SEC Comment Letter 0000000000-23-000095 to Global System Dynamics, Inc. (CIK 0001843248)
Global System Dynamics, Inc. (CIK 0001843248)
Date: Jan. 4, 2023 · CIK: 0001843248 · Accession: 0000000000-23-000095
AI Filing Summary & Sentiment
File numbers found in text: 001-40707
Letter
United States securities and exchange commission logo January 4, 2023 Rick Iler Principal Executive Officer Global System Dynamics, Inc. 815 Walker Street Suite 1155 Houston, TX 77002 Re:Global System Dynamics, Inc. Preliminary Proxy Statement on Schedule 14A Filed December 30, 2022 File No. 001-40707 Dear Rick Iler: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameRick Iler Comapany NameGlobal System Dynamics, Inc. January 4, 2023 Page 2 FirstName LastName Rick Iler Global System Dynamics, Inc. January 4, 2023 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Melanie Singh at 202-551-4074 or Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Scott Doney, Esq.
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United States securities and exchange commission logo
January 4, 2023
Rick Iler
Principal Executive Officer
Global System Dynamics, Inc.
815 Walker Street
Suite 1155
Houston, TX 77002
Re:Global System Dynamics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed December 30, 2022
File No. 001-40707
Dear Rick Iler:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to
this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameRick Iler
Comapany NameGlobal System Dynamics, Inc.
January 4, 2023 Page 2
FirstName LastName
Rick Iler
Global System Dynamics, Inc.
January 4, 2023
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Melanie Singh at 202-551-4074 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Scott Doney, Esq.