UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____ to ____

 Commission File Number 001-14785

 GSE Systems, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 52-1868008

 (State of incorporation)

 (I.R.S. Employer Identification Number)

 6940 Columbia Gateway Dr., Suite 470, Columbia MD

 21046

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: ( 410)
 970-7800

 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.01 Par Value

 GVP

 NASDAQ
 Capital Market

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
 Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
 the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
 or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
 financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
 reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
 received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in rule 12(b)-2 of the Exchange Act). Yes No

 The aggregate market value of Common Stock held by non-affiliates of the Registrant was $ 8,928,827 on June 30, 2023, the last business day of the Registrant's most recently completed second fiscal quarter, based on the closing price of such stock on that date of $3.60.

 The number of shares outstanding of the registrant's Common Stock as of March 31, 2024 was 3,239,355 shares.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Securities
 Exchange Act of 1934, as amended, are incorporated by reference into Part III.

 Auditor Name: FORVIS, LLP

 Auditor Location: Tysons, VA

 PCAOB ID: 686

 EXPLANATORY NOTE

 GSE Systems, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment") to its Annual Report on Form 10-K for the year ended December 31,
 2023, as filed with the Securities and Exchange Commission on April 2, 2024 (the "Original Report"), solely to correct a clerical error in the number of outstanding shares of the Company's common stock at March 31, 2024 set forth on the cover page of
 the Original Report. The correct number of shares of the Company's common stock outstanding at March 31, 2024 was 3,239,355 as set forth on the cover page of this Amendment.

 Except as described above, no changes have been made to the Original Report. This Amendment does not modify, amend or update any financial information in
 the Original Report. This Amendment continues to speak as of the date of the Original Report, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the Original Report.

 As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications by the

 Company's principal executive officer and principal financial officer, which are being filed as exhibits to the Amendment. Because the Amendment includes no financial
 statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Item 6.

 Exhibits

 31.1

 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, filed herewith.

 31.2

 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 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 thereunto duly authorized.

 Date: April 2, 2024

 GSE SYSTEMS, INC.

 /S/ KYLE J. LOUDERMILK

 Kyle J. Loudermilk

 Chief Executive Officer

 (Principal Executive Officer)

 /S/ EMMETT A. PEPE

 Emmett A. Pepe

 Chief Financial Officer

 (Principal Financial and Accounting Officer)