in any such criminal proceeding;

8.3 the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

8.4 a petition under any federal bankruptcy laws or any state insolvency law was not filed by or against, nor was a receiver, fiscal agent or similar officer appointed by a court for the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past ten years;

8.5 the undersigned has not been subject to any order prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business practice;

8.6 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

8.7 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

8.8 the Company will not consummate any Business Combination that involves a target acquisition which is affiliated with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the "Sponsor"), or any of the officers or directors of the Company, including (i) an entity that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iii) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them (except an entity in which any of the foregoing or their affiliates are currently passive investors and had in the aggregate greater than 1% of the outstanding stock), unless the Company has obtained an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority and the approval of a majority of the Company’s disinterested and independent directors (if it has any at that time) that the Business Combination is fair to its unaffiliated stockholders from a financial point of view.

10. This Letter Agreement shall be binding on the Company and the undersigned and the undersigned’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the date upon which the Business Combination is consummated and (ii) the date upon which the liquidation and distribution of the Trust Account is completed, provided that the following Sections shall survive such termination: 3, 4, 5, 11, 12, and 13.

11. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and the New York Civil Practice Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him or it arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Letter Agreement.

13. As used herein:

13.1 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

13.2. “Business Combination” shall have the meaning set forth in the Registration Statement.

13.3 “Insiders” shall mean each of the following:

Damian Perl

Dale R. Davis

Craig Dawson

Frederic Cassis

Gavin Long

Hon. David C. Gompert

Global Defense & National Security Holdings LLC

13.4 “Insider Shares” shall mean all of the shares of Common Stock of the Company issued prior to the IPO and prior to the Private Placement Shares.

13.5 “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

13.6 “Registration Statement” shall mean the registration statement filed by the Company on Form S-1 (No. 333-191195) with the Securities and Exchange Commission on September 16, 2013, and any amendment or supplement thereto, in connection with the IPO.

13.7 “Private Placement Shares” shall mean the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.

13.8 “Trust Account” shall mean the trust account established pursuant to the Investment Management Trust Agreement entered into by and between the Company and American Stock Transfer & Trust Company, as Trustee (the “Trust Agreement”), the amounts therein to be released only in the event of the consummation of a Business Combination, a liquidation of the Company or as otherwise permitted by the Trust Agreement.

14. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned and the Company.

15. The undersigned’s biographical information, in the case of an individual, furnished to the Company is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. In the case of an individual, the undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

16. The undersigned, in the case of an individual, has full right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in the Registration Statement as an officer and/or director of the Company, as applicable.

Sincerely,

/s/ Frederic Cassis

Frederic Cassis

Accepted and agreed:

GLOBAL DEFENSE & NATIONAL SECURITY

SYSTEMS, INC.

By:	/s/ Dale R. Davis
Name:	Dale R. Davis
Title:	Chief Executive Officer

[Signature Page to Insider Letter]

EX-10.11

Exhibit 10.11

October 23, 2015

Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550
Two Fountain Square

Reston, Virginia 20190

Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Company’s Common Stock is listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 13 hereof.

WHEREAS, the requisite number of stockholders of the Company have approved an amendment to the Company’s amended and restated certificate of incorporation to, among other things, extend the date before which the Company must complete a business combination from October 24, 2015 (the “Current Termination Date”) to November 24, 2015 (the “Extended Termination Date”); and

WHEREAS, the parties to the Current Letter Agreement desire to amend and restate the Current Letter Agreement to provide, among other things, that any references to the Current Termination Date shall be replaced with the Extended Termination Date.

The undersigned hereby agrees with the Company as follows:

1. If the Company solicits approval of its stockholders of a proposed Business Combination, the undersigned will vote all Insider Shares and any shares acquired by the undersigned in the IPO or the secondary public market in favor of any such proposed Business Combination. The undersigned will not convert any of the shares of Common Stock owned by the undersigned into their pro rata share of the aggregate amount then on deposit in the Trust Account in connection with a stockholder vote to approve a Business Combination or in connection with any vote to amend the Amended and Restated Certificate of Incorporation of the Company or sell any of the shares of Common Stock owned by the undersigned pursuant to a tender offer as described in the Registration Statement.

2. In the event that the Company fails to consummate a Business Combination within twenty-five (25) months from the effective date (the “Effective Date”) of the Registration Statement, the undersigned will take all reasonable actions within the undersigned’s power to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding IPO Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, less franchise and income taxes to the extent they may be paid from interest earned on the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The undersigned agrees that in connection with any cessation of the corporate existence of the Company, it will take all reasonable steps to cause the Company to adopt a plan of distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned hereby waives any and all right, title, interest or claim of any kind (each a “Claim”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Insider Shares in connection with a liquidation and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim against the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason, other than expressly permitted in the Registration Statement, including the redemption or liquidation of any IPO Shares purchased after the date of the IPO.

3. Except as disclosed in the Registration Statement, neither the undersigned nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided, that the undersigned shall be entitled to reimbursement from the Company upon approval by the Company’s Audit Committee for the undersigned’s reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

4. Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept from the Company a finder’s fee, broker commission or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

5. The undersigned shall place the undersigned’s Insider Shares in escrow, in accordance with the terms of a Securities Escrow Agreement which the Company will enter into with the undersigned and American Stock Transfer & Trust Company, as escrow agent, in form and substance acceptable to the Company.

6. Of the total Insider Shares, 50% of such shares will be released from escrow six months after the closing of a Business Combination. The remaining 50% of the Insider Shares will be released from escrow one year after the closing of a Business Combination. Prior to the conclusion of such escrow periods, the Insider Shares will not be transferred, assigned sold or released from escrow, subject to certain limited exceptions, including transfers (1) to the Company’s officers, directors and employees, to the undersigned’s affiliates or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities or (6) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and mandatory redemption, as the case may be.

7. The undersigned shall not transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until thirty (30) days after the completion of a Business Combination.

8. With respect to the undersigned, the information in the Registration Statement is true and accurate in all respects and does not omit any material information with respect to the undersigned. The undersigned represents and warrants that:

8.1 the undersigned is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

8.2 the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud; (ii) relating to any financial transaction or handling of funds of another person; (iii) pertaining to any dealings in any securities; or (iv) moral turpitude, and the undersigned is not currently a defendant in any such criminal proceeding;

8.3 the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

8.4 a petition under any federal bankruptcy laws or any state insolvency law was not filed by or against, nor was a receiver, fiscal agent or similar officer appointed by a court for the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past ten years;

8.5 the undersigned has not been subject to any order prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business practice;

8.6 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

8.7 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

8.8 the Company will not consummate any Business Combination that involves a target acquisition which is affiliated with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the "Sponsor"), or any of the officers or directors of the Company, including (i) an entity that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iii) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them (except an entity in which any of the foregoing or their affiliates are currently passive investors and had in the aggregate greater than 1% of the outstanding stock), unless the Company has obtained an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority and the approval of a majority of the Company’s disinterested and independent directors (if it has any at that time) that the Business Combination is fair to its unaffiliated stockholders from a financial point of view.

10. This Letter Agreement shall be binding on the Company and the undersigned and the undersigned’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the date upon which the Business Combination is consummated and (ii) the date upon which the liquidation and distribution of the Trust Account is completed, provided that the following Sections shall survive such termination: 3, 4, 5, 11, 12, and 13.

11. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and the New York Civil Practice Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him or it arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Letter Agreement.

13. As used herein:

13.1 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

13.2. “Business Combination” shall have the meaning set forth in the Registration Statement.

13.3 “Insiders” shall mean each of the following:

Damian Perl

Dale R. Davis

Craig Dawson

Frederic Cassis

Gavin Long

Hon. David C. Gompert

Global Defense & National Security Holdings LLC

13.4 “Insider Shares” shall mean all of the shares of Common Stock of the Company issued prior to the IPO and prior to the Private Placement Shares.

13.5 “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

13.6 “Registration Statement” shall mean the registration statement filed by the Company on Form S-1 (No. 333-191195) with the Securities and Exchange Commission on September 16, 2013, and any amendment or supplement thereto, in connection with the IPO.

13.7 “Private Placement Shares” shall mean the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.

13.8 “Trust Account” shall mean the trust account established pursuant to the Investment Management Trust Agreement entered into by and between the Company and American Stock Transfer & Trust Company, as Trustee (the “Trust Agreement”), the amounts therein to be released only in the event of the consummation of a Business Combination, a liquidation of the Company or as otherwise permitted by the Trust Agreement.

14. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned and the Company.

15. The undersigned’s biographical information, in the case of an individual, furnished to the Company is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. In the case of an individual, the undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

16. The undersigned, in the case of an individual, has full right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in the Registration Statement as an officer and/or director of the Company, as applicable.

Sincerely,

/s/ Gavin Long

Gavin Long

Accepted and agreed:

GLOBAL DEFENSE & NATIONAL SECURITY

SYSTEMS, INC.

By:	/s/ Frederic Cassis
Name:	Frederic Cassis
Title:	Secretary

[Signature Page to Insider Letter]

EX-10.12

Exhibit 10.12

October 23, 2015

Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550
Two Fountain Square

Reston, Virginia 20190

Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Company’s Common Stock is listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 13 hereof.

WHEREAS, the requisite number of stockholders of the Company have approved an amendment to the Company’s amended and restated certificate of incorporation to, among other things, extend the date before which the Company must complete a business combination from October 24, 2015 (the “Current Termination Date”) to November 24, 2015 (the “Extended Termination Date”); and

WHEREAS, the parties to the Current Letter Agreement desire to amend and restate the Current Letter Agreement to provide, among other things, that any references to the Current Termination Date shall be replaced with the Extended Termination Date.

The undersigned hereby agrees with the Company as follows:

1. If the Company solicits approval of its stockholders of a proposed Business Combination, the undersigned will vote all Insider Shares and any shares acquired by the undersigned in the IPO or the secondary public market in favor of any such proposed Business Combination. The undersigned will not convert any of the shares of Common Stock owned by the undersigned into their pro rata share of the aggregate amount then on deposit in the Trust Account in connection with a stockholder vote to approve a Business Combination or in connection with any vote to amend the Amended and Restated Certificate of Incorporation of the Company or sell any of the shares of Common Stock owned by the undersigned pursuant to a tender offer as described in the Registration Statement.

2. In the event that the Company fails to consummate a Business Combination within twenty-five (25) months from the effective date (the “Effective Date”) of the Registration Statement, the undersigned will take all reasonable actions within the undersigned’s power to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding IPO Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, less franchise and income taxes to the extent they may be paid from interest earned on the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The undersigned agrees that in connection with any cessation of the corporate existence of the Company, it will take all reasonable steps to cause the Company to adopt a plan of distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned hereby waives any and all right, title, interest or claim of any kind (each a “Claim”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Insider Shares in connection with a liquidation and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim against the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason, other than expressly permitted in the Registration Statement, including the redemption or liquidation of any IPO Shares purchased after the date of the IPO.

3. Except as disclosed in the Registration Statement, neither the undersigned nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided, that the undersigned shall be entitled to reimbursement from the Company upon approval by the Company’s Audit Committee for the undersigned’s reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

4. Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept from the Company a finder’s fee, broker commission or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

5. The undersigned shall place the undersigned’s Insider Shares in escrow, in accordance with the terms of a Securities Escrow Agreement which the Company will enter into with the undersigned and American Stock Transfer & Trust Company, as escrow agent, in form and substance acceptable to the Company.

6. Of the total Insider Shares, 50% of such shares will be released from escrow six months after the closing of a Business Combination. The remaining 50% of the Insider Shares will be released from escrow one year after the closing of a Business Combination. Prior to the conclusion of such escrow periods, the Insider Shares will not be transferred, assigned sold or released from escrow, subject to certain limited exceptions, including transfers (1) to the Company’s officers, directors and employees, to the undersigned’s affiliates or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities or (6) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and mandatory redemption, as the case may be.

7. The undersigned shall not transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until thirty (30) days after the completion of a Business Combination.

8. With respect to the undersigned, the information in the Registration Statement is true and accurate in all respects and does not omit any material information with respect to the undersigned. The undersigned represents and warrants that:

8.1 the undersigned is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

8.2 the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud; (ii) relating to any financial transaction or handling of funds of another person; (iii) pertaining to any dealings in any securities; or (iv) moral turpitude, and the undersigned is not currently a defendant in any such criminal proceeding;

8.3 the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

8.4 a petition under any federal bankruptcy laws or any state insolvency law was not filed by or against, nor was a receiver, fiscal agent or similar officer appointed by a court for the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past ten years;

8.5 the undersigned has not been subject to any order prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business practice;

8.6 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

8.7 the undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

8.8 the Company will not consummate any Business Combination that involves a target acquisition which is affiliated with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the "Sponsor"), or any of the officers or directors of the Company, including (i) an entity that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iii) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them (except an entity in which any of the foregoing or their affiliates are currently passive investors and had in the aggregate greater than 1% of the outstanding stock), unless the Company has obtained an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority and the approval of a majority of the Company’s disinterested and independent directors (if it has any at that time) that the Business Combination is fair to its unaffiliated stockholders from a financial point of view.

10. This Letter Agreement shall be binding on the Company and the undersigned and the undersigned’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the date upon which the Business Combination is consummated and (ii) the date upon which the liquidation and distribution of the Trust Account is completed, provided that the following Sections shall survive such termination: 3, 4, 5, 11, 12, and 13.

11. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and the New York Civil Practice Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him or it arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Letter Agreement.

13. As used herein:

13.1 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

13.2. “Business Combination” shall have the meaning set forth in the Registration Statement.

13.3 “Insiders” shall mean each of the following:

Damian Perl

Dale R. Davis

Craig Dawson

Frederic Cassis

Gavin Long

Hon. David C. Gompert

Global Defense & National Security Holdings LLC

13.4 “Insider Shares” shall mean all of the shares of Common Stock of the Company issued prior to the IPO and prior to the Private Placement Shares.

13.5 “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

13.6 “Registration Statement” shall mean the registration statement filed by the Company on Form S-1 (No. 333-191195) with the Securities and Exchange Commission on September 16, 2013, and any amendment or supplement thereto, in connection with the IPO.

13.7 “Private Placement Shares” shall mean the shares of Common Stock purchased by the undersigned simultaneously with and subject to the consummation of the Company’s IPO, as set forth in that certain Private Placement Agreement, dated as of October 23, 2013, by and between the Company and the undersigned.

13.8 “Trust Account” shall mean the trust account established pursuant to the Investment Management Trust Agreement entered into by and between the Company and American Stock Transfer & Trust Company, as Trustee (the “Trust Agreement”), the amounts therein to be released only in the event of the consummation of a Business Combination, a liquidation of the Company or as otherwise permitted by the Trust Agreement.

14. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned and the Company.

15. The undersigned’s biographical information, in the case of an individual, furnished to the Company is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. In the case of an individual, the undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

16. The undersigned, in the case of an individual, has full right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in the Registration Statement as an officer and/or director of the Company, as applicable.

Sincerely,

/s/ Craig Dawson

Craig Dawson

Accepted and agreed:

GLOBAL DEFENSE & NATIONAL SECURITY

SYSTEMS, INC.

By:	/s/ Frederic Cassis
Name:	Frederic Cassis
Title:	Secretary

[Signature Page to Insider Letter]

EX-10.17

Exhibit 10.17

AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENT

This Amended and Restated Backstop Common Stock Purchase Agreement (this “Agreement”), is entered into as of October 17, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).

WHEREAS, the Company is a party to that certain Stock Purchase Agreement, dated as of June 8, 2015 (the “Stock Purchase Agreement”), among the Company, the Purchaser, STG Group, Inc. (“STG”), the Stockholders named therein and Simon Lee, as Stockholders’ Representative thereunder, with respect to a proposed transaction involving the Company and STG as described therein (the “Transaction”); and

WHEREAS, the Purchaser desires to purchase, and the Company desires to sell to the Purchaser, shares of the common stock of the Company, par value $0.0001 per share (“Common Stock”), pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.                  Backstop Purchases. Subject to the terms and conditions contained in this Agreement, the Company grants the Purchaser the right to purchase (the “Backstop Purchase”) shares of Common Stock from the Company, at a purchase price of $10.61 per share (the “Per Share Purchase Price”), payable by the Purchaser by wire transfer of immediately available funds at the closing of the Transaction (the “Closing”). The purchase right provided in this Agreement can only be exercised only in the event, and to the extent, that the Company determines that it will not meet the Threshold Cash Amount (as defined below). The term “Threshold Cash Amount” means Twenty Million Dollars ($20,000,000) in cash available to the Company from (1) the Trust Fund, following the payment in full to the Company’s stockholders who have requested to be redeemed in connection with the Closing, and (2) the payment of any aggregate purchase price for the Backstop Purchase. For the avoidance of doubt, any purchase of shares of Common Stock pursuant to this Section shall be at the Purchaser’s sole discretion.

