Global Star Acquisition (GLST) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41506
Entity Registrant Name	GLOBAL STAR ACQUISITION INC.
Entity Central Index Key	0001922331
Entity Tax Identification Number	84-2508938
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1641 International Drive
Entity Address, Address Line One	Unit 208
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	(703)
Local Phone Number	790-0717
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one share of Class A common Stock, one Redeemable Warrant, and one Right
Title of 12(b) Security	Units, each consisting of one share of Class A common Stock, one Redeemable Warrant, and one Right
Trading Symbol	GLSTU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	GLST
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	GLSTW
Security Exchange Name	NASDAQ
Rights, exchangeable into one-tenth of one share of Class A common Stock
Title of 12(b) Security	Rights, exchangeable into one-tenth of one share of Class A common Stock
Trading Symbol	GLSTR
Security Exchange Name	NASDAQ
Redeemable Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		5,147,934
Non Redeemable Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		613,225
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,300,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)		Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash		$ 2,417,380	$ 877,560
Prepaid expenses and other current assets		119,694	231,528
Total Current Assets		2,537,074	1,109,088
Other assets			49,526
Marketable securities held in Trust Account		54,604,237	95,134,678
Total Assets		57,141,311	96,293,292
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses		609,354	184,204
Accrued offering costs			67,414
Accrued franchise tax payable		56,139	201,596
Income taxes payable		779,699	135,321
Excise tax payable attributable to redemption of common stock		426,807
Promissory note - related party		1,600,000
Due to Sponsor		15,094	15,094
Total Current Liabilities		3,487,093	603,629
Deferred underwriting commission		3,220,000	3,220,000
Total Liabilities		6,707,093	3,823,629
Class A common stock subject to possible redemption; 5,147,934 and 9,200,000 shares issued and outstanding at redemption value of $10.44 and $10.30 per share at September 30, 2023 and December 31, 2022, respectively		53,768,399	94,797,761
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit		(3,334,473)	(2,328,390)
Total Stockholders’ Deficit		(3,334,181)	(2,328,098)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit		57,141,311	96,293,292
Common Class A [Member]
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Class A common stock subject to possible redemption; 5,147,934 and 9,200,000 shares issued and outstanding at redemption value of $10.44 and $10.30 per share at September 30, 2023 and December 31, 2022, respectively		53,768,399	94,797,761
Stockholders’ deficit:
Common stock		62	62
Common Class B [Member]
Stockholders’ deficit:
Common stock	[1],[2]	$ 230	$ 230
[1]For the year ended December 31, 2022, shares and the associated amounts have been retroactively restated to account for the share issuance in February 14, 2022 as discussed in Note 5.[2]On July 26, 2022, the Sponsor surrendered and forfeited 575,000 founder shares for no consideration following which the Sponsor holds 2,300,000 founder shares. All share amounts have been retroactively restated to reflect this surrender as discussed in Note 5.

