Global Star Acquisition(GLST) - 2024 Q4 - Annual Report

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].