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GLOBAL SYSTEM DYNAMICS, INC.

815 Walker Street

Suite 1155

Houston, TX

77002

________________________________________________________________

January 6, 2023

Via EDGAR

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3561

Washington D.C., 20549-7010

Attention: Melanie Singh

Re: 	Global System Dynamics, Inc.

Preliminary Proxy Statement
on Schedule 14A

Filed December 30, 2022

File No. 001-40707

Dear Ms. Singh:

I write on behalf of Global System Dynamics, Inc.
(the “Company”) in response to the Staff’s letter (the “Comment Letter”) of January 4, 2023, by the Division
of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced
Preliminary Proxy Statement on Schedule 14A filed by the Company on December 30, 2022.

Paragraph numbering used for each response corresponds
to the numbering used in the Comment Letter.

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.

In response to this comment, we respectfully advise
the Staff that the Company’s Sponsor is not, is not controlled by, and does not have substantial ties with, a non-U.S. person, aside
from a director of the Sponsor, who is Canadian.

However, the Company has prepared additional risk
factor disclosure that it proposes to include in its DEF 14A to discuss the risk that the Company 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”). The text of the proposed new disclosure is set forth below:

Were we considered to be a “foreign person,”
we might not be able to complete an initial Business Combination with a U.S. target company if such initial business combination is subject
to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United
States (“CFIUS”), or ultimately prohibited.

Certain federally licensed businesses in the United
States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is
an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons
in order to determine the effect of such transactions on the national security of the United States. Were we considered to be a “foreign
person” under such rules and regulations, any proposed Business Combination between us and a U.S. business engaged in a regulated
industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope
of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential
initial Business Combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate
an initial Business Combination with such business. In addition, if our potential Business Combination falls within CFIUS’s jurisdiction,
we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial Business
Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial Business Combination. Our Sponsor
is a U.S. entity, and the officers and directors of our Sponsor are U.S. persons save one director who is Canadian. Our sponsor is not
controlled by and does not have substantial ties with a non-U.S. person. However, if CFIUS has jurisdiction over our initial Business
Combination, CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns
with respect to such initial Business Combination or order us to divest all or a portion of a U.S. business of the combined company if
we had proceeded without first obtaining CFIUS clearance. If we were considered to be a “foreign person,” foreign ownership
limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain
initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, in such
circumstances, the pool of potential targets with which we could complete an initial Business Combination could be limited and we may
be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership issues.

Moreover, the process of government review, whether
by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial Business Combination, our failure
to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders
may only receive the value in the trust account, and our warrants will expire worthless. This will also cause you to lose any potential
investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.

Sincerely,

/s/ Rick Iler

Rick Iler

PEO and CFO

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