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Shares subject to possible redemption issued	5,147,934	9,200,000
Shares subject to possible redemption outstanding	5,147,934	9,200,000
Shares subject to possible redemption , redemption price per share	$ 10.44	$ 10.30
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	613,225	613,225
Common stock, shares outstanding	613,225	613,225
Common Class B [Member]
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,300,000	2,300,000
Common stock, shares outstanding	2,300,000	2,300,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Operational costs	$ 742,722	$ 260,696	$ 1,503,601	$ 261,429
Loss from operations	(742,722)	(260,696)	(1,503,601)	(261,429)
Other income:
Income earned on marketable securities held in the Trust Account	1,058,863	43,907	3,214,400	43,907
Interest income – bank	5,468	126	5,667	153
Change in fair value of overallotment liability		7,619		7,619
Total other income	1,064,331	51,652	3,220,067	51,679
Income (loss) before provision for income taxes	321,609	(209,044)	1,716,466	(209,750)
Provision for income taxes	(212,673)		(644,378)
Net income (loss)	$ 108,936	$ (209,044)	$ 1,072,088	$ (209,750)
Weighted average number of Class A common stock subject to possible redemption outstanding, basic and diluted	8,403,811	704,348	9,338,258	237,363
Basic and diluted net income (loss) per Class A common stock subject to possible redemption	$ 0.01	$ (0.08)	$ 0.09	$ (0.09)
Weighted average number of Class B common stock outstanding, basic and diluted	2,300,000	2,000,000	2,300,000	2,000,000
Basic and diluted net income (loss) per Class B common stock	$ 0.01	$ (0.08)	$ 0.09	$ (0.09)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Common Stock Class A [Member]	Common Stock Class B [Member]		Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 230	[1],[2],[3]	$ 24,770	$ (2,909)	$ 22,091
Beginning Balance, Shares at Dec. 31, 2021		2,300,000
Net loss			[1],[2],[3]		(708)	(708)
Ending balance, value at Mar. 31, 2022		$ 230	[1],[2],[3]	24,770	(3,617)	21,383
Ending Balance, Shares at Mar. 31, 2022		2,300,000
Net loss			[1],[2],[3]		2	2
Ending balance, value at Jun. 30, 2022		$ 230	[1],[2],[3]	24,770	(3,615)	2,385
Ending Balance, Shares at Jun. 30, 2022		2,300,000
Sale of Units in Public Offering, net of offering costs			[1],[2],[3]	379,243		379,243
Proceeds from Private Placement Units, net of offering costs	$ 46		[1],[2],[3]	4,535,229		4,535,275
Proceeds from Private Placement Units, net of offering costs, Shares	456,225
Proceeds from Sale of Rights, net of costs			[1],[2],[3]	53,094		53,094
Class A common stock issued to representative	$ 10		[1],[2],[3]	68,990		69,000
Class A common stock issued to representative, Shares	100,000
Remeasurement adjustment of Class A ordinary shares to redemption value			[1],[2],[3]	(5,061,326)	(1,578,691)	(6,640,017)
Net loss			[1],[2],[3]		(209,044)	(209,044)
Ending balance, value at Sep. 30, 2022	$ 56	$ 230	[1],[2],[3]		(1,791,350)	(1,791,064)
Ending Balance, Shares at Sep. 30, 2022	556,225	2,300,000
Beginning balance, value at Dec. 31, 2022	$ 62	$ 230			(2,328,390)	(2,328,098)
Beginning Balance, Shares at Dec. 31, 2022	613,225	2,300,000
Remeasurement adjustment of Class A common stock to redemption value					(757,933)	(757,933)
Net loss					415,378	415,378
Ending balance, value at Mar. 31, 2023	$ 62	$ 230			(2,670,945)	(2,670,653)
Ending Balance, Shares at Mar. 31, 2023	613,225	2,300,000
Beginning balance, value at Dec. 31, 2022	$ 62	$ 230			(2,328,390)	(2,328,098)
Beginning Balance, Shares at Dec. 31, 2022	613,225	2,300,000
Ending balance, value at Sep. 30, 2023	$ 62	$ 230			(3,334,473)	(3,334,181)
Ending Balance, Shares at Sep. 30, 2023	613,225	2,300,000
Beginning balance, value at Mar. 31, 2023	$ 62	$ 230			(2,670,945)	(2,670,653)
Beginning Balance, Shares at Mar. 31, 2023	613,225	2,300,000
Remeasurement adjustment of Class A common stock to redemption value					(865,899)	(865,899)
Net loss					547,774	547,774
Ending balance, value at Jun. 30, 2023	$ 62	$ 230			(2,989,070)	(2,988,778)
Ending Balance, Shares at Jun. 30, 2023	613,225	2,300,000
Remeasurement adjustment of Class A common stock to redemption value					(27,532)	(27,532)
Excise tax payable attributable to redemption of common stock					(426,807)	(426,807)
Net loss					108,936	108,936
Ending balance, value at Sep. 30, 2023	$ 62	$ 230			$ (3,334,473)	$ (3,334,181)
Ending Balance, Shares at Sep. 30, 2023	613,225	2,300,000
[1]For the three and nine-months ended, included an aggregate of up to 300,000 575,000 no 2,300,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) (Parenthetical) - Common Class B [Member] - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Jul. 26, 2022
Weighted average number of shares, common stock subject to repurchase or cancellation	300,000	300,000
Common stock, shares outstanding	2,300,000	2,300,000	2,300,000
Sponsor [Member]
Stock Forfeiture During The Period Shares			575,000
Stock Forfeiture During The Period Value			$ 0

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net income (loss)	$ 1,072,088	$ (209,750)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investment held in Trust Account	(3,214,400)	(43,907)
Change in fair value of overallotment liability		(7,619)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	111,834	248,402
Other assets	49,526	(103,580)
Accounts payable and accrued expenses	425,150	456,833
Accrued franchise taxes	(145,457)	149,041
Income taxes payable	644,378
Advances from related parties		(42,384)
Net cash (used in) provided by operating activities	(1,056,881)	(49,768)
Cash flows from investing activities
Investment of cash into Trust Account	(125,000)	(82,000,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	1,189,115
Cash withdrawn from Trust Account in connection with redemption	42,680,726
Net cash provided by (used in) investing activities	43,744,841	(82,000,000)
Cash flows from financing activities
Proceeds from sale of Units in Public Offering, net of underwriting fee		79,200,000
Proceeds from sale of Private Placement Warrants		4,563,000
Proceeds from note payable		185,000
Repayment of note payable		(185,000)
Proceeds from Due from Sponsor		25,000
Proceeds from promissory note - related party	1,600,000
Redemption of common stock	(42,680,726)
Due to related party		112,500
Due from Sponsor		(10,530)
Payment of offering costs	(67,414)	(442,462)
Net cash (used in) provided by financing activities	(41,148,140)	83,447,258
Net change in cash	1,539,820	1,397,490
Cash at beginning of period	877,560
Cash at end of period	2,417,380	1,397,490
Non-cash investing and financing activities:
Remeasurement of Class A common stock to redemption value	1,651,364
Excise tax payable attributable to redemption of common stock	426,807
Offering costs included in accrued offering costs		40,349
Deferred underwriters’ commission		2,800,000
Class A ordinary shares remeasurement adjustment		6,640,017
Fair value of over-allotment option at issuance		$ 52,594

