Core Viewpoint - K Wave Media Ltd. is set to begin trading on Nasdaq on May 14, 2025, under the ticker "KWM" following its business combination with Global Star Acquisition Inc. [1] Group 1: Business Combination Details - The business combination was approved by Global Star's stockholders on February 3, 2025 [2] - K Wave Media Ltd. will be led by Tan Chin Hwee, who is the Executive Chairman and Interim CEO of K Enter, until a successor is appointed [3] Group 2: Company Background - K Enter Holdings Inc. is a Delaware corporation that has contracts to acquire controlling equity interests in six diversified entertainment operating companies based in Korea, which are involved in entertainment content, IP creation, merchandising, and investment [5] - The six companies include Play Company Co., Ltd., Solaire Partners Ltd., Studio Anseilen Co., Ltd., The LAMP Co., Ltd., Bidangil Pictures Co., Ltd., and Apeitda Co., Ltd., each specializing in various aspects of K-content production [5] Group 3: Strategic Goals - K Enter aims to enhance its visibility in the U.S. market to attract a core retail and institutional shareholder base while focusing on growth initiatives across the value chain of Korean entertainment and media [3]

IPO and Fundraising - The Company completed its IPO on September 22, 2022, raising gross proceeds of $80 million from the sale of 8,000,000 units at $10.00 per unit[108]. - An additional $12 million was raised through the over-allotment option, with 1,200,000 units sold at $10.00 per unit on October 4, 2022[109]. - A total of $94.3 million from the IPO and private placements was deposited in a trust account for the benefit of public stockholders[111]. - The Company generated gross proceeds of $80,000,000 from its Initial Public Offering of 8,000,000 Units at $10.00 per Unit[142]. - Total transaction costs related to the IPO amounted to $4,788,510, including $920,000 in underwriting fees and $3,220,000 in deferred underwriting fees[143]. Business Combination and Mergers - The Company extended the deadline to complete its initial business combination to June 22, 2024, with stockholders redeeming 4,052,066 shares for approximately $10.53 per share, totaling $42,680,726[113]. - The Merger Agreement with K Enter Holdings Inc. was signed on June 15, 2023, involving a merger with K Wave Media Ltd., which will be the surviving entity[116]. - Upon closing of the Acquisition Merger, K Enter's common stock will convert into Purchaser Ordinary Shares based on a conversion ratio derived from 59,000,000 Purchaser Ordinary Shares divided by the Aggregate Fully Diluted K Enter Common Shares[118]. - The closing of the merger is subject to conditions including stockholder approvals and the effectiveness of a registration statement on Form F-4[119]. - The base value of the merger consideration was reduced from $610 million to $590 million as per the First Amendment to the Merger Agreement[134]. - The outside date for consummating the business combination has been extended to June 22, 2025, as per the Fourth Amendment to the Merger Agreement[136]. - The Company has until May 22, 2025, to complete a Business Combination, with a potential extension to June 22, 2025[153]. - If the Business Combination is not completed by the deadline, the Company will cease operations and redeem Public Shares based on the Trust Account balance[148]. Financial Performance - As of December 31, 2024, the Company reported a net loss of $768,551, with operating costs of $2,091,648 primarily due to legal, professional, and advisory fees[139]. - For the year ended December 31, 2023, the Company had a net income of $1,044,077, driven by interest income of $3,942,920 from marketable securities[140]. - The Company withdrew $1,794,938 from the Trust Account for tax liabilities since its IPO on September 22, 2022, with $1,288,941 remitted to tax authorities[141]. - As of December 31, 2024, the Company had $510,939 in cash, restricted for tax payments, and a working capital deficit of $5,017,714[144]. - As of December 31, 2024, the Company had cash of $510,939 in operating accounts and $4,374,657 in the Trust Account, resulting in a working capital deficit of $5,017,714[154]. Shareholder Activity - Stockholders redeemed 4,010,928 shares for approximately $11.12 per share at the June 2024 Meeting, resulting in $44,605,448 removed from the Trust Account[114]. - At the November 2024 Meeting, stockholders redeemed 756,131 shares for approximately $11.40 per share, leading to $8,620,940 being withdrawn from the Trust Account[115]. - Stockholders redeemed 4,052,066 shares for cash at approximately $10.53 per share, resulting in $42,680,726 withdrawn from the Trust Account[150]. - A further redemption of 4,010,928 shares occurred at approximately $11.12 per share, leading to $44,605,448 removed from the Trust Account[151]. Debt and Financing - The Company issued a promissory note of $1,600,000 to the Sponsor for working capital, with $1,596,000 drawn and outstanding as of December 31, 2024[145]. - The Sponsor may convert up to $1,500,000 of the promissory note into Common Stock at $10.00 per unit in lieu of cash repayment[145]. - The Company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024[156]. Accounting and Tax Matters - The Company has critical accounting estimates related to the valuation of the amended promissory note entered into in 2024[164]. - The Private Placement Warrants and Public Warrants are classified as freestanding instruments and are not classified as liabilities under ASC 480[166]. - Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' deficit section of the consolidated balance sheets[167]. - Share-based payment expenses are recognized upon vesting, with an offsetting increase to additional paid-in capital[168]. - Net (loss) income per common share is calculated by dividing net (loss) income by the weighted average number of common shares issued and outstanding during the period[169]. - The company has identified the United States as its only major tax jurisdiction and does not expect significant changes in unrecognized tax benefits over the next twelve months[170]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[171]. - As of December 31, 2024, the company was not subject to any market or interest rate risk, with net proceeds held in U.S. government treasury bills or certain money market funds[172].

Core Viewpoint - Global Star Acquisition Inc. has been suspended from trading on Nasdaq due to not meeting continued listing requirements, and its securities are now trading on OTC Markets [1] Group 1: Company Overview - Global Star Acquisition Inc. is a special purpose acquisition company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses [3] - K Enter Holdings Inc. operates a K drama production team and owns controlling equity interests in six diversified entertainment companies in Korea, involved in entertainment content, IP creation, merchandising, and investment [4] Group 2: Business Combination - On February 3, 2025, shareholders of Global Star approved the business combination with K Enter Holdings, which will result in the formation of K Wave Media, Ltd., expected to be listed on Nasdaq [2]

Group 1: Leadership Changes - K Enter Holdings Inc. appointed Tan Chin Hwee as Executive Chairman and Interim CEO, following the resignation of Young Jae (Dale) Lee, who will focus on his role at Solaire Partners LLC [1] - Tan Chin Hwee's term is set for six months, with a possible extension, during which K Enter will search for a permanent CEO [1] Group 2: Business Combination - K Enter is involved in a proposed business combination with Global Star Acquisition Inc. and K Wave Media Ltd., which will result in K Enter becoming a public company listed on Nasdaq [3] - The business combination is expected to close in the third quarter of 2024, pending regulatory and shareholder approvals [3] Group 3: Company Overview - K Enter Holdings Inc. is a Delaware corporation acquiring controlling equity interests in six diversified entertainment companies in Korea, focusing on entertainment content, IP creation, merchandising, and investment [6] - The six entities include a K drama production team and various production companies specializing in K movies and IP merchandising [6]

Financial Position - As of March 31, 2024, total assets amounted to $57.52 million, a slight increase from $57.30 million as of December 31, 2023[16] - Cash and cash equivalents decreased to $641,308 as of March 31, 2024, down from $1,506,914 at the end of 2023, representing a decline of 57%[16] - Total current liabilities increased to $4.10 million as of March 31, 2024, compared to $3.67 million as of December 31, 2023, marking an increase of 12%[16] - The company had a stockholders' deficit of $6.29 million as of March 31, 2024, compared to a deficit of $5.17 million as of December 31, 2023[16] - As of March 31, 2024, the Company had $56,811,667 in marketable securities in the Trust Account, with a working capital deficit