2.                  Closing.

(a)          Purchase Price. At the Closing, the Purchaser shall deliver to the Company the Per Share Purchase Price for all of the shares being purchased by the Purchaser.

(b)          Certificates. At the Closing, the Company shall deliver to the Purchaser the shares purchased by the Purchaser pursuant to the Backstop Purchase (the “Shares”).

(c)          Legend. Each certificate evidencing the Shares and each certificate issued in exchange for or upon the transfer of any Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THEABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR UNLESS SUCH REGISTRATION IS NOT REQUIRED IN THE OPINION OF COUNSEL FOR THE COMPANY.”

(d)         Registration Rights.  At the Closing, the Company and the Purchaser shall enter into an amendment to that certain Registration Rights Agreement, dated as of October 23, 2013, by and between the Company and the Purchaser, to provide that the Shares shall be considered “Registrable Securities” as defined therein.

(e)          Mutual Closing Conditions. The obligations of each party hereto to purchase shares of Common Stock under this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(i)           The Transaction shall be consummated concurrently with or immediately following the purchase of the Shares.

(ii)          The representations and warranties of the other party in this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date).

(iii)         No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase of the Shares.

3.                  Representations and Warranties of the Purchaser.  The Purchaser represents and warrants to the Company as follows:

(a)          Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b)          Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The Purchaser has full entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Purchaser has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser.

(c)          Investment Representations.

(i)           The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

(ii)          The Purchaser has received, has thoroughly read, is familiar with and understands the contents of this Agreement.

(iii)         The Purchaser hereby acknowledges that an investment in the Shares involves certain significant risks. The Purchaser acknowledges that there is a substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing the risk of such investment for an indefinite period of time. The Purchaser has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. The Purchaser’s present financial condition is such that the Purchaser is under no present or contemplated future need to dispose of any portion of the Shares purchased hereby to satisfy any existing or contemplated undertaking, need or indebtedness. The Purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and the investment in the Company will not cause such overall commitment to become excessive.

(iv)        The Purchaser acknowledges that the Shares have not been registered under the Securities Act, or any state securities act, and are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or the Purchaser finds and complies with an available exemption under such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that it will be able to liquidate its investment in the Company.

2

(v)         There are substantial risk factors pertaining to an investment in the Company. The Purchaser acknowledges that it has read the information set forth above regarding certain of such risks and is familiar with the nature and scope of all such risks, including, without limitation, risks arising from the fact that the Company is an entity with limited operating history and financial resources; and the Purchaser is fully able to bear the economic risks of such investment for an indefinite period, and can afford a complete loss thereof.

(vi)        The Purchaser has been given the opportunity to (i) ask questions of and receive answers from the Company and its designated representatives concerning the terms and conditions of the purchase of the Shares, the Company and the business and financial condition of the Company and (ii) obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to assist the Purchaser in evaluating the advisability of the purchase of the Shares and an investment in the Company. The Purchaser further represents and warrants that, prior to signing this Agreement, it has asked such questions, received such answers and obtained such information as it has deemed necessary or advisable to evaluate the merits and risks of the purchase of the Shares and an investment in the Company. The Purchaser is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects.

(vii)       The Purchaser understands that no federal, state or other governmental authority has made any recommendation, findings or determination relating to the merits of an investment in the Company.

(viii)      The Purchaser acknowledges that neither the Company, nor any of its officers, directors, employees, agents or affiliates has made any representation or warranty, express or implied, regarding the Company, the Shares or otherwise, other than the representations and warranties set forth herein.

(ix)         The Purchaser acknowledges its obligations under the Securities Act, and the rules and regulations promulgated thereunder, with respect to the treatment of non-public information relating to the Company.

4.                  Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:

(a)           Organization. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware.

(b)           Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Company.

(c)           No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any of the transactions contemplated hereby, will: (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under, termination, cancellation, suspension or modification of, or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority or arbitrator (collectively, “Order”), (C) contract or agreement, (D) permit, license, certificate, waiver, filing, notice or authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect at the Closing, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound (other than receipt of the Restated Certificate Approval); or (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preemptive or preferential purchase or similar rights with respect to any of the Shares.

3

(d)          Authorization of the Shares. The Shares have been duly authorized, and when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable and will be free and clear of all liens, claims or encumbrances, other than (A) transfer restrictions hereunder, (B) transfer restrictions under federal and state securities laws, and (C) liens, claims or encumbrances imposed due to the actions of the Purchaser.

5.                  Termination.

This Agreement may be terminated at any time prior to the Closing:

(a)           by mutual written consent of the Company and the Purchaser; or

(b)           automatically upon any termination of the Stock Purchase Agreement.

In the event of any termination of this Agreement pursuant to this Section 5, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 5 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.

6.                  General Provisions.

(a)           Survival of Representations and Warranties.  All of the representations and warranties contained herein shall survive the Closing.

(b)           Entire Agreement.  This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(c)           Successors.  All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors.

(d)           Assignments. Neither party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

(e)           Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

(f)           Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

4

(g)           Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.

(h)           Waiver of Jury Trial.  The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

(i)           Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

(j)           Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to either party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(k)           Expenses. Except as otherwise expressly provided in this Agreement or in the definitive documents for the Transaction, each party hereto will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby.

(m)         Waiver. No waiver by either party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(n)           Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions as either party reasonably may deem to be practical and necessary in order to consummate the purchase and sale of Common Stock as contemplated by this Agreement.

(o)           Trust Fund Waiver. Reference is made to the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants and represents that it has read the Prospectus and understands that Company has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or Proceeding.

[Signature page follows]

5

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

COMPANY:
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.
By:	/s/ Dale R. Davis
Name:	Dale R. Davis
Title:	Chief Executive Officer
PURCHASER:
GLOBAL DEFENSE & NATIONAL SECURITY HOLDINGS LLC
By:	Black Marlin Ltd, its Manager
By:	/s/ Damian Perl
Name:	Damian Perl
Title:	Manager

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Dale R. Davis, certify that:

1.          I have reviewed this Quarterly Report on Form 10-Q of Global Defense & National Security Systems, Inc.;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)          All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 13, 2015	/s/ Dale R. Davis
	Dale R. Davis
	Chief Executive Officer
	(principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Craig Dawson, certify that:

1.          I have reviewed this Quarterly Report on Form 10-Q of Global Defense & National Security Systems, Inc.;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)          All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 13, 2015	/s/ Craig Dawson
	Craig Dawson
	Chief Financial Officer
	(principal financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, Dale R. Davis, Chief Executive Officer of Global Defense & National Security Systems, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2015	/s/ Dale R. Davis
	Dale R. Davis
	Chief Executive Officer
	(principal executive officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, Craig Dawson, Chief Financial Officer of Global Defense & National Security Systems, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2015
	/s/ Craig Dawson
	Craig Dawson
	Chief Financial Officer
	(principal financial officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

RELATED PARTY TRANSACTIONS (Details Textual) - USD ($)	1 Months Ended				9 Months Ended	18 Months Ended
	Jul. 21, 2015	Oct. 29, 2013	Oct. 24, 2013	Jul. 31, 2013	Sep. 30, 2015	Dec. 31, 2014	Oct. 08, 2015	May. 12, 2015
Related Party Transaction [Line Items]
Due to Affiliate, Current					$ 1,464,876	$ 248,536
Notes Payable, Related Parties, Current					$ 2,607,053	1,263,263
Sponsor Fees			$ 10,000
Business Combination Description OF Share Issued					50% of such shares will be released from escrow six months after the closing of the Business Combination. The remaining 50% of the Sponsors Shares will be released from escrow one year after the closing of the Business Combination.
Shares Issued, Price Per Share					$ 10.00
Description Of Letter Agreement For Director Compensation					According to the terms of these compensation letter agreements, subject to the completion of the Companys initial Business Combination, each of the Companys directors who continue to serve in that capacity following the Business Combination will be entitled to receive a one-time cash retainer, in the amount of $60,000 for the inside directors and between $33,750-$86,250 for independent directors. As long as each such director continues to serve on the board of directors, such director will thereafter be eligible for an annual cash retainer of $60,000, and an additional $5,000 for each committee of the board of directors on which such director serves.
Commercial Paper [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	$ 361,436
Debt Instrument Not Redemeed In Trust Account Price Per Share	$ 0.06
Debt Instrument, Payment Terms	The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Director [Member]
Related Party Transaction [Line Items]
Eligible To Receive Options To Purchase Of Common Stock					$ 60,000
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Eligible For Annual Cash Retainer					80,000
Eligible To Receive Options To Purchase Of Common Stock					$ 80,000
Private Placement [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues					721,500
Stock Issued During Period, Shares, Issued for Overallotment					76,500
Proceeds from Issuance of Private Placement		$ 7,215,000			$ 7,215,000
Proceeds From Issuance Of Private Placement Included In Overallotment					$ 76,500
Shares Issued, Price Per Share					$ 10.00
Sponsor [Member]
Related Party Transaction [Line Items]
Due to Affiliate, Current						263,263
Notes Payable, Related Parties, Current						1,263,263		$ 1,343,790
Additional Working Capital In Advance						$ 1,000,000
Stock Issued During Period, Shares, New Issues				2,003,225
Stock Issued During Period, Value, New Issues				$ 25,000
Sponsor [Member] | Convertible Debt [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current					$ 4,071,929
Sponsor [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current							$ 1,250,000
Sponsor [Member] | Subsequent Event [Member] | Convertible Debt [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current							$ 3,857,053