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Global Star Acquisition, Inc. (the “Company”) is a blank check company incorporated in the State of Delaware on July 24, 2019, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to the initial public offering and the completion of its initial Business Combination. As of September 30, 2023, the Company had two wholly-owned subsidiaries, GLST Merger Sub, Inc., a majority-owned subsidiary of the Company incorporated in Delaware on June 12, 2023 (“GLST Merger Sub”), and K Wave Media Ltd., a Cayman Islands exempted company formed on June 22, 2023 (See “ Merger Agreement” As of September 30, 2023, the Company had not commenced any operations. All activity for the period from July 24, 2019 (inception) through September 30, 2023, relates to organizational activities and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 19, 2022. On September 22, 2022, the Company consummated its initial public offering (the “IPO”) of 8,000,000 Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $ 11.50 10.00 80,000,000 1,200,000 10 12.0 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 456,225 10.00 4,562,250 On October 4, 2022, the Company consummated the closing of the sale of 1,200,000 10 12.0 42,000 420,000 Transaction costs amounted to $ 4,788,510 920,000 3,220,000 648,510 115,000 79,338 3,220,000 21 125,000 Special Meeting Nasdaq rules provide that at least 90 94,300,000 10.25 3,220,000 The proceeds in the trust account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 Special Meeting On August 22, 2023, the Company held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial business combination by an additional nine-months pursuant to nine one-month extensions, from September 22, 2023 to June 22, 2024 (the “New Termination Date”), subject to the approval of the Board of Directors of the Company (the “Board”), provided the sponsor or its designees deposit into the trust account a monthly amount equal to $ 125,000 4,052,066 10.53 42,680,726 5,147,934 125,000 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The Company will have until December 22, 2023 (or up to June 22, 2024 in the event the Company extends the term to the fullest), to consummate a Business Combination. If we do not complete our initial business combination by June 22, 2024, or (i) as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if we fail to complete our initial business combination prior to the New Termination date, the public stockholders will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the New Termination Date unless our initial business combination shall have occurred earlier and, therefore, we do not intend to comply with those procedures. As such, our public stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date (see Note 10). Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.25 10.25 Liquidity and Going Concern As of September 30, 2023, the Company had cash of $ 2,417,380 54,604,237 950,019 1,712,914 1,198,615 1,189,115 The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors, the Sponsor or their affiliates may, but are not obligated to loan us funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or June 22, 2024. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, or if the Company’s shareholders approve an extension to the mandatory liquidation date beyond 21 months from the closing of the IPO, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company does not complete a Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. If the Company does not consummate a Business Combination by December 22, 2023 (or up to June 22, 2024 in the event the company extends the term to the fullest), there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40,“Presentation of Financial Statements - Going Concern,” the Company has determined that the liquidity condition due to insufficient working capital and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after 12 months from the closing of the Public Offering (or up to 21 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination). The financial statements do not include any adjustment that might be necessary, if the Company is unable to continue as a going concern. Merger Agreement On June 15, 2023, the Company and K Enter Holdings Inc., a Delaware corporation (the “K Enter”) jointly issued a press release announcing the execution of a definitive Merger Agreement (the “Merger Agreement”) pursuant to which, among other things, (i) the Company will merge with and into K Wave Media Ltd., a Cayman Islands exempted company, formed on June 22, 2023, and wholly-owned subsidiary of the Company (the “Purchaser”), with Purchaser continuing as the surviving corporation (the “Reincorporation Merger”) and (ii) GLST Merger Sub Inc., a Delaware corporation, formed on June 12, 2023, and wholly-owned subsidiary of Purchaser (the “Merger Sub”) will merge with and into K Enter, with K Enter surviving the merger as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”). The Reincorporation Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, together, are referred to herein as the “Proposed Business Combination”. Pursuant to the Merger Agreement, the parent of the combined company will be named “K Wave Media Ltd.” and the Company expects that the securities of the parent of the combined company will be listed on The Nasdaq Stock Market. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets, and has concluded that while it is reasonably possible that these factors could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 On August 22, 2023, in connection with the implementation of the Extension, the Company’s public stockholders elected to redeem 4,052,066 Public Shares for a total of $42,680,726. As such the Company has recorded a 1% excise tax liability in the amount of $426,807 on the Company’s condensed balance sheets as of September 30, 2023. The liability does not impact the Company’s condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the excise tax liability will not be due.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2022, as filed with the SEC on May 25, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying unaudited condensed consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Cash and Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds that invest in U.S. Treasury Securities. The Company accounts for its marketable securities as Trading Securities under ASC 320, where securities are presented at fair value on the balance sheets and with unrealized gains or losses, if any, presented on the condensed consolidated statements of operations. From inception through September 30, 2023, the Company withdrew an aggregate of $ 1,198,615 1,189,115 Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC340-10-S99-1and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering. Offering costs, including underwriter fees, associated with the Units were allocated between temporary equity and the Public Warrants and the Public Rights by the relative fair value method. Offering costs of $ 648,510 115,000 79,338 Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the unaudited condensed consolidated balance sheets is reconciled in the following table: Class A Common Stock Reflected in The Unaudited Condensed Consolidated Balance Sheets Class A common stock subject to possible redemption at December 31, 2022 $ 94,797,761 Plus: Remeasurement adjustment of Class A common stock to redemption value 1,651,364 Less: Redemption of Class A common stock subject to redemption (42,680,726 ) Class A common stock subject to possible redemption at September 30, 2023 $ 53,768,399 Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance. The fair value of the warrants are remeasured at each balance sheet date with the change in the estimated fair value of the warrants recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the Public Warrants (as defined in Note 3) and Private Placement Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of September 30, 2023 and December 31, 2022 the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 65.1 0.0 37.5 0.0 21.0 Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A common stock are excluded from income (loss) per shares of common stock as the redemption value approximates fair value. The Company calculates its earnings per share by allocating net income (loss) pro rata to shares of Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (losses) of the Company. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 9,698,225 The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended September 30, 2023 2022 Basic and diluted net income (loss) per share of common stock Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 85,528 $ 23,408 $ (54,446 ) $ (154,598 ) Denominator: Basic and diluted weighted average shares outstanding 8,403,811 2,300,000 704,348 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.01 $ 0.01 $ (0.08 ) $ (0.08 ) For the Nine Months Ended September 30, 2023 2022 Basic and diluted net income (loss) per share of common stock Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 860,218 $ 211,870 $ (22,252 ) $ (187,498 ) Denominator: Basic and diluted weighted average shares outstanding 9,338,258 2,300,000 237,363 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.09 $ 0.09 $ (0.09 ) $ (0.09 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Share-Based Payment Arrangements The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the Statements of Operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic815-40):Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Reclassifications Certain reclassifications have been made to the prior period’s Consolidated Financial Statements in order to conform to the current year presentation. Such reclassifications had no effect on previously reported net income.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 8,000,000 10.00 80,000,000 11.50 one-tenth of one share 1,200,000 10 12.0 412,500 262,500

