Global Star Acquisition(GLST) - 2024 Q1 - Quarterly Report

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]