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in U.S. dollars in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

In July 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the period ended December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed form 10-Q or form 10-K reports with the SEC are required.

Recently adopted accounting standard

The Company complied with the reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” At December 31, 2014, the Company adopted Accounting Standards Update (ASU) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. As of September 30, 2015 and December 31, 2014, the Company’s financial statements have been presented to conform with the reporting and disclosure requirements of ASU No. 2014-10.

Net loss per common share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of common share is computed by dividing net loss attributable to common stock not subject to possible redemption by the weighted average number of shares of common share outstanding for the period.

Diluted net loss per share of common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus, to the extent dilutive, the incremental number of common shares to settle the convertible advance made by the Sponsor (see Note 5), as calculated using the treasury stock method. However, due to the losses presented for all periods, incremental common shares are not considered as they are antidilutive. As a result, diluted profit/loss per share of common share is the same as basic profit/loss per common share for the period. At September 30, 2015, the Company had an outstanding advance owing to Sponsor convertible into 245,254 common shares.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair value of financial instruments

The Company complies with ASC 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability:

							Significant Other
			Quoted Prices in		Significant Other		Unobservable
	September 30,		Active Markets		Observable		Inputs
Description	2015		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Cash held in Trust Account	$	63,913,876	$	63,913,876	$	-	$	-

							Significant Other
			Quoted Prices in		Significant Other		Unobservable
			Active Markets		Observable		Inputs
Description	December 31, 2014		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Cash held in Trust Account	$	3,563	$	3,563	$	-	$	-
Cash equivalents held in Trust Account: U.S. Government Treasury Bills	$	72,830,252	$	72,830,252	$	-	$	-

Recent accounting pronouncement

In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of uncertainties about an entity’s ability to continue as a going concern”, which requires management to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the adoption of this ASU and its impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2015 and December 31, 2014, the Company has a net deferred tax asset, before valuation allowance, of approximately $2,619,981 and $856,000 respectively, related to net operating loss carry forwards (which begin to expire in 2033), organizational costs, and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits as of September 30, 2015. The Company's conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax liabilities in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2015. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Company may be subject to potential examination by U.S. federal or U.S. states authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal and U.S. state tax laws.

The reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate for the three and nine months ended September 30, 2015 was as follows:

U.S. federal statutory income tax rate	35	%
Increase (decrease) in tax rate resulting from:
State and local income taxes net of federal benefit	3.9	%
Change in Valuation Allowance	(38.9)	%
Effective tax rate	0	%

Redeemable Common Stock

All of the shares of Common Stock sold at the Public Offering contained a redemption feature which allows for the redemption of shares of Common Stock under the Company's liquidation or tender offer/ stockholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that a Business Combination shall not be consummated if the Company has net tangible assets less than $5,000,001 upon such consummation.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock shall be affected by charges against paid-in capital.

Accordingly, at September 30, 2015, 4,792,150 (December 31, 2014, 6,125,315 of the Public Shares) are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.61 at September 30, 2015 and $10.55 at December 31, 2014).

XML

SUBSEQUENT EVENTS (Details Textual) - USD ($)		1 Months Ended
	Oct. 08, 2015	Oct. 23, 2015	Oct. 17, 2015	Jul. 17, 2015	Nov. 13, 2015	Oct. 30, 2015	Sep. 30, 2015	Jul. 24, 2015	Dec. 31, 2014
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share							$ 0.0001		$ 0.0001
Trust Equities [Member]
Subsequent Event [Line Items]
Share Price								$ 10.61
Deposits [Member]
Subsequent Event [Line Items]
Assets Held-in-trust, Current								$ 63,913,876
Commercial Paper [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount				$ 361,436
Debt Instrument Not Redemeed In Trust Account Price Per Share				$ 0.06
Debt Instrument, Payment Terms				The note will be repaid on the earlier of (1) November 24, 2015 (or, if the proposal to amend and restate our amended and restated certificate of incorporation to extend the amount of time we have to complete our business combination, which will be considered at a special meeting of our stockholders to be held on November 23, 2015 (the Extension Proposal), is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Subsequent Event [Member]
Subsequent Event [Line Items]
Redemption Of Common Stock Shares		3,209,123
Common Stock Redemption Price Per Share		$ 10.61
Redemption Of Common Stock Value		$ 34,048,795
Subsequent Event [Member] | Dividend Declared [Member]
Subsequent Event [Line Items]
Dividends Payable, Nature	The Company has declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the Dividend Shares) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015.
Subsequent Event [Member] | Backstop Purchase Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share			$ 10.61
Threshold Cash Amount			$ 20,000,000
Threshold Cash, Description			(1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.
Subsequent Event [Member] | Trust Equities [Member]
Subsequent Event [Line Items]
Share Price					$ 10.63	$ 10.63
Subsequent Event [Member] | Deposits [Member]
Subsequent Event [Line Items]
Assets Held-in-trust, Current					$ 29,921,377	$ 29,921,377
Subsequent Event [Member] | Commercial Paper [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 1,250,000	$ 56,296
Debt Instrument Not Redemeed In Trust Account Price Per Share		$ 0.02
Debt Instrument, Payment Terms	The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination.	The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Business Combination Description Of Transactions	At the Sponsors election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

XML

STOCKHOLDERS' EQUITY (Details Textual) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Stockholders Equity [Line Items]
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001

XML

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Global Defense & National Security Systems, Inc. (the “Company”) is an organized blank check company incorporated in Delaware on July 3, 2013. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (“Business combination”).

At September 30, 2015, the Company had not commenced any operations. All activity through September 30, 2015, relates to the Company’s formation, the initial public offering (“Public Offering”) described below in Note 3, activities relating to identifying and evaluating prospective Business Combination candidates and activities relating to general corporate matters.

The registration statement for the Public Offering was declared effective on October 24, 2013. The Company consummated the Public Offering on October 29, 2013 and received net proceeds of approximately $73,545,000 which includes $7,215,000 received from the private placement of 721,500 ( the “private placement”) shares to Global Defense & National Security Holdings LLC, a Delaware limited liability Company (the “sponsor”) (as described in Note 3).

The underwriters also exercised their over-allotment option on consummation of the Public Offering on October 29, 2013. The above net proceeds include $9,495,000 as a result of the over-allotment, which includes $765,000 additional private placement.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Public Offering (as defined in Note 3 below), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

As of September 30, 2015, net proceeds of $63,913,876 (less redemptions) from the Public Offering and simultaneous private placements of the placement shares (as described below in Note 3) are held in a trust account (“Trust Account”) in the United States maintained by American Stock Transfer & Trust Company, acting as trustee.

On May 20, 2015, the Company received written notice from the Staff of the Listing Qualifications Department (the “Staff”) of NASDAQ that based on the Company’s continued non-compliance with the minimum round lot shareholder requirement set forth in NASDAQ Listing Rule 5550(a)(3), the Staff determined to delist the Company’s securities. Following a hearing on June 18, 2015, the NASDAQ Listing Qualifications Panel granted the Company an extension until November 16, 2015 to meet the minimum round lot share requirement.