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2023
Private Placement
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 456,225 10.00 4,562,250 42,000 420,000 The proceeds from the sale of the Placement Units will be added to the net proceeds from the Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Public Offering, except for the placement warrants (“Private Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants and the rights underlying the Placement Units (“Private Rights”) will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares During the year ended December 31, 2021, the Sponsor agreed to purchase 2,300,000 25,000 2,875,000 25,000 300,000 20 500,000 575,000 no The Sponsor and each Insider agrees that (i) 50 12.50 20 30 50 Due to Related Party Prior to September 30, 2022, and in connection with the close of the overallotment on October 4, 2022, the Company received $ 112,250 At the close of the Initial Public Offering, a related party deposited $ 25,000 no Due to Sponsor On September 22, 2022, a portion of the Initial Public Offering proceeds totaling $ 1,320,903 1,310,373 15,094 Promissory Notes — Related Party On February 14, 2022, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 In order to finance transaction costs in connection with the Business Combination, our Sponsor extended to us a line of credit of up to $ 1,600,000 1,500,000 10.00 In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loan, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of September 30, 2023, the amount outstanding under the Sponsor Working Capital Loan was $ 1,600,000 Advances From Related Party The Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand and are non-interest bearing. Upon close of the Initial Public Offering, the Company repaid the outstanding balance of $ 119,720 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 no Administrative Support Agreement The Sponsor has agreed to make available, or cause to be made available, to the Company, or any successor location of Global Star Acquisition 1 LLC, certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefore, the Company shall pay the Sponsor the sum of $ 10,000 30,000 91,666 30,000 110,000 10,000 2,000 30,000 0 23,666 8,334

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 22, 2022, the holders of the Founder Shares, Private Placement Warrants (and the underlying shares of Class A common stock) and any warrants that may be issued upon conversion of the Working Capital Loans (and the underlying shares of common stock) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. The holders of the majority of the securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 1,200,000 1,200,000 10 12.0 412,500 262,500 42,000 420,000 The underwriters were paid a cash underwriting discount of $ 0.20 920,000 0.35 3,220,000 The underwriters were also issued 115,000 79,338 Service Provider Agreement From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Joinder Agreement A form of Joinder Agreement was included as an exhibit to the Merger Agreement to be executed by Purchaser and Merger Sub, following their formation, to bind them to the terms and conditions of the Merger Agreement. On July 13, 2023, the Purchaser and the Merger Sub executed the Joinder Agreement by and between the Company, K Enter, the Purchaser and Merger Sub. Pursuant to the Joinder Agreement, the Purchaser and Merger Sub agreed to become a party to, to be bound by, and to comply with the terms and conditions of the Merger Agreement. The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Joinder Agreement, copy of which, or the form of which, is filed as Exhibit 10.1 on the Company’s Form 8-K as filed with the SEC on July 18, 2023. Purchase Agreement In connection with the Merger Agreement the Company entered into a Purchase Agreement (the “Purchase Agreement”) by and between the Company, K Enter, and the Sponsor. Pursuant to the Purchase Agreement, K Enter will purchase from the Sponsor 160,000 1,600,000 In addition to the payment of the Purchase Price, K Enter acknowledged that (x) it is an accredited investor as defined by Rule 501 of the Securities Act, (y) and has knowledge and experience in financial and business matters and in investments of this type and is capable of evaluating the merits and risks of the SPAC Securities and of making an informed investment decision. K Enter further acknowledged and agreed that the SPAC Securities: (a) are subject to limitations on transfer, (b) are being acquired pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state, (c) will not be sold except in compliance with the Securities Act and any applicable U.S. state securities laws, and in accordance with any limitations set forth in any applicable lock-up agreements applicable to the SPAC Securities The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.2 on the Company’s Form 8-K as filed with the SEC on July 18, 2023.

