GSDWU Global Systems Dynamics Inc

 

 UNITED STATES 

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): January 2, 2024

 

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)		(IRS Employer Identification Number)

 

815 Walker Street, Suite 1155 Houston, Texas		77002
(Address of registrant’s principal executive office)		(Zip code)

 

(740) 229-0829

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 ☒

 

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 January 2, 2024, Global System Dynamics, Inc., a Delaware corporation (the “Company”), received a decision from the Nasdaq Hearings Panel (the “Panel”) conditionally granting the Company’s request for continued listing on the Nasdaq Capital Market, subject to the Company demonstrating compliance with minimum market value of listed securities of $35 million, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”), on or before April 1, 2024, and subject to fulfillment of certain other conditions, including the achievement of various interim milestones (the “Panel Decision”).

 

As previously disclosed in the Current Report on Form 8-K filed on April 13, 2023 by the Company, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company not being in compliance with the Market Value Standard for 30 consecutive business days, the Company was being provided an initial period of 180 calendar days, or until October 2, 2023 (the “Compliance Date”), to regain compliance with the Market Value Standard requirement. Further as previously disclosed in the Current Report on Form 8-K filed on October 10, 2023 by the Company, the Company did not regain compliance within the expiration of the 180-day extension that was previously granted by Nasdaq, and as a result, on October 4, 2023, the Company received notice from Nasdaq that the Company’s securities were subject to delisting from Nasdaq pending the Company’s opportunity to request a hearing before the Panel.

 

On November 17, 2023, the Company appealed Nasdaq’s determination in accordance with the procedures set forth in the Nasdaq Listing Rules and requested a hearing (the “Hearing Request”) before the Panel. A hearing before the Panel was conducted on December 7, 2023. The Panel Decision granted the Company’s request for continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the Nasdaq Listing Rules on or before April 1, 2024, and particularly subject to the Company filing its response to the Securities and Exchange Commission (the “SEC”) comments received on its Form S-4, by or before January 19, 2024.

 

The Panel Decision indicates that the Company may request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the Panel Decision, in which case a written request for review would need to be received within 15 days from the date of the Panel Decision. The Council may also on its own motion determine to review the Panel Decision.

 

The Panel Decision has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market The Company plans to file an amendment to its Form S-4 as soon as possible, followed on with completion of the other conditions as stated in the Panel Decision; however, no assurance can be given as to the definitive date on which such milestones will be achieved.

 

On January 3, 2024, the Company issued a press release regarding the Panel Decision. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

  

Exhibit No.		Description
99.1		Press Release dated January 3, 2024.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 8, 2024	GLOBAL SYSTEM DYNAMICS, INC
	By:	/s/ Rick Iler
	Name:	Rick Iler
	Title:	Principal Executive Officer and Chief Financial Officer

 

 

EXHIBIT 99.1

 

 

 

 

Global Systems Dynamics, Inc.’s Provides Update on Nasdaq Compliance Status and Process

 

HOUSTON, January 3, 2024 -- Global System Dynamics, Inc. (Nasdaq: GSD, GSDWW, GSDWU) (“GSD” or the “Company”) today provided an update regarding the status of its compliance with Nasdaq’s continued listed standards and anticipated next steps to maintain its listing on The Nasdaq Capital Market (“Nasdaq” or the “Exchange”).

 

Pursuant to a letter dated January 2, 2024, Nasdaq Hearings Panel (the “Staff”) granted GSD’s request to continue its listing on Nasdaq, subject to the Company filing its response to the Securities and Exchange Commission (the “SEC”) comments received on the Company’s Form S-4, by or before January 19, 2024. The Staff also requires GSD to complete its business combination with DarkPulse, Inc (OTC: DPLS) on or before April 1, 2024. The Company and its legal team are working diligently to meet the deadline.

 

Rick Iler, CFO of GSD, stated, “We are very excited to report that we have been granted a conditional extension to accomplish our business combination by Nasdaq by April 1, 2024. We will continue to work diligently to meet the stipulations of the Staff. Once completed, we remain confident that this transaction will create significant shareholder value.”