On July 17, 2015, the Company held a special meeting of stockholders (the “July Extension Meeting”). At the July Extension Meeting, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from July 24, 2015 to October 24, 2015. In accordance with our amended and restated certificate of incorporation, in connection with the July Extension Meeting and the approval of the amendments to the Company’s amended and restated certificate of incorporation, our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 876,072 shares of our Common Stock at a price of $10.55 per share, for a total redemption of approximately $9,242,560 that was effected on July 24, 2015. In addition, in connection with the July Extension Meeting, on July 21, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $361,436. The Company used the proceeds from the note to deposit $0.06 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the proposal to amend and restate our amended and restated certificate of incorporation to extend the amount of time we have to complete our business combination, which will be considered at a special meeting of our stockholders to be held on November 23, 2015 (the “Extension Proposal”), is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit, there was approximately $63,913,876 in the Trust Account as of September 30, 2015, or approximately $10.61 per public share.

On October 23, 2015, the Company held an additional special meeting of stockholders (the “October Extension Meeting”). At the October Extension Meeting, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from October 24, 2015 to November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 3,209,123 shares of our Common Stock at a price of $10.61 per share, for a total redemption of approximately $34,048,795 that was effected on October 27, 2015. In addition, in connection with the October Extension Meeting, on November 5, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $56,296. The Company used the proceeds from the note to deposit $0.02 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015(or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit, there was approximately $29,921,377 in the Trust Account as of November 13, 2015, or approximately $10.63 per public share.

On June 8, 2015, we entered into a Stock Purchase Agreement (the “Business Combination Agreement”) by and among the Company, Global Defense & National Security Holdings LLC (“Sponsor’), STG Group, Inc. (“STG”), the STG stockholders thereto (the “STG Stockholders”), and Simon Lee, as Stockholders’ Representative, pursuant to which, in exchange for the transfer to the Company of 100% of the outstanding shares of capital stock of STG, the STG Stockholders will receive a combination of cash and shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), consisting of (a) $75,000,000 in cash and (b) 8,578,199 new shares of the Company’s common stock, valued at a price of $10.55 per share. In addition, the Company will issue to the STG Stockholders 445,161 shares of the Common Stock held by the Sponsor that are being contributed by the Sponsor to the Company immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (subject to reduction to the extent the Sponsor forfeits any of these shares to the Company). In the event that, immediately following the closing, the share consideration would, in the aggregate, be less than 56.7% of the outstanding shares of Common Stock, the Stockholders’ Representative may elect to exchange a portion of the cash consideration for additional shares of Common Stock at a price of $10.55 per share, so that the STG Stockholders will own, in the aggregate, 56.7% of the outstanding shares of Common Stock following the closing. In addition, in the event that the transaction otherwise would not qualify for the tax treatment described in the Business Combination Agreement as a result of failure to satisfy the Control Requirement (as defined in the Business Combination Agreement), a portion of the cash consideration may be exchanged for additional shares of Common Stock at a price of $10.55 per share, so that the STG Stockholders, the Sponsor and any other person who receives shares of Common Stock in connection with an equity financing completed in connection with the closing, collectively own at least 80% of the outstanding shares of Common Stock immediately following the closing.

The Company will proceed with a Business Combination only if a majority of the outstanding shares of Common Stock cast at the meeting to approve the Business Combination are voted for approval of such Business Combination. In connection with such a vote, the Company will provide our stockholders with the opportunity to have their shares of our Common Stock converted to cash upon the consummation of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to us for the payment of taxes, divided by the number of then outstanding shares of Common Stock that were sold in the Public Offering, subject to the limitations described within the registration statement and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed Business Combination. These shares of Common Stock were recorded at a redemption value and classified as temporary equity prior to the Public Offering being closed, in accordance with ASC 480 “Distinguishing Liabilities from Equity”. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the initial Business Combination. The initial stockholder, Global Defense & National Security Holdings LLC (the “Sponsor”) has agreed, in the event the Company is required to seek stockholder approval of its Business Combination, to vote its Sponsor’s Shares (as defined in Note 5 below), Private Placement Shares (as defined in Note 3 below) and any Public Shares held, in favor of approving a Business Combination.

The Company entered into an Amended and Restated Backstop Purchase Agreement, dated as of October 17, 2015, (the ‘‘Backstop Purchase Agreement’’) with the Sponsor. The Backstop Purchase Agreement grants the Sponsor the right to purchase shares of Common Stock, at a price of $10.61 per share (the ‘‘Backstop Purchase’’). The purchase right can be exercised only in the event, and to the extent, that the Company will not meet the Threshold Cash Amount. The term ‘‘Threshold Cash Amount’’ means $20,000,000 in cash available to the Company from (1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.

The Company has declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the ‘‘Dividend Shares’’) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015. The Sponsor, with respect to the shares of Common Stock currently held by the Sponsor and any shares that may be acquired by the Sponsor upon any conversion of the convertible promissory notes currently held by the Sponsor, and STG Stockholders have agreed to forfeit any Dividend Shares they would be entitled to in exchange for no consideration. The Sponsor has not forfeited any right to receive any Dividend Shares in respect of any of the shares it acquires pursuant to the Backstop Purchase. Payment of the Dividend Shares is contingent upon the closing of the Business Combination and will be made as soon as practicable after the closing of the Business Combination.

Liquidation and going concern

On October 23, 2015, the Company held a special meeting of the stockholders at which its stockholders approved proposals to amend and restate the Company’s amended and restated certificate of incorporation to extend the time that the Company has to complete its initial Business Combination until November 24, 2015 (the “October Extension Meeting”). If the Company is unable to consummate its initial Business Combination by November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for payment of franchise and income taxes, pro rata to its public stockholders by way of redemption of its Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of its net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

The Sponsor has agreed to waive its redemption rights with respect to the Sponsor’s Shares and Private Placement Shares (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate our initial Business Combination within 25 months from the date of its prospectus (October 24, 2013), (iii) in connection with an expired or unwithdrawn tender offer, and (iv) upon its liquidation prior to the expiration of the 25 month period. However, if its Sponsor should acquire Public Shares in or after the Public Offering, it will be entitled to receive its pro rata share of cash proceeds distributed by the Company with respect to such Public Shares if the Company fails to consummate a Business Combination within the required time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not consummate a Business Combination within 25 months from the date of its prospectus (October 24, 2013) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the conversion of its Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial Public Offering price per share of Common Stock in the Public Offering.

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 226,141	$ 410,261
Prepaid insurance	20,000	44,884
Total current assets	246,141	455,145
Cash and investments held in Trust Account	63,913,876	72,833,815
Total assets	64,160,017	73,288,960
Current liabilities:
Accounts payable and accrued expenses	2,345,862	257,575
Convertible promissory note to affiliate	2,607,053	1,263,263
Due to affiliate	1,464,876	248,536
Total current liabilities	6,417,791	1,769,374
Deferred underwriters' fees	1,897,500	1,897,500
Total liabilities	8,315,291	3,666,874
Common stock subject to possible redemption: 4,792,150 shares (at redemption value) at September 30, 2015 (6,125,315 shares at December 31, 2014)	50,844,725	64,622,085
Stockholders' equity
Common stock, $.0001 par value, 100,000,000 shares authorized; 3,956,503 and 3,499,410 shares issued and outstanding (excluding 4,792,150 and 6,125,315 shares subject to possible redemption) at September 30, 2015 and December 31, 2014, respectively	396	350
Additional paid-in capital	11,742,179	7,207,424
Accumulated deficit	(6,742,574)	(2,207,773)
Total stockholders’ equity	5,000,001	5,000,001
Total liabilities and stockholders’ equity	$ 64,160,017	$ 73,288,960

XML

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Parenthetical] - shares	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
Temporary Equity, Shares Outstanding	4,792,150	6,125,315	6,199,529

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure	$ 250,000
Public Shares Redemption Limit On Net Tangible Assets	$ 5,000,001
Temporary Equity, Shares Outstanding	4,792,150	6,125,315	6,199,529
Temporary Equity, Redemption Price Per Share	$ 10.61	$ 10.55
Deferred Tax Assets, Operating Loss Carryforwards, Total	$ 2,619,981	$ 856,000
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities	245,254

XML

OVER-ALLOTMENT OPTION EXERCISED (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 29, 2013	Sep. 30, 2015
Over Allotment Option Exercised [Line Items]
Stock Issued During Period Public Offering Shares		6,900,000
IPO [Member]
Over Allotment Option Exercised [Line Items]
Shares Exercised From Over Allotment	900,000	900,000
Sale of Stock, Price Per Share		$ 10.00
Proceeds from Issuance Initial Public Offering		$ 69,000,000