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock — 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 one vote 613,225 5,147,934 9,200,000 Class B Common Stock 10,000,000 0.0001 one vote 2,300,000 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholder agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of our IPO. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 Only holders of the Common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholder agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of our IPO. Warrants 9,200,000 30 12 The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No The Company has agreed that as soon as practicable, but in no event later than 15 60 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 20 30 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. As of September 30, 2023 and December 31, 2022, there are 498,225 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 Rights (1/10) The Company accounts for the rights issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC815-40. Such guidance provides that the rights are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 8 — STOCK BASED COMPENSATION The sale of the Founder Shares to the Company’s director nominees and strategic advisors is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has assessed the fair value associated with the Founder Shares granted. The fair value of the 500,000 1,150,000 2.30 As of September 30, 2023, there are 500,000 1,150,000

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS The Public Warrants were valued at $ 0.05 3.74 1.5 7 0 5.88 The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table presents information about the Company’s assets and liabilities that are measured at fair value as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy for Assets and Liabilities Description Level September 30, December 31, Assets: Cash and Marketable securities held in Trust Account 1 $ 54,604,237 $ 95,134,678

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as disclosed below or within these financial statements, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements. On each of October 17, 2023, and November 17, 2023, the Company caused to be deposited $ 125,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2022, as filed with the SEC on May 25, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying unaudited condensed consolidated financial statements.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds that invest in U.S. Treasury Securities. The Company accounts for its marketable securities as Trading Securities under ASC 320, where securities are presented at fair value on the balance sheets and with unrealized gains or losses, if any, presented on the condensed consolidated statements of operations. From inception through September 30, 2023, the Company withdrew an aggregate of $ 1,198,615 1,189,115
Offering Costs	Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC340-10-S99-1and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering. Offering costs, including underwriter fees, associated with the Units were allocated between temporary equity and the Public Warrants and the Public Rights by the relative fair value method. Offering costs of $ 648,510 115,000 79,338
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the unaudited condensed consolidated balance sheets is reconciled in the following table: Class A Common Stock Reflected in The Unaudited Condensed Consolidated Balance Sheets Class A common stock subject to possible redemption at December 31, 2022 $ 94,797,761 Plus: Remeasurement adjustment of Class A common stock to redemption value 1,651,364 Less: Redemption of Class A common stock subject to redemption (42,680,726 ) Class A common stock subject to possible redemption at September 30, 2023 $ 53,768,399
Warrant Classification	Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance. The fair value of the warrants are remeasured at each balance sheet date with the change in the estimated fair value of the warrants recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the Public Warrants (as defined in Note 3) and Private Placement Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of September 30, 2023 and December 31, 2022 the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 65.1 0.0 37.5 0.0 21.0
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A common stock are excluded from income (loss) per shares of common stock as the redemption value approximates fair value. The Company calculates its earnings per share by allocating net income (loss) pro rata to shares of Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (losses) of the Company. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 9,698,225 The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended September 30, 2023 2022 Basic and diluted net income (loss) per share of common stock Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 85,528 $ 23,408 $ (54,446 ) $ (154,598 ) Denominator: Basic and diluted weighted average shares outstanding 8,403,811 2,300,000 704,348 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.01 $ 0.01 $ (0.08 ) $ (0.08 ) For the Nine Months Ended September 30, 2023 2022 Basic and diluted net income (loss) per share of common stock Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 860,218 $ 211,870 $ (22,252 ) $ (187,498 ) Denominator: Basic and diluted weighted average shares outstanding 9,338,258 2,300,000 237,363 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.09 $ 0.09 $ (0.09 ) $ (0.09 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the Statements of Operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic815-40):Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior period’s Consolidated Financial Statements in order to conform to the current year presentation. Such reclassifications had no effect on previously reported net income.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Class A Common Stock Reflected in The Unaudited Condensed Consolidated Balance Sheets	Class A Common Stock Reflected in The Unaudited Condensed Consolidated Balance Sheets Class A common stock subject to possible redemption at December 31, 2022 $ 94,797,761 Plus: Remeasurement adjustment of Class A common stock to redemption value 1,651,364 Less: Redemption of Class A common stock subject to redemption (42,680,726 ) Class A common stock subject to possible redemption at September 30, 2023 $ 53,768,399
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share	Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended September 30, 2023 2022 Basic and diluted net income (loss) per share of common stock Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 85,528 $ 23,408 $ (54,446 ) $ (154,598 ) Denominator: Basic and diluted weighted average shares outstanding 8,403,811 2,300,000 704,348 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.01 $ 0.01 $ (0.08 ) $ (0.08 ) For the Nine Months Ended September 30, 2023 2022 Basic and diluted net income (loss) per share of common stock Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 860,218 $ 211,870 $ (22,252 ) $ (187,498 ) Denominator: Basic and diluted weighted average shares outstanding 9,338,258 2,300,000 237,363 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.09 $ 0.09 $ (0.09 ) $ (0.09 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Hierarchy for Assets and Liabilities	Schedule of Fair Value Hierarchy for Assets and Liabilities Description Level September 30, December 31, Assets: Cash and Marketable securities held in Trust Account 1 $ 54,604,237 $ 95,134,678

