Global Star Acquisition(GLST) - 2023 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[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 - During the year ended December 31, 2023, an aggregate of $42,680,726 was withdrawn from the Trust Account to pay stockholders who redeemed their shares[128].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].