TEXT-EXTRACT 2 filename2.txt 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 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, FirstName LastNameRick Iler Division of Corporation Finance Comapany NameGlobal System Dynamics, Inc. Office of Real Estate & Construction January 4, 2023 Page 2 cc: Scott Doney, Esq. FirstName LastName