UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2023


☐	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: 001-40707

Global System Dynamics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	86-1458374
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

815 Walker Street, Ste. 1155 Houston, TX	77002
(Address of principal executive offices)	(Zip Code)

(740) 229-0829

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	GSDWU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	GSD	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	GSDWW	The Nasdaq Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 7, 2023, there were 686,916 shares of Class A common stock, $0.0001 par value, and 2,623,120 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents


		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	F-1
	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2023 and 2022 (unaudited)	F-2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months ended March 31, 2023 and 2022 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2023 and 2022 (unaudited)	F-4
	Notes to Condensed Consolidated Financial Statements (unaudited)	F-5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3
	Special Note Regarding Forward-Looking Statements	3
	Overview	3
	Recent Developments	4
	Results of Operations	6
	Liquidity, Capital Resources and Going Concern	7
	Off-Balance Sheet Financing Arrangements	8
	Contractual Obligations	8
	Critical Accounting Policies	8
	Recent Accounting Standards	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	9
	Evaluation of Disclosure Controls and Procedures	9
	Changes in Internal Control over Financial Reporting	9
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	10
Item 1A.‌	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	10

	March 31, 2023 (Unaudited)			December 31, 2022
Assets
Cash	$	485		$	8,480
Prepaid expenses		79,451			49,917
Total Current Assets		79,936			58,397

Cash held in Trust Account		14,411,751			109,099,978
Total Assets	$	14,491,687		$	109,158,375
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses	$	509,260		$	398,051
Due to related party		721,836			318,315
Income tax payable		298,582			182,057
Excise tax payable		953,567			—
Promissory Note - Extension		167,894			—
Convertible Promissory Note - Related Party		1,049,248			1,049,248
Total Current Liabilities		3,700,387			1,947,671
Deferred underwriting discount		3,672,368			3,672,368
Total Liabilities		7,372,755			5,620,039

Commitments and Contingencies
j
Class A Common Stock subject to possible redemption, 1,343,154 and 10,492,480 shares at redemption value of $10.43 and $10.37 per share at March 31, 2023 and December 31, 2022, respectively		14,004,818			108,755,289

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A Common Stock, $0.0001 par value; 200,000,000 shares authorized; 209,850 shares issued and outstanding (excluding 1,343,154 and 10,492,480 shares subject to possible redemption) at March 31, 2023 and December 31, 2022, respectively		21			21
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 2,623,120 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		263			263
Additional paid-in capital		—			—
Accumulated deficit		(6,886,170	)		(5,217,237	)
Total Stockholders’ Deficit		(6,885,886	)		(5,216,953	)
Total Liabilities and Stockholders’ Deficit	$	14,491,687		$	109,158,375


	For the Three Months ended March 31,
	2023			2022
Operating costs	$	578,672		$	391,244
Loss from operations		(578,672	)		(391,244	)

Other Income
Interest earned from Trust Account		586,079			2,640
Total other income		586,079			2,640

Income (loss) before provision for income taxes		7,407			(388,604	)
Provision for income taxes		116,525			—
Net loss	$	(109,118	)	$	(388,604	)

Basic and diluted weighted average shares outstanding, Class A redeemable shares		4,392,929			10,492,480
Basic and diluted net loss per share, Class A redeemable shares	$	(0.02	)	$	(0.03	)
Basic and diluted weighted average shares outstanding, non-redeemable shares		2,832,970			2,832,970
Basic and diluted net loss per non-redeemable share	$	(0.02	)	$	(0.03	)


	Class A Common Stock				Class B Common Stock
		Shares		Amount	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
Balance as of December 31, 2022		209,850	$	21	2,623,120	$	263	$	—	$	(5,217,237	)	$	(5,216,953	)

Remeasurement of Class A Common Stock subject to possible redemption		—		—	—		—		—		(606,248	)		(606,248	)
Excise tax payable attributable to redemption of common stock		—		—	—		—		—		(953,567	)		(953,567	)
Net loss		—		—	—		—		—		(109,118	)		(109,118	)
Balance as of March 31, 2023 (Unaudited)		209,850	$	21	2,623,120	$	263	$	—	$	(6,886,170	)	$	(6,885,886	)


	Class A Common Stock				Class B Common Stock
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
Balance as of December 31, 2021		209,850	$	21		2,623,120	$	263	$	—	$	(2,696,836	)	$	(2,696,552	)

Net loss		—		—		—		—		—		(388,604	)		(388,604	)
Balance as of March 31, 2022 (Unaudited)		209,850	$	21		2,623,120		263		—		(3,085,440	)	$	(3,085,156	)


	For the Three Months ended
	March 31, 2023			March 31, 2022
Cash flows from operating activities:
Net loss	$	(109,118	)	$	(388,604	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned from Trust Account		(586,079	)		(2,640	)
Changes in operating assets and liabilities:
Prepaid expenses		(29,534	)		55,714
Due to related party		403,521			(11,668	)
Accounts payable and accrued expenses		111,209			(112,212	)
Income tax payable		116,525			—
Net cash used in operating activities		(93,476	)		(459,410	)

Cash flows from investing activities:
Investment of cash in Trust Account		(167,894	)		—
Cash withdrawn for redemption of common stock		95,356,719			—
Interest withdrawal from Trust Account to pay for taxes		85,481			—
Net cash provided by investing activities		95,274,306			—

Cash flows from financing activities:
Proceeds from issuance of promissory note extension		167,894			—
Redemption of common stock		(95,356,719	)		—
Net cash used in financing activities		(95,188,825	)		—

Net change in cash		(7,995	)		(459,410	)
Cash, beginning of period		8,480			769,484
Cash, end of period	$	485		$	310,074

Supplemental Disclosure of Non-Cash Activities:
Excise tax payable	$	953,567		$	—
Subsequent measurement of Class A Common stock subject to possible redemption to redemption value	$	606,248		$	—

	Amount			Shares
Gross Proceeds	$	104,924,800			10,492,480
Less:
Proceeds allocated to Public Warrants		(1,626,335	)		—
Issuance costs related to Class A Common Stock		(5,930,952	)		—
Plus:
Remeasurement of carrying value to redemption value		9,655,783			—
Class A Common Stock subject to possible redemption as of December 31, 2021		107,023,296			10,492,480
Plus:
Remeasurement of carrying value to redemption value		1,731,993			—
Class A Common Stock subject to possible redemption as of December 31, 2022		108,755,289			10,492,480
Less:
Redemption		(95,356,719	)		(9,149,326	)
Plus:
Remeasurement of carrying value to redemption value		606,248			—
Class A Common Stock subject to possible redemption as of March 31, 2023	$	14,004,818			1,343,154

	•	in whole and not in part;

	•	at a price of $0.01 per warrant;

	•	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

	•	if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.


No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS***		Inline XBRL Instance Document

101.SCH***		Inline XBRL Taxonomy Extension Schema Document

101.CAL***		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE***		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBLR document)


	Global System Dynamics, Inc

Date: August 11, 2023	By:	/s/ Rick Iler
		Rick Iler
		Principal Financial Officer
		(Principal Executive Officer, Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Gladstone Acquisition Corp.