(State or other jurisdiction of incorporation

or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1521 Westbranch Drive, Suite 100

McLean, Virginia

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Entry into a Material Definitive Agreement.

an Underwriting Agreement, dated August 4, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), as representative of the underwriters named in Schedule A therein, which contains customary representations and warranties and indemnification of the underwriter by the Company;

a Private Placement Warrant Purchase Agreement, dated August 4, 2021, between the Company and Gladstone Sponsor, LLC (the “Sponsor”), pursuant to which the Sponsor purchased 4,200,000 private placement warrants, each exercisable to purchase one share of Common Stock at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”);

a Representative Shares Purchase Agreement, dated August 4, 2021, between the Company and EF Hutton, pursuant to which EF Hutton purchased 200,000 shares of Common Stock, which contains customary representations and warranties by the Company and EF Hutton as subscriber for the Common Stock and pursuant to which EF Hutton has agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial business combination, agreed to

certain transfer restrictions with respect to the Company’s securities and agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any such shares held by them in connection with a stockholder vote to approve certain amendments to our amended and restated certificate of incorporation under certain circumstances and (iii) waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 15 months from the closing of the IPO (or 18 months from the closing of the IPO, if the Company extends the period of time to consummate a business combination, subject to certain obligations of the Sponsor);

a Warrant Agreement, dated August 4, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;

an Investment Management Trust Agreement, dated August 4, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;

a Registration Rights Agreement, dated August 4, 2021, among the Company, the Sponsor and EF Hutton, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for such other equityholders, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company’s securities;

a Letter Agreement, dated August 4, 2021, among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any share of Common Stock held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 15 months from the closing of the IPO (or 18 months from the closing of the IPO, if the Company extends the period of time to consummate a business combination, subject to certain obligations of the Sponsor); to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor; and

an Administrative Services Agreement, dated August 4, 2021, between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time, for $10,000 per month until the earlier of the Company’s initial business combination or liquidation.

Unregistered Sales of Equity Securities.

Amendments to Memorandum and Articles of Association.

Financial Statements and Exhibits.

/s/ Michael LiCalsi