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows From Operating Activities:
Net loss	$ (4,534,801)	$ (1,703,632)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest on Trust Account	(1,406)	(23,492)
Change in operating assets and liabilities:
Prepaid insurance	24,884	114,491
Accounts payable and accrued expenses	2,088,288	185,248
Due to affiliate	1,216,340	63,268
Net cash used in operating activities	(1,206,695)	(1,364,117)
Cash Flows from Investing Activities:
Cash released from Trust Account for redemptions	9,242,560	0
Increase in cash and investments held in Trust Account	(361,436)	0
Interest released from Trust to pay Franchise taxes	40,221	0
Net cash provided by investing activities	8,921,345	0
Cash Flows from Financing Activities:
Redemptions paid	(9,242,560)
Proceeds from convertible promissory note to affiliate	1,343,790	1,263,263
Net cash provided by financing activities	(7,898,770)	1,263,263
Decrease in cash	(184,120)	(100,854)
Cash at beginning of period	410,261	827,541
Cash at end of period	226,141	726,687
Supplemental Disclosure of Cash Flow Information:
Cash paid for Franchise taxes	$ 109,080	$ 55,182

XML

CONDENSED BALANCE SHEETS [Parenthetical] - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	3,956,503	3,499,410
Common Stock, Shares, Outstanding	3,956,503	3,499,410
Temporary Equity, Shares Outstanding	4,792,150	6,125,315

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

The accompanying financial statements are presented in U.S. dollars in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

In July 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the period ended December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed form 10-Q or form 10-K reports with the SEC are required.

Recently Adopted Accounting Standard [Policy Text Block]

Recently adopted accounting standard

The Company complied with the reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” At December 31, 2014, the Company adopted Accounting Standards Update (ASU) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. As of September 30, 2015 and December 31, 2014, the Company’s financial statements have been presented to conform with the reporting and disclosure requirements of ASU No. 2014-10.

Earnings Per Share, Policy [Policy Text Block]

Net loss per common share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of common share is computed by dividing net loss attributable to common stock not subject to possible redemption by the weighted average number of shares of common share outstanding for the period.

Diluted net loss per share of common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus, to the extent dilutive, the incremental number of common shares to settle the convertible advance made by the Sponsor (see Note 5), as calculated using the treasury stock method. However, due to the losses presented for all periods, incremental common shares are not considered as they are antidilutive. As a result, diluted profit/loss per share of common share is the same as basic profit/loss per common share for the period. At September 30, 2015, the Company had an outstanding advance owing to Sponsor convertible into 245,254 common shares.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair value of financial instruments

The Company complies with ASC 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability:

							Significant Other
			Quoted Prices in		Significant Other		Unobservable
	September 30,		Active Markets		Observable		Inputs
Description	2015		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Cash held in Trust Account	$	63,913,876	$	63,913,876	$	-	$	-

							Significant Other
			Quoted Prices in		Significant Other		Unobservable
			Active Markets		Observable		Inputs
Description	December 31, 2014		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Cash held in Trust Account	$	3,563	$	3,563	$	-	$	-
Cash equivalents held in Trust Account: U.S. Government Treasury Bills	$	72,830,252	$	72,830,252	$	-	$	-

New Accounting Pronouncements, Policy [Policy Text Block]

Recent accounting pronouncement

In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of uncertainties about an entity’s ability to continue as a going concern”, which requires management to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the adoption of this ASU and its impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Use of Estimates, Policy [Policy Text Block]

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Tax, Policy [Policy Text Block]

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2015 and December 31, 2014, the Company has a net deferred tax asset, before valuation allowance, of approximately $2,619,981 and $856,000 respectively, related to net operating loss carry forwards (which begin to expire in 2033), organizational costs, and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits as of September 30, 2015. The Company's conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax liabilities in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2015. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Company may be subject to potential examination by U.S. federal or U.S. states authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal and U.S. state tax laws.

The reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate for the three and nine months ended September 30, 2015 was as follows:

U.S. federal statutory income tax rate	35	%
Increase (decrease) in tax rate resulting from:
State and local income taxes net of federal benefit	3.9	%
Change in Valuation Allowance	(38.9)	%
Effective tax rate	0	%

Redeemable Common Stock [Policy Text Block]

Redeemable Common Stock

All of the shares of Common Stock sold at the Public Offering contained a redemption feature which allows for the redemption of shares of Common Stock under the Company's liquidation or tender offer/ stockholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that a Business Combination shall not be consummated if the Company has net tangible assets less than $5,000,001 upon such consummation.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock shall be affected by charges against paid-in capital.

Accordingly, at September 30, 2015, 4,792,150 (December 31, 2014, 6,125,315 of the Public Shares) are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.61 at September 30, 2015 and $10.55 at December 31, 2014).

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 13, 2015
Document Information [Line Items]
Entity Registrant Name	Global Defense & National Security Systems, Inc.
Entity Central Index Key	0001583513
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	GDEF
Entity Common Stock, Shares Outstanding		5,539,530
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability:

							Significant Other
			Quoted Prices in		Significant Other		Unobservable
	September 30,		Active Markets		Observable		Inputs
Description	2015		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Cash held in Trust Account	$	63,913,876	$	63,913,876	$	-	$	-

							Significant Other
			Quoted Prices in		Significant Other		Unobservable
			Active Markets		Observable		Inputs
Description	December 31, 2014		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Cash held in Trust Account	$	3,563	$	3,563	$	-	$	-
Cash equivalents held in Trust Account: U.S. Government Treasury Bills	$	72,830,252	$	72,830,252	$	-	$	-

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate for the three and nine months ended September 30, 2015 was as follows:

U.S. federal statutory income tax rate	35	%
Increase (decrease) in tax rate resulting from:
State and local income taxes net of federal benefit	3.9	%
Change in Valuation Allowance	(38.9)	%
Effective tax rate	0	%

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue	$ 0	$ 0	$ 0	$ 0
General and administrative expenses	1,736,996	364,069	4,536,207	1,727,124
Loss from operations	(1,736,996)	(364,069)	(4,536,207)	(1,727,124)
Interest income	0	112	1,406	23,492
Loss before provision for income taxes	(1,736,996)	(363,957)	(4,534,801)	(1,703,632)
Provision for income taxes	0	0	0	0
Net loss attributable to common stock not subject to possible redemption	$ (1,736,996)	$ (363,957)	$ (4,534,801)	$ (1,703,632)
Weighted average number of common shares, excluding shares subject to possible redemption - basic and diluted	3,806,603	3,445,303	3,601,641	3,378,610
Net loss per common share, excluding shares subject to possible redemption - basic and diluted	$ (0.46)	$ (0.11)	$ (1.20)	$ (0.50)

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

5. RELATED PARTY TRANSACTIONS

In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

On May 15, 2014, the Company issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,263,263, of which proceeds of $1,000,000 were used as working capital in order to finance transaction costs in connection with our efforts to pursue an initial Business Combination and $263,263 was used to pay operating costs incurred in the period from inception through December 31, 2014. On May 12, 2015, the Company issued an additional non-interest bearing convertible promissory note to the Sponsor amounting to $1,343,790.

As of September 30, 2015, the total amount owed to the Sponsor of $4,071,929, is recorded as convertible promissory notes and due to affiliate in the accompanying balance sheets. The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the notes will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

Effective October 8, 2015, the Company issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,250,000. Total amount owed to the Sponsor under the convertible promissory note amounts to $3,857,053.

In addition, in connection with the July Extension Meeting, on July 21, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $361,436. The Company used the proceeds from the note to deposit $0.06 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination.

In July 2013, the Company issued 2,003,225 shares of Common Stock to the Sponsor (the “Sponsor’s Shares”) for an aggregate purchase price of $25,000.

Simultaneously with the closing of the Public Offering, the Company completed the private sale of 721,500 shares of Common Stock (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share (including 76,500 shares from exercising of the over-allotment), to the Company’s Sponsor, generating gross proceeds to the Company of $7,215,000 (including additional $76,500 as a result of the over-allotment being exercised). The Private Placement Shares are identical to the shares sold in the Public Offering, except that the Sponsor has agreed (1) to vote the Private Placement Shares in favor of any proposed Business Combination, and (2) not to convert any Private Placement Shares in connection with a stockholder vote to approve any proposed initial Business Combination or to sell any Private Placement Shares to the Company pursuant to any tender offer in connection with any proposed initial Business Combination. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

The Sponsor’s Shares are identical to the Public Shares, except that (1) the Sponsor’s Shares are subject to certain transfer restrictions, as described in more detail below, and (2) our Sponsor has agreed: (i) to waive its redemption rights with respect to its Sponsor’s Shares, Private Placement Shares and Public Shares in connection with the consummation of a Business Combination and (ii) to waive its redemption rights with respect to its Sponsor’s Shares and Private Placement Shares if we fail to consummate a Business Combination within 25 months from the date of our prospectus (October 24, 2013). However, our Sponsor will be entitled to redemption rights with respect to any Public Shares it holds if we fail to consummate a Business Combination within such time period. If we submit our initial Business Combination to our public stockholders for a vote, our Sponsor has agreed to vote its Sponsor’s Shares, Private Placement Shares and any Public Shares held in favor of our initial Business Combination.