 

As previously disclosed by the Company, on April 5, 2023, Nasdaq notified the Company that it no longer complied with the market value of listed securities requirement pursuant to Nasdaq Listing Rule 5550(b)(2). In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until October 2, 2023, to regain compliance. On October 4, 2023, Nasdaq notified the Company that it had determined to delist the Company’s securities as it did not comply with the requirements for continued listing on the Nasdaq Capital Market. A hearing on the matter was held on December 7, 2023. Based on the information presented, the Staff has granted the Company’s request for an exception through April 1, 2024 to regain compliance with the continued listing requirements, conditioned upon the Company’s achievement of certain milestones included in the plan of compliance previously submitted to Nasdaq.

 

If the Company fails to evidence compliance upon filing its amended registration statement on Form S-4 with the SEC by the stipulated date, the Company may be subject to delisting. In the event the Company does not satisfy certain additional terms, the Staff will provide written notification that its securities will be delisted. There can be no assurance that despite Company’s completion of its compliance plan, Nasdaq will grant it an extension for its continued listing on the Nasdaq.

 

 

About Global System Dynamics, Inc.

 

GSD is a newly organized blank check company incorporated in January 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

In December 2022, GSD entered into a business combination agreement with DarkPulse, Inc., a Delaware corporation, the material terms of which are included in GSD’s filings with the Securities and Exchange Commission. The business combination is expected to be consummated upon completion of closing conditions which include, among other things, the approval of the transaction by DarkPulse’s stockholders, satisfaction of the conditions stated in the definitive business combination agreement and other customary closing conditions, including that the Securities and Exchange Commission completes its review of the proxy statement/prospectus relating to the transaction, the receipt of certain regulatory approvals, and the approval by The Nasdaq Stock Market to list the securities of the combined company.

 

For more information, visit www.gsd.xyz

 

Safe Harbor Statement

 

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

 

These forward-looking statements include, but are not limited to, statements regarding the terms and conditions of the proposed business combination and related transactions disclosed herein, the timing of the consummation of such transactions, assumptions regarding shareholder redemptions and the anticipated benefits and financial position of the parties resulting therefrom. These statements are based on various assumptions and/or on the current expectations of GSD or DarkPulse’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of GSD and/or DarkPulse. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the amount of redemption requests made by GSD’s public shareholders; NASDAQ’s approval of GSD’s initial listing application; changes in the assumptions underlying DarkPulse’s expectations regarding its future business; the effects of competition on DarkPulse’s future business; and the outcome of judicial proceedings to which DarkPulse is, or may become a party.

 

 

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that DarkPulse and GSD presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this press release. DarkPulse and GSD anticipate that subsequent events and developments will cause these assessments to change. However, while DarkPulse and/or GSD may elect to update these forward-looking statements at some point in the future, each of DarkPulse and GSD specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing DarkPulse’s or GSD (or their respective affiliates’) assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Contact

Global System Dynamics, Inc.
(740) 229-0829

 

Company Profile

Global System Dynamics, Inc.

Headquarters: Houston, Texas, USA

Website: https://gsd.xyz/

 

 

v3.23.4

Cover	Jan. 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 02, 2024
Entity File Number	001-40707
Entity Registrant Name	GLOBAL SYSTEM DYNAMICS, INC.
Entity Central Index Key	0001843248
Entity Tax Identification Number	86-1458374
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	815 Walker Street
Entity Address, Address Line Two	Suite 1155
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	(740)
Local Phone Number	229-0829
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half
Trading Symbol	GSDWU
Security Exchange Name	NASDAQ
Shares of Class A common stock included as
Title of 12(b) Security	Shares of Class A common stock included as
Trading Symbol	GSD
Security Exchange Name	NASDAQ
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
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	GSDWW
Security Exchange Name	NASDAQ

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