Global Star Acquisition(GLST) - 2023 Q1 - Quarterly Report

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]