All of the Sponsor’s Shares outstanding at the time of the Public Offering were placed in escrow with American Stock Transfer & Trust Company, as escrow agent. Of the total Sponsor’s Shares, 50% of such shares will be released from escrow six months after the closing of the Business Combination. The remaining 50% of the Sponsor’s Shares will be released from escrow one year after the closing of the Business Combination.

On October 24, 2013, the date that its securities were first listed on the NASDAQ, the Company agreed to pay its Sponsor a total of $10,000 per month for office space, administrative services and secretarial support. This arrangement was agreed to by its Sponsor for its benefit and is not intended to provide its Sponsor compensation in lieu of salary or other remuneration. The Company believes that such fees are at least as favorable as the Company could have obtained from an unaffiliated person. Upon consummation of its initial Business Combination or our liquidation, the Company will cease paying these monthly fees.

On March 12, 2015, the Company entered into compensation letter agreements with certain directors, contingent upon the consummation of a Business Combination. According to the terms of these compensation letter agreements, subject to the completion of the Company’s initial Business Combination, each of the Company’s directors who continue to serve in that capacity following the Business Combination will be entitled to receive a one-time cash retainer, in the amount of $60,000 for the inside directors and between $33,750-$86,250 for independent directors. As long as each such director continues to serve on the board of directors, such director will thereafter be eligible for an annual cash retainer of $60,000, and an additional $5,000 for each committee of the board of directors on which such director serves. The chairman of the board of directors will be eligible for an adjusted annual cash retainer of $80,000, which will be inclusive of any committee retainers.

In addition, subject to consummation of the Company’s initial Business Combination and approval of a stock incentive plan by the Company’s stockholders, the Company’s independent directors who continue to serve on the board of directors following the Business Combination will be eligible to receive options to purchase a number of shares of the Company’s common stock equal to $60,000 ($80,000 for the chairman of the board of directors), at a price per share equal to the Company’s stock price on the grant date, which is expected to be two business days following the closing of the Business Combination. The options will be subject to a vesting schedule.

XML

OVER-ALLOTMENT OPTION EXERCISED

9 Months Ended

Sep. 30, 2015

Over Allotment Option Exercised [Abstract]

Over Allotment Option Exercised [Text Block]

4. OVER-ALLOTMENT OPTION EXERCISED

The Company announced on October 28, 2013 that the over-allotment option for its initial Public Offering was exercised and consummated to the full extent of 900,000 shares. The 6,900,000 Public Shares sold in the offering, including the 900,000 Public Shares sold pursuant to the over-allotment option, were sold at an offering price of $10.00 per share, generating gross proceeds of $69,000,000 to the Company.

XML

PUBLIC OFFERING (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Shares Issued, Price Per Share	$ 10.00
Amount Not Placed In Trust Account	$ 1,082,434
Business Acquisition, Percentage of Voting Interests Acquired	80.00%
Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	900,000
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	45 days
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	721,500
Shares Issued, Price Per Share	$ 10.00
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	6,900,000
Common Stock [Member] | IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	6,000,000

XML

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($)		1 Months Ended					9 Months Ended
	Oct. 08, 2015	Oct. 23, 2015	Oct. 17, 2015	Jul. 17, 2015	Jun. 08, 2015	Oct. 29, 2013	Sep. 30, 2015	Nov. 13, 2015	Oct. 30, 2015	Jul. 24, 2015	Dec. 31, 2014
Description Of Organization And Business Operations [Line Items]
Proceeds Deposited In Trust Account							$ 63,913,876
Public Shares Redemption Limit On Net Tangible Assets							$ 5,000,001
Common Stock, Par or Stated Value Per Share							$ 0.0001				$ 0.0001
July Extension Meeting [Member]
Description Of Organization And Business Operations [Line Items]
Redemption Of Common Stock Shares				876,072
Common Stock Redemption Price Per Share				$ 10.55
Redemption Of Common Stock Value				$ 9,242,560
STG Group, Inc [Member]
Description Of Organization And Business Operations [Line Items]
Percentage Of Outstanding Shares Of Capital Stock					100.00%
Common Stock, Par or Stated Value Per Share					$ 0.0001
Payments to Acquire Businesses, Gross					$ 75,000,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable					$ 8,578,199
Business Acquisition, Share Price					$ 10.55
Stock Issued During Period, Shares, Acquisitions					445,161
Business Combination Description Of Transactions					In the event that, immediately following the closing, the share consideration would, in the aggregate, be less than 56.7% of the outstanding shares of Common Stock, the Stockholders’ Representative may elect to exchange a portion of the cash consideration for additional shares of Common Stock at a price of $10.55 per share, so that the STG Stockholders will own, in the aggregate, 56.7% of the outstanding shares of Common Stock following the closing.
Percentage Of Common Stock Outstanding Shares					80.00%
Deposits [Member]
Description Of Organization And Business Operations [Line Items]
Assets Held-in-trust, Current										$ 63,913,876
Trust Equities [Member]
Description Of Organization And Business Operations [Line Items]
Share Price										$ 10.61
Commercial Paper [Member]
Description Of Organization And Business Operations [Line Items]
Debt Instrument Not Redemeed In Trust Account Price Per Share				$ 0.06
Debt Instrument, Face Amount				$ 361,436
Debt Instrument, Payment Terms				The note will be repaid on the earlier of (1) November 24, 2015 (or, if the proposal to amend and restate our amended and restated certificate of incorporation to extend the amount of time we have to complete our business combination, which will be considered at a special meeting of our stockholders to be held on November 23, 2015 (the Extension Proposal), is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Subsequent Event [Member]
Description Of Organization And Business Operations [Line Items]
Redemption Of Common Stock Shares		3,209,123
Common Stock Redemption Price Per Share		$ 10.61
Redemption Of Common Stock Value		$ 34,048,795
Subsequent Event [Member] | Dividend Declared [Member]
Description Of Organization And Business Operations [Line Items]
Dividends Payable, Nature	The Company has declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the Dividend Shares) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015.
Subsequent Event [Member] | Backstop Purchase Agreement [Member]
Description Of Organization And Business Operations [Line Items]
Common Stock, Par or Stated Value Per Share			$ 10.61
Threshold Cash Amount			$ 20,000,000
Threshold Cash, Description			(1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.
Subsequent Event [Member] | Deposits [Member]
Description Of Organization And Business Operations [Line Items]
Assets Held-in-trust, Current								$ 29,921,377	$ 29,921,377
Subsequent Event [Member] | Trust Equities [Member]
Description Of Organization And Business Operations [Line Items]
Share Price								$ 10.63	$ 10.63
Subsequent Event [Member] | Commercial Paper [Member]
Description Of Organization And Business Operations [Line Items]
Debt Instrument Not Redemeed In Trust Account Price Per Share		$ 0.02
Debt Instrument, Face Amount	$ 1,250,000	$ 56,296
Debt Instrument, Payment Terms	The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination.	The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Business Combination Description Of Transactions	At the Sponsors election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.
Underwriter [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from Issuance Initial Public Offering						$ 9,495,000
Proceeds from Issuance of Private Placement						765,000
Private Placement [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from Issuance Initial Public Offering						73,545,000
Proceeds from Issuance of Private Placement						$ 7,215,000	$ 7,215,000
Stock Issued During Period Shares Private Placement						721,500

XML

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2015

Stockholders Equity Note [Abstract]

Stockholders Equity Note Disclosure [Text Block]

8. STOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock.

XML

TRUST ACCOUNT

9 Months Ended

Sep. 30, 2015

Trust Account [Abstract]

Trust Account [Text Block]

6. TRUST ACCOUNT

A total of $72,795,000, which includes $65,580,000 of the net proceeds from the Public Offering and $7,215,000 from the private placement, was placed in the Trust Account.