of $3,288,515[39] - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[210] Operating Results - The company reported a net loss of $212,370 for the three months ended March 31, 2024, compared to a net income of $415,378 for the same period in 2023[18] - Total operating expenses increased to $805,858 for Q1 2024, up from $392,625 in Q1 2023, reflecting a 105% increase year-over-year[18] - Income earned on investments held in the Trust Account decreased to $728,910 in Q1 2024 from $1,009,427 in Q1 2023, a decline of approximately 28%[18] - The effective tax rate for the three months ended March 31, 2024, was (212.78)%, compared to 32.66% for the same period in 2023[88] - The Company reported a net loss of $151,777 for the three months ended March 31, 2024, with a basic and diluted loss per share of $(0.03)[92] IPO and Capital Structure - The Company generated total gross proceeds of $80 million from its initial public offering, with an additional $12 million from the over-allotment option[27] - The Company generated gross proceeds of $92,000,000 from the Initial Public Offering (IPO) and the exercise of the over-allotment option[81] - Offering costs amounted to $648,510, primarily related to the preparation for the IPO[77] - The Company sold 8,000,000 Units at $10.00 per Unit during the IPO, with each Unit consisting of one share of Common stock, one redeemable warrant, and one right[102] - The Company completed a private placement of 456,225 units at $10.00 per unit, generating gross proceeds of $4,562,250[103] - The total redemption of Class A common stock subject to redemption was $42,680,726 as of December 31, 2023[81] - The Company issued 115,000 shares of Class A Common Stock to the underwriter representative, valued at $79,338[77] - The Company is authorized to issue 100,000,000 shares of Class A common stock, with 613,225 shares issued and outstanding as of March 31, 2024[132] - The Company has no preferred shares issued or outstanding as of March 31, 2024[131] Trust Account and Withdrawals - The Company has placed $94,300,000 into a trust account for public stockholders, with $3,220,000 allocated for deferred underwriting commissions[32] - The Company withdrew $1,189,155 from the Trust Account for tax liabilities since the IPO, with an accrued but unpaid income tax liability of $940,537 as of March 31, 2024[38] - The Company withdrew a total of $1,189,115 in interest from the Trust Account for tax obligations, with $641,308 remaining in the operating account[76] - A total of $94,300,000 from the IPO and private placement proceeds was deposited in a trust account for public stockholders, invested in U.S. government securities[169] Business Combination and Merger - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial business combination[25] - Stockholders approved an extension for the initial business combination deadline from September 22, 2023, to June 22, 2024, with a monthly deposit of $125,000 required for each extension[34] - If the Company does not complete a Business Combination by June 22, 2024, it will face mandatory liquidation and potential dissolution[43] - A definitive Merger Agreement was executed on June 15, 2023, for a merger with K Enter Holdings Inc., with the combined entity expected to be named "K Wave Media Ltd."[44] - The Merger Agreement with K Enter Holdings Inc. involves merging with K Wave Media Ltd., with the combined company expected to be listed on Nasdaq[173] - Upon the closing of the Reincorporation Merger, each share of the Company Common Stock will convert into one ordinary share of the Purchaser[45] - The Closing of the Acquisition Merger is subject to customary conditions, including stockholder approvals and the effectiveness of a registration statement[177] Shareholder Actions and Agreements - The Lock-Up Agreements restrict the sale of 50% of Lock-Up Shares for six months post-Closing or until the share price exceeds $12.50 for 20 trading days[51] - The Registration Rights Agreement mandates the filing of a registration statement for certain securities held by the parties involved[54] - The Registration Rights Agreement obligates the Purchaser to file a registration statement for the resale of certain securities held by the parties involved[185] - The Lock-Up Agreements will restrict the sale of Purchaser Ordinary Shares for a period of six months post-Closing[183] Sponsor and Financing - The Sponsor purchased 2,300,000 Founder Shares for $25,000, which includes up to 300,000 shares