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)					3 Months Ended	9 Months Ended
	Aug. 28, 2023	Oct. 04, 2022	Sep. 22, 2022	Aug. 16, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 22, 2023	Aug. 22, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Proceeds from initial public offering							$ 79,200,000
Deferred underwriting discount non current					$ 3,220,000	$ 3,220,000
Deposit Amount								$ 125,000
Minimum percent of balance in the trust account for business combination						90%
Proceeds from issuance of trust preferred securities						$ 94,300,000
Sale of the placement units, per unit,					$ 10.25	$ 10.25
Term of restricted investments						185 days
Temporary Equity Shares Issued During The Period	4,052,066
Temporary Equity, Redemption Price Per Share	$ 10.53
Cash withdrawn from Trust Account in connection with redemption					$ 42,680,726	$ 42,680,726
Cash withdrawn from Trust Account to pay franchise taxes	$ 125,000					1,189,115
Minimum net worth to consummate business combination					$ 5,000,001	$ 5,000,001
Share price					$ 10.25	$ 10.25
Cash					$ 2,417,380	$ 2,417,380				$ 877,560
Assets held-in-trust, Noncurrent					54,604,237	54,604,237				$ 95,134,678
Working capital deficit					950,019	950,019
Deposit in the Trust Account					1,712,914	1,712,914
Payment of franchise taxes					1,198,615	$ 1,198,615
Public stockholders shares description						in connection with the implementation of the Extension, the Company’s public stockholders elected to redeem 4,052,066 Public Shares for a total of $42,680,726. As such the Company has recorded a 1% excise tax liability in the amount of $426,807 on the Company’s condensed balance sheets as of September 30, 2023. The liability does not impact the Company’s condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the excise tax liability will not be due.
On Or After First January Two Thousand And Twenty Three [Member] | Inflation Reduction Act Of Two Thousand And Twenty Two [Member]
Property, Plant and Equipment [Line Items]
Percentage of excise tax on certain repurchases of shares				1%
Percentage of the fair market value of the shares repurchased at the time of the repurchase representing the excise tax amount				1%
Deposit Account [Member]
Property, Plant and Equipment [Line Items]
Cash					2,417,380	$ 2,417,380
Maximum [Member]
Property, Plant and Equipment [Line Items]
Period within which business combination shall be consummated from the consummation of initial public offer						21 months
Sponsor [Member]
Property, Plant and Equipment [Line Items]
Proceeds from initial public offering			$ 1,320,903
Asset, Held-in-Trust									$ 125,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Total transaction costs incurred in connection with initial public offering						$ 4,788,510
Payments for Underwriting Expense						920,000
Deferred underwriting discount non current					$ 3,220,000	3,220,000
Other offering costs						648,510
Additional issuance costs						$ 79,338
Over-Allotment Option [Member]
Property, Plant and Equipment [Line Items]
Stock issued during the period shares		1,200,000				1,200,000
Sale of stock issue price per share		$ 10
Proceeds from initial public offering		$ 12,000,000
Other offering costs		$ 412,500
Private Placement [Member] | Sponsor [Member]
Property, Plant and Equipment [Line Items]
Class of warrants or rights warrants issued during the period units			456,225
Class of warrants or rights warrants issued issue price per warrant			$ 10
Proceeds from the issuance of warrants			$ 4,562,250
Additional Units Issued During The Period To Related Party		42,000
Proceeds From Issuance Of Private Placement Units		$ 420,000
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Stock issued during the period shares						115,000
Temporary Equity, Redemption Price Per Share					$ 10.44	$ 10.44				$ 10.30
Temporary Equity, Shares Outstanding	5,147,934				5,147,934	5,147,934				9,200,000
Share price					$ 18	$ 18
Common Class A [Member] | IPO [Member]
Property, Plant and Equipment [Line Items]
Stock issued during the period shares			8,000,000
Common stock, conversion basis			Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and one Right, with each Right entitling the holder to receive one-tenth of one share of Class A Common Stock.
Class of warrants or rights exercise price per share			$ 11.50
Sale of stock issue price per share			$ 10
Proceeds from initial public offering			$ 80,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Property, Plant and Equipment [Line Items]
Stock issued during the period shares						115,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Temporary Equity, Carrying Amount, Attributable to Parent	$ 94,797,761
Temporary Equity, Carrying Amount, Attributable to Parent	53,768,399
Common Class A [Member]
Temporary Equity, Carrying Amount, Attributable to Parent	94,797,761
Remeasurement adjustment of Class A common stock to redemption value	1,651,364
Redemption of Class A common stock subject to redemption	(42,680,726)
Temporary Equity, Carrying Amount, Attributable to Parent	$ 53,768,399

