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 September 30, 2022


☐	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)

(713) 287-5800

(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 November 14, 2022, there were 10,702,330 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
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	2
	Condensed Statements of Operations for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022, and the period from January 14, 2021 (Inception) to September 30, 2021 (unaudited)	3
	Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022, the three months ended September 30, 2021, and the period from January 14, 2021 (Inception) to September 30, 2021 (unaudited)	4
	Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and the period from January 14, 2021 (Inception) to September 30, 2021 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Special Note Regarding Forward-Looking Statements	16
	Overview	16
	Results of Operations	16
	Liquidity and Capital Resources	16
	Off-Balance Sheet Arrangements	17
	Contractual Obligations	17
	Critical Accounting Policies	17
	Recent Accounting Standards	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
	Evaluation of Disclosure Controls and Procedures	18
	Changes in Internal Control over Financial Reporting	18
	Remediation Plan	18
PART II	OTHER INFORMATION
Item 1A.‌	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Default Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20

	September 30, 2022 (Unaudited)			December 31, 2021
Assets
Cash	$	23,519		$	769,484
Prepaid expenses		160,694			426,357
Total Current Assets		184,213			1,195,841
Prepaid expenses – non-current portion		—			39,110
Cash held in trust account		107,240,343			107,028,738
Total Assets	$	107,424,556		$	108,263,689
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses	$	42,925		$	252,894
Due to related party		13,162			11,683
Total Current Liabilities		56,087			264,577
Deferred underwriting discount		3,672,368			3,672,368
Total Liabilities		3,728,455			3,936,945
Commitments
Class A Common Stock subject to possible redemption, 10,492,480 shares at redemption value of $10.21 and $10.20 per share at September 30, 2022 and December 31, 2021		107,128,919			107,023,296
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 10,492,480 shares subject to redemption) at September 30, 2022 and December 31, 2021		21			21
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 2,623,120 shares issued and outstanding at September 30, 2022 and December 31, 2021		263			263
Additional paid-in capital		—			—
Accumulated deficit		(3,433,102	)		(2,696,836	)
Total Stockholders’ Deficit		(3,432,818	)		(2,696,552	)
Total Liabilities and Stockholders’ Deficit	$	107,424,556		$	108,263,689


	For the Three Months ended September 30,
	2022			2021			For the Nine Months ended September 30, 2022			For the period from January 14, 2021 (inception) to September 30, 2021
Formation and operating costs	$	353,414		$	354,965		$	1,073,750		$	355,653
Loss from operations		(353,414	)		(354,965	)		(1,073,750	)		(355,653	)

Other Income
Interest earned from Trust Account		392,826			633			443,107			633
Total other income		392,826			633			443,107			633
Net (loss) income	$	39,412		$	(354,332	)	$	(630,643	)	$	(355,020	)
Basic and diluted weighted average shares outstanding, Class A redeemable shares		10,492,480			5,996,403			10,492,480			2,215,539
Basic and diluted net (loss) income per share, Class A redeemable shares	$	0.00		$	(0.04	)	$	(0.05	)	$	(0.07	)
Basic and diluted weighted average shares outstanding, non-redeemable shares		2,832,970			2,678,812			2,832,970			2,566,067
Basic and diluted net (loss) income per non-redeemable share	$	0.00		$	(0.04	)	$	(0.05	)	$	(0.07	)


	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	)
Net loss	—		—	—		—		—		(281,451	)		(281,451	)
Balance as of June 30, 2022 (Unaudited)	209,850		21	2,623,120		263		—		(3,366,891	)		(3,366,607	)
Re measurement of Class A Common Stock subject to possible redemption	—		—	—		—		—		(105,623	)		(105,623	)
Net income	—		—	—		—		—		39,412			39,412
Balance as of September 30, 2022 (Unaudited)	209,850	$	21	2,623,120	$	263	$	—	$	(3,433,102	)	$	(3,432,818	)