subject to forfeiture based on underwriters' over-allotment[105] - The Company issued a promissory note for $1,600,000 to its Sponsor for working capital needs, with $1,586,000 drawn as of March 31, 2024[204] - The Sponsor extended a line of credit of up to $1,600,000 under a Promissory Note dated July 31, 2023, with an outstanding balance of $1,586,000 as of March 31, 2024[112][113] Market Conditions and Risks - Management is evaluating the impact of geopolitical conditions and the COVID-19 pandemic on the Company's financial position[63] - The Company has not made adjustments in its financial statements for uncertainties related to the ongoing geopolitical situation[63]

IPO and Fundraising - The company completed its IPO on September 22, 2022, raising gross proceeds of $80 million from the sale of 8,000,000 units at $10.00 per unit[92]. - An additional $12 million was raised through the over-allotment option, with 1,200,000 units sold at the same price[93]. - The total amount deposited in the Trust Account reached $94.3 million, which is invested in U.S. government securities[96]. - Total transaction costs related to the IPO amounted to $4,788,510, including $920,000 in underwriting fees and $3,220,000 in deferred underwriting fees[124]. - The company issued a promissory note of $1,600,000 to its Sponsor for working capital expenses, with $1,590,000 drawn and outstanding as of December 31, 2023[126]. - The Sponsor extended a line of credit of up to $1,600,000 to finance transaction costs related to the Business Combination, with a potential conversion of up to $1,500,000 into common stock at $10.00 per share[134]. Business Combination and Merger - A definitive Merger Agreement was signed on June 15, 2023, to merge with K Enter Holdings Inc., with the combined entity expected to be named K Wave Media Ltd.[99]. - Upon closing of the Reincorporation Merger, each share of the company will convert into one ordinary share of the Purchaser[101]. - The Merger Agreement includes customary conditions, such as stockholder approvals and the effectiveness of a registration statement[103]. - The company must maintain at least $5,000,001 of net tangible assets to proceed with the merger[103]. - Lock-up agreements will restrict the sale of shares for six months post-closing, with specific conditions for 50% of the shares[108]. - The base value of the merger consideration for shareholders was reduced from $610 million to $590 million as per the First Amendment to the Merger Agreement[118]. Financial Performance - As of December 31, 2023, the company reported a net income of $1,044,077, primarily from interest income on marketable securities of $3,942,920, offset by operating costs of $2,126,947[121]. - As of December 31, 2023, the company had cash of $1,506,914 and $55,707,757 in marketable securities held in the Trust Account[129]. - The company had a working capital deficit of $2,081,550 as of December 31, 2023[125]. - During the year ended December 31, 2023, an aggregate of $42,680,726 was withdrawn from the Trust Account to pay stockholders who redeemed their shares[128]. Operations and Future Plans - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[120]. - The company intends to use funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates and related activities[125]. Accounting and Financial Reporting - The Company prepares consolidated financial statements in accordance with U.S. GAAP, requiring management to make estimates that could materially affect financial condition or results of operations[139]. - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value due to certain redemption rights[144]. - Net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding, excluding redeemable shares from this calculation[146]. - The Company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities, and does not expect significant changes in unrecognized tax benefits over the next twelve months[147]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but the Company does not expect a material impact from its adoption[148]. Consulting and Advisory Services - The Company engaged EF Hutton as the exclusive placement agent for a proposed offering of equity or equity-linked securities, with a placement fee of 7% on gross proceeds[137]. - MZHCI will serve as the public relations consultant starting January 1, 2024, with a monthly fee of $10,000, increasing to $14,000 upon closing of the Proposed Business Combination, plus $150,000 in restricted stock[138].