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Allocation of net income (loss)	$ 108,936	$ (209,044)	$ 1,072,088	$ (209,750)
Common Class A [Member]
Allocation of net income (loss)	$ 85,528	$ (54,446)	$ 860,218	$ (22,252)
Denominator: Basic and diluted weighted average shares outstanding, basic	8,403,811	704,348	9,338,258	237,363
Denominator: Basic and diluted weighted average shares outstanding, diluted	8,403,811	704,348	9,338,258	237,363
Basic and diluted income (loss) per share of common stock, basic	$ 0.01	$ (0.08)	$ 0.09	$ (0.09)
Basic and diluted income (loss) per share of common stock, diluted	$ 0.01	$ (0.08)	$ 0.09	$ (0.09)
Common Class B [Member]
Allocation of net income (loss)	$ 23,408	$ (154,598)	$ 211,870	$ (187,498)
Denominator: Basic and diluted weighted average shares outstanding, basic	2,300,000	2,000,000	2,300,000	2,000,000
Denominator: Basic and diluted weighted average shares outstanding, diluted	2,300,000	2,000,000	2,300,000	2,000,000
Basic and diluted income (loss) per share of common stock, basic	$ 0.01	$ (0.08)	$ 0.09	$ (0.09)
Basic and diluted income (loss) per share of common stock, diluted	$ 0.01	$ (0.08)	$ 0.09	$ (0.09)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 28, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Cash equivalents		$ 0		$ 0		$ 0
Withdrew an aggregate of interest earned on the Trust Account				1,198,615
Cash withdrawn from Trust Account to pay franchise taxes	$ 125,000			$ 1,189,115
Stock issued during period, value, issued for services			$ 69,000
Effective income tax rate percent		65.10%	0%	37.50%	0%
Statutory income tax rate percent		21%	21%	21%	21%
Maximum [Member]
Property, Plant and Equipment [Line Items]
Federal depository insurance corporation coverage limit		$ 250,000		$ 250,000
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Number of warrant exercisable to acquire common stock				9,698,225
IPO [Member]
Property, Plant and Equipment [Line Items]
Offering costs				$ 648,510
Stock issued during period, shares, issued for services				115,000
Stock issued during period, value, issued for services				$ 79,338

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)			9 Months Ended
	Oct. 04, 2022	Sep. 22, 2022	Sep. 30, 2023	Sep. 30, 2022
Proceeds from initial public offering				$ 79,200,000
Deferred underwriting commissions noncurrent			3,220,000
Sponsor [Member]
Proceeds from initial public offering		$ 1,320,903
IPO [Member]
Offering costs			$ 648,510
Over-Allotment Option [Member]
Stock issued during the period shares	1,200,000		1,200,000
Sale of stock issue price per share	$ 10
Proceeds from initial public offering	$ 12,000,000
Proceeds from issuance or sale of equity	12,000,000
Offering costs	412,500
Deferred underwriting commissions noncurrent	$ 262,500
Over-Allotment Option [Member] | Sponsor [Member]
Sale of stock, number of shares issued in transaction	1,200,000
Common Class A [Member]
Stock issued during the period shares			115,000
Common Class A [Member] | IPO [Member]
Stock issued during the period shares		8,000,000
Sale of stock issue price per share		$ 10
Proceeds from initial public offering		$ 80,000,000
Class of warrants or rights exercise price per share		$ 11.50
Description of number of shares called by each public right upon consummation of business combination		one-tenth of one share
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during the period shares			115,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] - USD ($)	Oct. 04, 2022	Sep. 22, 2022
Global Star Acquisition I LLC Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of stock, number of shares issued in transaction		456,225
Sale of stock, price per share		$ 10
Proceeds from issuance of private placement		$ 4,562,250
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of stock, number of shares issued in transaction	42,000
Proceeds from issuance of private placement	$ 420,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 27, 2022	Sep. 22, 2022	Apr. 05, 2022	Feb. 14, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jul. 31, 2023	Oct. 04, 2022	Jul. 26, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Stock issued during period, Value, Issued for services						$ 69,000
Share price					$ 10.25		$ 10.25
Due to related parties					$ 15,094		$ 15,094		$ 15,094
Due to related parties		$ 119,720
Proceeds from initial public offering								$ 79,200,000
Prepaid balance					119,694		119,694		231,528
Other Expenses					0	$ 2,000	23,666	$ 30,000
Related Party Deposits [Member]
Related Party Transaction [Line Items]
Proceeds from additional deposits							25,000
Due to related parties					$ 0		$ 0
Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of common stock issued and outstanding					20%		20%
Stock forfeiture during the period shares												575,000
Stock forfeiture during the period value												$ 0
Sponsor [Member]
Related Party Transaction [Line Items]
Due to related parties											$ 112,250
Proceeds from initial public offering		$ 1,320,903
Due from related parties current					$ 15,094		$ 15,094		15,094
Sponsor [Member] | Officer And Director [Member]
Related Party Transaction [Line Items]
Common stock, shares issued			500,000				500,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount				$ 300,000
Related party transaction, amounts of transaction	$ 1,310,373
Line of Credit Facility, Maximum Borrowing Capacity										$ 1,600,000
Debt instrument, convertible, carrying amount of equity component										$ 1,500,000
Debt instrument, convertible conversion price										$ 10
Notes payable, related parties					$ 1,600,000		$ 1,600,000
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, Shares subscribed but unissued													2,300,000
Common stock, Value, Subscriptions													$ 25,000
Stock issued during period, Shares, Issued for services				2,875,000
Stock issued during period, Value, Issued for services				$ 25,000
Sponsor And Insider [Member]
Related Party Transaction [Line Items]
Percentage of founder shares will not be transferred assigned or sold							50%
Percentage of remaining founder shares will not be transferred assigned or sold							50%
Sponsor And Insider [Member] | Share Price Equal Or Exceeds Twelve Point Five [Member]
Related Party Transaction [Line Items]
Share price					$ 12.50		$ 12.50
Number of trading days for determining the share price							20 days
Number of consecutive days for determining the share price							30 days
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Due to related parties					$ 0		$ 0		0
Debt instrument, convertible, carrying amount of equity component					$ 1,500,000		$ 1,500,000
Debt instrument, convertible conversion price					$ 10		$ 10
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction							$ 10,000
Related party transaction, selling, general and administrative expense from transaction with related party					$ 30,000		91,666
Related Party [Member]
Related Party Transaction [Line Items]
Related party transaction, selling, general and administrative expense from transaction with related party					30,000		110,000
Prepaid balance					$ 10,000		$ 10,000
Administrative fee									$ 8,334