After giving effect to the redemptions and the incentive deposit in connection with the July Extension Meeting, as of September 30, 2015, the Company’s Trust Account consists of $63,913,876 (December 31, 2014: $72,833,815), all of which is held in cash.

XML

COMMITMENT AND CONTINGENCIES

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

7. COMMITMENT AND CONTINGENCIES  

The underwriters were entitled to an underwriting discount of three percent (3.0%) which was paid in cash at the closing of the Public Offering, including any amounts raised pursuant to the over-allotment option. In addition, the underwriters will be entitled to a deferred fee of two and three quarter percent (2.75%) of the Public Offering, including any amounts raised pursuant to the over-allotment option, payable in cash upon the closing of a Business Combination.

XML

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

9. SUBSEQUENT EVENTS

At the October Extension Meeting on October 23, 2015, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from October 24, 2015 to November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015). In accordance with our amended and restated certificate of incorporation, in connection with the October Extension Meeting and the approval of the amendments to the Company’s amended and restated certificate of incorporation, our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 3,209,123 shares of our Common Stock at a price of $10.61 per share, for a total redemption of approximately $34,048,795 that was effected on October 27, 2015. In addition, in connection with the October Extension Meeting, on October 23, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $56,296. The Company used the proceeds from the note to deposit $0.02 per share that was not redeemed in the Trust Account. The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. After giving effect to the redemptions and the additional deposit, there was approximately $29,921,377 in the Trust Account as of October 30, 2015, or approximately $10.63 per public share.

The Company entered into an Amended and Restated Backstop Purchase Agreement, dated as of October 17, 2015, (the ‘‘Backstop Purchase Agreement’’) with the Sponsor. The Backstop Purchase Agreement grants the Sponsor the right to purchase shares of Common Stock, at a price of $10.61 per share (the ‘‘Backstop Purchase’’). The purchase right can be exercised only in the event, and to the extent, that the Company will not meet the Threshold Cash Amount. The term ‘‘Threshold Cash Amount’’ means $20,000,000 in cash available to the Company from (1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.

On October 8, 2015, the Company declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the ‘‘Dividend Shares’’) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015. The Sponsor, with respect to the shares of Common Stock currently held by the Sponsor and any shares that may be acquired by the Sponsor upon any conversion of the convertible promissory notes currently held by the Sponsor, and STG Stockholders have agreed to forfeit any Dividend Shares they would be entitled to in exchange for no consideration. The Sponsor has not forfeited any right to receive any Dividend Shares in respect of any of the shares it acquires pursuant to the Backstop Purchase. Payment of the Dividend Shares is contingent upon the closing of the Business Combination and will be made as soon as practicable after the closing of the Business Combination.

On October 8, 2015, we issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,250,000. The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	9 Months Ended
	Sep. 30, 2015
Schedule Of Effective Income Tax Rate Reconciliation [Line Items]
U.S. federal statutory income tax rate	35.00%
Increase (decrease) in tax rate resulting from:
State and local income taxes net of federal benefit	3.90%
Change in Valuation Allowance	(38.90%)
Effective tax rate	0.00%

XML

TRUST ACCOUNT (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Trust Account [Member]
Trust Account [Line Items]
Proceeds from Issuance or Sale of Equity	$ 72,795,000
Proceeds from Issuance Initial Public Offering	65,580,000
Proceeds from Issuance of Private Placement	7,215,000
Wells Fargo Money Market Mutual Fund [Member]
Trust Account [Line Items]
Assets Held-in-trust, Current	$ 63,913,876	$ 72,833,815

XML

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balances at Dec. 31, 2013	$ 5,000,001	$ 329	$ 5,084,805	$ (85,133)
Balances (in shares) at Dec. 31, 2013		3,298,212
Decrease in carrying amount of redeemable shares subject to possible redemption	1,703,632	$ 17	1,703,615	0
Decrease in carrying amount of redeemable shares subject to possible redemption (in shares)		161,482
Net loss attributable to common stock not subject to possible redemption	(1,703,632)			(1,703,632)
Balances at Sep. 30, 2014	5,000,001	$ 346	6,788,420	(1,788,765)
Balances (in shares) at Sep. 30, 2014		3,459,694
Balances at Dec. 31, 2014	5,000,001	$ 350	7,207,424	(2,207,773)
Balances (in shares) at Dec. 31, 2014		3,499,410
Decrease in carrying amount of redeemable shares subject to possible redemption	4,534,801	$ 46	4,534,755	0
Decrease in carrying amount of redeemable shares subject to possible redemption (in shares)		457,093
Net loss attributable to common stock not subject to possible redemption	(4,534,801)			(4,534,801)
Balances at Sep. 30, 2015	$ 5,000,001	$ 396	$ 11,742,179	$ (6,742,574)
Balances (in shares) at Sep. 30, 2015		3,956,503

XML

PUBLIC OFFERING

9 Months Ended

Sep. 30, 2015

Public Offering [Abstract]

Public Offering Disclosure [Text Block]

3. PUBLIC OFFERING

The Public Offering called for the Company to offer for sale 6,000,000 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), at $10.00 per share (or 6,900,000 shares of Common Stock after the underwriters’ over-allotment option was exercised in full) (“Public Shares”). The Company granted the underwriters a 45 day option to purchase up to 900,000 shares of Common Stock to cover over-allotment. The over-allotment option was exercised by the underwriter upon consummation of the Public Offering on October 29, 2013. The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Public Offering and the Sponsor’s Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to effect a Business Combination successfully. Upon closing the Public Offering, management agreed the price per Public Share sold in the Public Offering, including the proceeds of the private placement of the Private Placement Shares, be deposited in the Trust Account and invested in United States government treasury bills having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within 25 months from the date of our prospectus (October 24, 2013). Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Sponsor has agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, it may not be able to satisfy those obligations should they arise. The remaining net proceeds (held outside the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The amount of proceeds not deposited in the Trust Account (after Public Offering expenses) was $1,082,434 at closing of the Public Offering. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its franchise and income tax obligations.

The Company has its shares listed on the NASDAQ Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance.

In connection with the Public Offering, the Sponsor purchased shares of Common Stock at a price of $10.00 per share (the “Private Placement Shares”) in a private placement which occurred simultaneously with the consummation of the Public Offering. The purchase price of the Private Placement Shares is added to the proceeds from the Public Offering held in the Trust Account. If we do not complete a Business Combination within 25 months from the date of our prospectus (October 24, 2013), the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of our Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions with respect to the Private Placement Shares, which will expire worthless.

The Private Placement Shares will not be transferable, assignable or saleable until 30 days after the consummation of our initial Business Combination, subject to certain limited exceptions, including (i) to any member of our Sponsor (“Sponsor Member”), (ii) by gift to a member of the Sponsor Member’s immediate family for estate planning purposes or to a trust, the beneficiary of which is our Sponsor or a member of the Sponsor Member’s immediate family, (iii) if the Sponsor Member is not a natural person, by gift to a member of the immediate family of such Sponsor Member’s controlling person for estate planning purposes or to a trust, the beneficiary of which is our Sponsor’s controlling person or a member of the immediate family of such Sponsor Member’s controlling person, (iv) by virtue of the laws of descent and distribution upon death of the Sponsor Member, or (v) pursuant to a qualified domestic relations order; in each case where the transferee agrees to the terms of the private placement agreement governing such Private Placement Shares and the letter agreement signed by our Sponsor transferring such Private Placement Shares and such other documents as we may reasonably require. Until 30 days after the completion of the Business Combination, our Sponsor shall not pledge or grant a security interest in its Private Placement Shares or grant a security interest in our Sponsor’s rights under the private placement agreement governing such Private Placement Shares. The sale of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act.

XML

COMMITMENT AND CONTINGENCIES (Details Textual)	9 Months Ended
	Sep. 30, 2015
Commitments And Contingencies [Line Items]
Percentage Of Underwriting Discount	3.00%
Underwriter [Member]
Commitments And Contingencies [Line Items]
Deferred Fees Percentage	2.75%

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	$ 63,913,876	$ 72,833,815
U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	63,913,876	72,830,252
Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		3,563
Fair Value, Inputs, Level 1 [Member] | U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	63,913,876	72,830,252
Fair Value, Inputs, Level 1 [Member] | Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		3,563
Fair Value, Inputs, Level 2 [Member] | U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	0	0
Fair Value, Inputs, Level 2 [Member] | Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		0
Fair Value, Inputs, Level 3 [Member] | U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	$ 0	0
Fair Value, Inputs, Level 3 [Member] | Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		$ 0