Financial Performance - Net income for the three months ended September 30, 2023, was $108,936, a recovery from a net loss of $209,044 in the same period of 2022[16]. - For the nine months ended September 30, 2023, the net income was $1,072,088 compared to a net loss of $209,750 for the same period in 2022[22]. - Basic and diluted net income per Class A common stock subject to possible redemption was $0.01 for the three months ended September 30, 2023, compared to a loss of $0.08 in the same period of 2022[16]. - The Company reported a net income allocation of $85,528 for Class A common stock and $23,408 for Class B common stock for the three months ended September 30, 2023, with a basic and diluted income per share of $0.01 for both classes[66]. - For the nine months ended September 30, 2023, the net income allocation was $860,218 for Class A and $211,870 for Class B, resulting in a basic and diluted income per share of $0.09 for both classes[66]. Assets and Liabilities - Total current assets increased to $2,537,074 as of September 30, 2023, compared to $1,109,088 as of December 31, 2022, reflecting a growth of approximately 128.5%[14]. - Total liabilities rose to $6,707,093 as of September 30, 2023, from $3,823,629 as of December 31, 2022, marking an increase of approximately 75.5%[14]. - The total stockholders' deficit increased to $(3,334,181) as of September 30, 2023, from $(2,328,098) as of December 31, 2022[14]. - The Company has a working capital deficit of $950,019 as of September 30, 2023[37]. Cash and Marketable Securities - The company had cash at the end of the period amounting to $2,417,380, an increase from $1,397,490 at the end of the same period in 2022[22]. - Marketable securities held in the Trust Account decreased to $54,604,237 from $95,134,678, representing a decline of about 42.8%[14]. - As of September 30, 2023, the Trust Account held $54,604,237 in cash and marketable securities, with an additional $2,417,380 in operating bank accounts[37]. - The Company has cash and marketable securities held in the Trust Account amounting to $54,604,237 as of September 30, 2023, down from $95,134,678 as of December 31, 2022[119]. Operational Costs - Operational costs for the three months ended September 30, 2023, were $742,722, significantly higher than $260,696 for the same period in 2022, indicating an increase of approximately 184.5%[16]. - The total cash used in operating activities for the nine months ended September 30, 2023, was $(1,056,881), compared to $(49,768) for the same period in 2022[22]. - The Company incurred $30,000 and $91,666 in administrative expenses for the three and nine months ended September 30, 2023, respectively[89]. Business Combination and Future Plans - The Company has until December 22, 2023, to consummate a Business Combination, with a potential extension to June 22, 2024[35]. - The Merger Agreement with K Enter Holdings Inc. was executed on June 15, 2023, involving a merger with K Wave Media Ltd.[41]. - The Company may need to raise additional capital to complete a Business Combination or to redeem a significant number of Public Shares[39]. - The Company has disclosed that it may face liquidity issues if a Business Combination is not completed by the specified deadlines[40]. Shareholder Information - The weighted average number of Class A common stock subject to possible redemption outstanding increased to 8,403,811 from 704,348 year-over-year[16]. - A total of $42,680,726 was redeemed by stockholders for 4,052,066 Public Shares at approximately $10.53 per share[33]. - The Company has 613,225 shares of Class A Common Stock issued and outstanding, excluding 5,147,934 shares subject to possible redemption[101]. - The Company has 2,300,000 shares of Class B Common Stock issued and outstanding as of September 30, 2023[102]. - There are 9,200,000 Public Warrants outstanding as of September 30, 2023, which will become exercisable 30 days after the completion of a Business Combination[106]. Tax and Regulatory Matters - The company reported a provision for income taxes of $212,673 for the three months ended September 30, 2023, with no provision in the same period of 2022[16]. - The effective tax rate for the three months ended September 30, 2023, was 65.1%, compared to 0.0% for the same period in 2022, with a nine-month effective tax rate of 37.5% for 2023 versus 0.0% for 2022[62]. - The Company recorded a 1% excise tax liability of $426,807 related to the redemption of Public Shares[44]. Capital Raising Activities - The company generated gross proceeds of $80,000,000 from its initial public offering (IPO) of 8,000,000 units on September 22, 2022[27]. - The company completed a private placement of 456,225 units generating total gross proceeds of $4,562,250[28]. - The Company incurred $412,500 in additional offering costs related to the overallotment exercise[91]. - The Sponsor extended a line of credit of up to $1,600,000 through a Promissory Note dated July 31, 2023, to finance transaction costs[85]. Miscellaneous - As of September 30, 2023, the Company has not commenced any operations and all activities were related to organizational efforts and identifying a target company for a business combination[25]. - The Company has not experienced losses on its cash accounts, which may exceed the Federal Depository Insurance Corporation coverage limit of $250,000[67]. - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of September 30, 2023[61]. - The Company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies[49].

