UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2024
GLOBAL STAR ACQUISITION INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-41506 | | 86-2508938 |
| (Commission File Number) | | (IRS Employer Identification No.) |
1641 International Drive Unit 208
McLean, VA
22102
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 703-790-0717
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Units, each consisting of one share of Class A Common Stock, one Redeemable Warrant, and one Right | | GLSTU | | The Nasdaq Stock Market LLC |
| Class A Common Stock, $0.0001 par value per share | | GLST | | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | | GLSTW | | The Nasdaq Stock Market LLC |
| Rights, exchangeable into one-tenth of one share of Class A common Stock | | GLSTR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
As previously disclosed, on June 11, 2024, Global Star Acquisition Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”) and the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which extends the date by which the Company must consummate its initial business combination from June 22, 2024 to December 22, 2024, provided the sponsor or its designees deposit into the trust account the lesser of: (i) $60,000 or (ii) $0.02 per share for each public share that is not redeemed in connection with the Meeting, prior to the commencement of each extension period (the “Extension”). Following the redemption, the Company’s remaining public shares that are not redeemed in connection with the Meeting are 1,137,006 and the Company must deposit into the Trust Account $22,740.12 for each Extension.
On June 24, 2024, the Company issued a press release announcing that on June 18, 2024, it caused to be deposited $22,740.12 into the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from June 22, 2024 to July 22, 2024 (the “Extension”). The Extension is the first of six-monthly extensions permitted under the Company’s governing documents.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Global Star Acquisition Inc. |
| | |
| Date: June 24, 2024 | By: | /s/ Anthony Ang |
| | | Anthony Ang |
| | | Chief Executive Officer |