	Class A Common Stock				Class B Common Stock
	Shares		Amount		Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance as of January 14, 2021 (Inception)		—	$	—		—		$	—		$	—		$	—		$	—
Issuance of Class B Common Stock to Original Sponsor		—		—		2,875,000			288			24,712			—			25,000
Balance as of March 31, 2021 (Unaudited)		—		—		2,875,000			288			24,712			(688	)		24,312
Net loss		—		—		—			—			—			—			—
Balance as of June 30, 2021 (Unaudited)		—		—		2,875,000			288			24,712			(688	)		24,312
Subsequent measurement of Class A Common Stock subject to possible redemption, to redemption value (Notes 1 and 2)		—		—		—			—			(155,854	)		(1,942,642	)		(2,098,496	)
Sale of Private Placement Warrants in connection with Initial Public Offering and Over-allotment		—		—		—			—			4,298,496			—			4,298,496
Issuance of Representative Shares in connection with Initial Public Offering and Over-allotment		209,850		21		—			—			2,098,479			—			2,098,500
Deferred Underwriters’ discount for Initial Public Offering and Over-allotment		—		—		—			—			(3,672,368	)		—			(3,672,368	)
Other Offering costs		—		—		—			—			(2,593,490	)		—			(2,593,490	)
Class B Common Stock forfeited		—		—		(251,880	)		(25	)		25			—
Net loss		—		—		—			—			—			(354,332	)		(354,332	)
Balance as of September 30, 2021 (Unaudited)		209,850	$	21		2,623,120		$	263		$	—		$	(2,297,662	)	$	(2,297,378	)


	For the Nine Months ended September 30, 2022			For the period from January 14, 2021 (inception) to September 30, 2021
Cash flows from operating activities:
Net loss	$	(630,643	)	$	(355,020	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned from Trust Account		(443,107	)		(633	)
Changes in operating assets and liabilities:
Prepaid expenses		304,773			(579,933	)
Due to related party		1,479			18,710
Accounts payable and accrued expenses		(209,969	)		195,946
Net cash used in operating activities		(977,467	)		(720,930	)
Cash flows from investing activities:
Investment of cash in trust account		—			(107,023,296	)
Interest withdrawal from Trust Account to pay for taxes		231,502			—
Net cash provided by (used in) investing activities		231,502			(107,023,296	)
Cash flows from financing activities:
Proceeds from initial public offering		—			104,924,800
Proceeds from private placement		—			4,298,496
Proceeds from sale of Common Stock to Original Sponsor		—			25,000
Proceeds from issuance of promissory note to related party		—			390,000
Payment of promissory note to related party		—			(390,000	)
Payment of deferred offering costs		—			(414,693	)
Net cash provided by financing activities		—			108,833,603
Net change in cash		(745,965	)		1,089,377
Cash, beginning of period		769,484			—
Cash, end of period	$	23,519		$	1,089,377
Supplemental Disclosure of Non-Cash Activities:
Initial value of Class A Common Stock subject to redemption	$	—		$	100,757,438
Deferred underwriters discount payable	$	—		$	3,672,368
Subsequent measurement of Class A Common stock subject to possible redemption, to redemption value	$	105,623		$	6,265,858
Issuance of Representative Shares	$	—		$	2,098,500
Accrued deferred offering cost	$	—		$	80,297


Gross Proceeds	$	104,924,800
Less:
Proceeds allocated to Public Warrants		(1,626,335	)
Issuance costs related to Class A Common Stock		(5,930,952	)
Plus:
Subsequent measurement 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
Plus:
Remeasurement of carrying value to redemption value		105,623
Class A Common Stock subject to possible redemption as of September 30, 2022	$	107,128,919


	For the Three Months ended September 30,
	2022		2021			For the Nine Months ended September 30, 2022			For the period from January 14, 2021 (inception) to September 30, 2021
Common Stock subject to possible redemption
Numerator:
Net (loss) income allocable to Class A Common Stock subject to possible redemption	$	31,033	$	(244,918	)	$	(496,569	)	$	(164,497	)
Denominator:
Weighted Average Redeemable shares of Class A Common Stock, Basic and Diluted		10,492,480		5,996,403			10,492,480			2,215,539
Basic and Diluted (loss) income per share, Redeemable Class A common stock	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.07	)
Non-Redeemable common stock
Numerator:
Net loss allocable to Class A and Class B Common Stock not subject to redemption	$	8,379	$	(109,414	)	$	(134,074	)	$	(190,523	)
Denominator:
Weighted Average Non-Redeemable Class A and Class B Common Stock, Basic and Diluted		2,832,970		2,678,812			2,832,970			2,566,067
Basic and diluted net (loss) income per share, Non-Redeemable common stock	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.07	)

	•	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

3.1		Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-40707), filed August 10, 2021

3.2		Bylaws, incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K (File No. 001-40707), filed March 29, 2022

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: November 14, 2022	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.