Financial Position - Total assets as of June 30, 2023, amounted to $97.6 million, a slight increase from $96.3 million at December 31, 2022[18] - The company’s total current liabilities increased to $946,984 as of June 30, 2023, from $603,629 at December 31, 2022[18] - The company experienced an accumulated deficit of $2,989,070 as of June 30, 2023, compared to $2,328,390 at December 31, 2022[18] - The total stockholders' deficit increased to $2,988,778 as of June 30, 2023, from $2,328,098 at December 31, 2022[18] - The company has a working capital deficit of $335,804 as of June 30, 2023, which includes interest earned on the trust account available for tax obligations[45] - As of June 30, 2023, the company had cash of $301,966 in its operating bank accounts[45] - The company had cash and marketable securities of $97,103,477 held in the Trust Account as of June 30, 2023, designated for an initial Business Combination[45] Income and Earnings - The company reported a net income of $547,774 for the three months ended June 30, 2023, compared to a net income of $963,152 for the six months ended June 30, 2023[22] - For the six months ended June 30, 2023, the company reported a net income of $963,152 compared to a net loss of $706 for the same period in 2022[30] - The company reported a basic and diluted net income per Class A common stock subject to possible redemption of $0.05 for the three months ended June 30, 2023[22] - For the three months ended June 30, 2023, the Company reported a net income of $547,774, driven by interest income of $1,146,110 from marketable securities[142] - For the six months ended June 30, 2023, the net income was $963,152, with total interest income of $2,155,537[143] Operational Costs - Operational costs for the three months ended June 30, 2023, were $368,264, compared to $25 for the same period in 2022[22] - The company incurred operating costs of $368,254 for the three months ended June 30, 2023[142] - The company incurred $31,666 and $61,666 in administrative expenses for the three and six months ended June 30, 2023, respectively[96] Initial Public Offering (IPO) - The company generated gross proceeds of $80,000,000 from its initial public offering (IPO) by selling 8,000,000 units at $10.00 per unit[36] - The company sold 8,000,000 units at a price of $10.00 per unit during the Initial Public Offering, generating gross proceeds of $80,000,000[84] - An additional 1,200,000 units were sold at the same price during the overallotment, generating additional gross proceeds of $12.0 million[98] - The company recorded transaction costs of $4,788,510 related to the IPO, including $920,000 in underwriting fees[39] - Offering costs associated with the Initial Public Offering totaled $648,510, primarily for preparation costs[63] - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $1,840,000, upon the closing of the Initial Public Offering[99] - A deferred fee of $0.35 per Unit, amounting to $3,220,000, will be payable to the underwriters only if a Business Combination is completed[99] Business Combination and Merger Agreement - The Company announced a definitive Merger Agreement with K Enter Holdings Inc., involving a merger with K Wave Media Ltd., expected to be listed on The Nasdaq Stock Market[50] - The Company has until September 22, 2023, to consummate a Business Combination, with the possibility of extending this period up to 21 months[43] - The Company extended the deadline for its initial business combination from September 22, 2023, to June 22, 2024, with stockholders approving the Charter Amendment on August 22, 2023[125] - The Merger Agreement involves merging with K Enter Holdings Inc. and K Wave Media Ltd. as part of the Proposed Business Combination[140] Cash Flow and Financing - Cash flows from operating activities resulted in a net cash used of $694,918 for the six months ended June 30, 2023, compared to a net cash provided of $76,109 in the prior year[30] - The company may need to raise additional capital to complete a Business Combination or to meet obligations if a significant number of Public Shares are redeemed[48] - The Company issued a promissory note in the principal amount of $1,600,000 to the Sponsor for working capital expenses, which may be converted into units at $10.00 per unit[124] - The Sponsor extended a line of credit of up to $1,600,000 to finance transaction costs, which may be converted into common stock at $10.00 per share[159] Stockholder Activity - Stockholders redeemed 4,052,066 shares at approximately $10.55 per share, resulting in approximately $42,753,728 being removed from the Trust Account[125] - Following the redemption, the remaining shares of Class A common stock outstanding were 5,147,934[125] Tax and Regulatory Matters - The effective tax rate for the three months ended June 30, 2023, was 29.6%, compared to 0.0% for the same period in 2022[71] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of June 30, 2023[70] - The Company must deposit $125,000 into the Trust Account for the September extension[125] Internal Controls and Compliance - The company has identified a material weakness in its disclosure controls and procedures related to financial reporting as of June 30, 2023[172] - The company continues to evaluate steps to remediate identified material weaknesses, which may be time-consuming and costly[173] - There were no changes in internal control over financial reporting that materially affected the company's internal control during the fiscal quarter ended June 30, 2023[175] - The company does not expect disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[174] Accounting and Reporting Standards - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[57] - The company has not experienced losses on its cash accounts, which may exceed the FDIC coverage limit of $250,000[76] - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[82] - The company is assessing the impact of recent accounting standards, including ASU No. 2020-06, which simplifies accounting for convertible instruments[167] - The company has made control improvements to enhance the efficacy of review processes related to accounting standards for related party transactions[173]

Financial Position - As of March 31, 2023, total assets amounted to $96,915,050, an increase from $96,293,292 as of December 31, 2022, reflecting a growth of approximately 0.65%[18] - Cash at the end of the period was $567,864, down from $877,560 at the beginning of the period, representing a decrease of approximately 35.2%[24] - The company had total current liabilities of $810,009 as of March 31, 2023, compared to $603,629 as of December 31, 2022, marking an increase of approximately 34.3%[18] - The accumulated deficit increased to $(2,670,945) as of March 31, 2023, from $(2,328,390) as of December 31, 2022, reflecting a rise of approximately 14.7%[21] - As of March 31, 2023, the Company had cash in the Trust Account amounting to $96,144,105, an increase from $95,134,678 as of December 31, 2022[131] - The company had cash of approximately $567,864 and a working capital deficit of $39,064[149] Income and Expenses - The company reported a net income of $415,378 for the three months ended March 31, 2023, compared to a net loss of $708 for the same period in 2022, indicating a significant turnaround[20] - Total operating expenses for the first quarter of 2023 were $392,625, a substantial increase from $708 in the same quarter of 2022, primarily due to the administration fee and general administrative costs[20] - The income earned on investments held in the Trust Account was $1,009,427 for the three months ended March 31, 2023, with total other income reaching $1,009,497[20] - The effective tax rate for the three months ended March 31, 2023, was 33%, compared to 0% for the same period in 2022, primarily due to changes in the valuation allowance on deferred tax assets[65] Business Operations - The company has not yet commenced any operations and is focused on identifying a target company for a business combination[28] - The Company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[145] - The Company may need to raise additional capital to complete a Business Combination or to meet obligations if a significant number of public shares are redeemed[45] - The Company is evaluating the impact of the COVID-19 pandemic and geopolitical events on its financial position and operations, but specific impacts are not determinable at this time[48][49] Business Combination and IPO - The Merger Agreement with K Enter Holdings Inc. was executed on June 15, 2023, involving a merger with K Wave Media Ltd., which is expected to be listed on The Nasdaq Stock Market[47] - The Company generated gross proceeds of $80,000,000 from the Initial Public Offering by selling 8,000,000 Units at a price of $10.00 per Unit[86] - An additional $12,000,000 in gross proceeds was generated from the sale of 1,200,000 additional units