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)				9 Months Ended
	Jul. 18, 2023	Oct. 04, 2022	Sep. 22, 2022	Sep. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commissions noncurrent				$ 3,220,000
Underwriting discount paid per unit				$ 0.20
Reimbursement of underwriting expenses				$ 920,000
Deferred underwriting commission per unit				$ 0.35
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during the period shares				115,000
Common Class B [Member] | Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during the period shares	160,000
Stock issued during period, value, new issues	$ 1,600,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Over allotment option period				45 days
Stock issued during the period shares		1,200,000		1,200,000
Sale of stock issue price per share		$ 10
Proceeds from Issuance or Sale of Equity		$ 12,000,000
Other offering costs		412,500
Deferred underwriting commissions noncurrent		$ 262,500
Over-Allotment Option [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during the period shares				115,000
Over-Allotment Option [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		1,200,000
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		42,000
Proceeds from issuance of private placement		$ 420,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Other offering costs				$ 648,510
Additional issuance costs				$ 79,338
IPO [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during the period shares			8,000,000
Sale of stock issue price per share			$ 10

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Aug. 28, 2023	Sep. 22, 2022	Jul. 26, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Warrants exercisable term from the date of completion of business combination	30 days
Warrants exercisable term from the closing of IPO	12 months
Number of securities called by each warrant or right	0
Minimum lock In period to become effective after the closing of the initial business combination	60 days
Share price	$ 10.25
Public Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	9,200,000
Minimum lock in period for SEC registration from date of business combination	15 days
Redemption Of Warrants [Member]
Class of Stock [Line Items]
Class of warrants, redemption notice period	30 days
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	498,225	498,225
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, voting rights	one vote	one vote
Common stock, shares issued	613,225	613,225
Common stock, shares outstanding	613,225	613,225
Shares subject to possible redemption	5,147,934	9,200,000	5,147,934
Share price	$ 18
Stockholders' equity note, stock split	(1/10)
Common Class A [Member] | Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants, redemption notice period	30 days
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, voting rights	one vote	one vote
Common stock, shares issued	2,300,000	2,300,000
Common stock, shares outstanding	2,300,000	2,300,000			2,300,000
Common Class B [Member] | IPO [Member]
Class of Stock [Line Items]
Common stock, threshold percentage on conversion of shares				20%

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details Narrative) - USD ($)		9 Months Ended
	Apr. 05, 2022	Sep. 30, 2023
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number		500,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 1,150,000
Officer And Director [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Aggregate value of shares transferred by related party		$ 1,150,000
Per unit grant date fair value of shares transferred by related party		$ 2.30
Officer And Director [Member] | Sponsor [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock, shares issued	500,000	500,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Marketable securities held in Trust Account	$ 54,604,237	$ 95,134,678

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details Narrative)	9 Months Ended
	Sep. 30, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk free rate	3.74%
Volatility	1.50%
Dividend rate	0%
Measurement Input Probability of Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility	7%
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years 10 months 17 days
Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class Of Warrant Or Right Price Of Warrants Or Rights	$ 0.05

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 17, 2023	Sep. 22, 2023
Subsequent Event [Line Items]
Deposit Amount		$ 125,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Deposit Amount	$ 125,000