Current Report Filing (8-k)
14 4월 2023 - 12:43AM
Edgar (US Regulatory)
0001843248
false
0001843248
2023-04-05
2023-04-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April
5, 2023
Global System Dynamics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-40707 |
86-1458374 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
|
|
|
815
Walker Street, Ste. 1155
Houston, TX |
77002 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (740) 229-0829
|
____________
(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
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 is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [X]
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.
Item 3.01 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On April 5, 2022, Global System Dynamics, Inc. (the
“Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock
Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value
of Listed Securities (“MVLS”) was below the $35 million minimum requirement for continued inclusion on The Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).
The notification received has no immediate effect
on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period
of 180 calendar days, or until October 2, 2023 (the “Compliance Date”), to regain compliance with the MVLS Requirement. If,
at any time before the Compliance Date, the Company’s MVLS closes at $35 million or more for a minimum of 10 consecutive business
days, the Staff will provide the Company with written confirmation of compliance with the MVLS Requirement.
The Company intends to monitor the market value of
the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the MVLS Requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index below, which is incorporated
by reference herein.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Global System Dynamics, Inc
/s/ Rick Iler
Rick Iler
Principal Executive Officer, Chief Financial Officer and Secretary
Date: April 13, 2023
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