following the underwriters' overallotment option[86] - The Company completed a Private Placement of 456,225 units at a purchase price of $10.00 per unit, generating gross proceeds of $4,562,250[89] - Total gross proceeds from the IPO and related private placements amounted to $96,982,250[147] Financial Obligations and Risks - The Company has incurred offering costs of $648,510 related to the Initial Public Offering, which included underwriter fees and other preparation costs[59] - The Company has a contractual obligation to pay the Sponsor a monthly fee of up to $10,000 for administrative support services until the completion of a Business Combination or liquidation[157] - If the Company does not complete a Business Combination within the specified time frame, it will face mandatory liquidation and potential dissolution[46] - If a Business Combination is not completed by September 22, 2023, the company will cease operations and redeem Public Shares at a cash price based on the Trust Account balance[152] - Management has expressed substantial doubt about the Company's ability to continue as a going concern for at least one year from the issuance of the financial statements due to liquidity concerns[46] Shareholder Information - The weighted average number of shares of redeemable Class A common stock outstanding was 9,200,000, with a basic and diluted net income per share of $0.03 for the first quarter of 2023[20] - The Class A common stock subject to possible redemption amounted to $95,555,694 as of March 31, 2023, classified as temporary equity[61] - The Class A common stock subject to possible redemption amounted to $95,555,694, reflecting an increase from $94,797,761 as of December 31, 2022[63] - As of March 31, 2023, there were 613,225 shares of Class A Common Stock issued and outstanding, excluding 9,200,000 shares subject to possible redemption[112] Compliance and Reporting - The Company has filed certifications for both the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002[31.1][31.2] - The report includes Inline XBRL documents for enhanced financial data presentation and accessibility[101.INS] - The company has signed the report on June 28, 2023, by the Chief Executive Officer and Chief Financial Officer, ensuring compliance with the Securities Exchange Act of 1934[186][188] Miscellaneous - The Company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which may impact future cash available for business combinations[69] - The company is experiencing a material weakness in its disclosure controls and procedures, which has not been fully remediated as of March 31, 2023[168] - The company has no off-balance sheet financing arrangements or long-term debt obligations as of March 31, 2023[155] - The deferred underwriting fee of $3,220,000 will only be payable if the company completes a Business Combination[158]

Financial Performance - As of December 31, 2022, the company had net income of $168,814, consisting of a realized gain on marketable securities of $844,178, offset by formation and operational costs of $547,868 and income tax of $135,321[63]. - Total cash used in operating activities for the year ended December 31, 2022, was $461,825[65]. Capital Raising - The company generated gross proceeds of $80,000,000 from its Initial Public Offering of 8,000,000 Units at $10.00 per Unit on September 22, 2022, and an additional $4,562,250 from the private placement of 456,225 Private Placement Units[64]. Investments and Cash Management - As of December 31, 2022, the company had investments of $95,134,678 held in Trust Accounts, intended for the initial Business Combination[66]. - The company had cash of $877,560 outside of Trust Accounts, primarily for identifying and evaluating target businesses[67]. Business Combination Timeline - The company has until September 22, 2023, to consummate a Business Combination, with a possible extension to May 22, 2024[70]. - The underwriters are entitled to a deferred fee of $3,220,000, payable only if the company completes a Business Combination[73]. Going Concern and Costs - The company expects to incur significant costs in pursuit of its acquisition plans, raising doubts about its ability to continue as a going concern[69]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022[71]. Accounting Policies - The company will account for warrants issued in connection with the Initial Public Offering in accordance with ASC 815-40, allowing for equity classification[75].