Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 Unit 208 | |
Entity Address, City or Town | McLean | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102 | |
City Area Code | (03) | |
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 $11.50 per share | |
Trading Symbol | GLSTW | |
Security Exchange Name | NASDAQ | |
Rights, exchangeable into one-tenth of one share of Class A common Stock | ||
Title of 12(b) Security | Rights, exchangeable into one-tenth of one share of Class A common Stock | |
Trading Symbol | GLSTR | |
Security Exchange Name | NASDAQ | |
Redeemable Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 1,137,006 | |
Non Redeemable Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 613,225 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,300,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 1,353,525 | $ 1,506,914 |
Prepaid expenses and other current assets | 49,818 | 80,782 |
Total Current Assets | 1,403,343 | 1,587,696 |
Marketable securities held in Trust Account | 12,686,133 | 55,707,757 |
Total Assets | 14,089,476 | 57,295,453 |
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | ||
Accounts payable and accrued expenses | 1,393,590 | 781,967 |
Accrued franchise tax payable | 136,713 | 59,313 |
Income taxes payable | 1,082,528 | 796,065 |
Excise tax payable attributable to redemption of common stock | 872,861 | 426,807 |
Promissory note - related party | 2,311,000 | 1,590,000 |
Due to Sponsor | 15,094 | 15,094 |
Total Current Liabilities | 5,811,786 | 3,669,246 |
Deferred underwriting commission | 3,220,000 | 3,220,000 |
Total Liabilities | 9,031,786 | 6,889,246 |
Class A common stock subject to possible redemption; 1,137,006 shares issued and outstanding at redemption value of $11.16 and $10.80 per share at June 30, 2024, and December 31, 2023, respectively | 12,684,975 | 55,575,390 |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (7,627,577) | (5,169,475) |
Total Stockholders’ Deficit | (7,627,285) | (5,169,183) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 14,089,476 | 57,295,453 |
Common Class A [Member] | ||
Stockholders’ deficit: | ||
Common stock | 62 | 62 |
Common Class B [Member] | ||
Stockholders’ deficit: | ||
Common stock | $ 230 | $ 230 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common Class A [Member] | ||
Shares subject to possible redemption issued | 1,137,006 | 1,137,006 |
Shares subject to possible redemption outstanding | 1,137,006 | 1,137,006 |
Shares subject to possible redemption , redemption price per share | $ 11.16 | $ 10.80 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING EXPENSES | ||||
General and administrative | $ 616,204 | $ 336,588 | $ 1,392,062 | $ 699,213 |
Administration fee - related party | 30,000 | 31,666 | 60,000 | 61,666 |
TOTAL OPERATING EXPENSES | (646,204) | (368,254) | (1,452,062) | (760,879) |
OTHER INCOME | ||||
Income earned on Investments held in Trust Account | 702,246 | 1,146,110 | 1,431,156 | 2,155,537 |
Interest income | 1,304 | 129 | 10,354 | 199 |
TOTAL OTHER INCOME | 703,550 | 1,146,239 | 1,441,510 | 2,155,736 |
Income (Loss) before provision for income taxes | 57,346 | 777,985 | (10,552) | 1,394,857 |
Provision for income taxes | (141,991) | (230,211) | (286,463) | (431,705) |
Net (loss) income | $ (84,645) | $ 547,774 | $ (297,015) | $ 963,152 |
Weighted average number of shares of redeemable Class A common stock outstanding, basic and diluted | 4,923,712 | 9,813,225 | 5,342,436 | 9,813,225 |
Basic and diluted net (loss) income per share of redeemable Class A common stock | $ (0.01) | $ 0.05 | $ (0.04) | $ 0.08 |
Weighted average number of shares of non-redeemable Class A and B common stock outstanding, basic and diluted | 2,300,000 | 2,300,000 | 2,300,000 | 2,300,000 |
Basic and diluted net (loss) income per share of Class A and Class B common stock | $ (0.01) | $ 0.05 | $ (0.04) | $ 0.08 |
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 |
Balance – March 31, 2023 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 income | 415,378 | 415,378 | |||
Balance – June 30, 2023 at Mar. 31, 2023 | $ 62 | $ 230 | (2,670,945) | (2,670,653) | |
Ending balance, shares at Mar. 31, 2023 | 613,225 | 2,300,000 | |||
Balance – March 31, 2023 at Dec. 31, 2022 | $ 62 | $ 230 | (2,328,390) | (2,328,098) | |
Beginning balance, shares at Dec. 31, 2022 | 613,225 | 2,300,000 | |||
Net income | 963,152 | ||||
Balance – June 30, 2023 at Jun. 30, 2023 | $ 62 | $ 230 | (2,989,070) | (2,988,778) | |
Ending balance, shares at Jun. 30, 2023 | 613,225 | 2,300,000 | |||
Balance – March 31, 2023 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 income | 547,774 | 547,774 | |||
Balance – June 30, 2023 at Jun. 30, 2023 | $ 62 | $ 230 | (2,989,070) | (2,988,778) | |
Ending balance, shares at Jun. 30, 2023 | 613,225 | 2,300,000 | |||
Balance – March 31, 2023 at Dec. 31, 2023 | $ 62 | $ 230 | (5,169,475) | (5,169,183) | |
Beginning balance, shares at Dec. 31, 2023 | 613,225 | 2,300,000 | |||
Remeasurement adjustment of Class A ordinary shares to redemption value | (909,438) | (909,438) | |||
Net income | (212,370) | (212,370) | |||
Balance – June 30, 2023 at Mar. 31, 2024 | $ 62 | $ 230 | (6,291,283) | (6,290,991) | |
Ending balance, shares at Mar. 31, 2024 | 613,225 | 2,300,000 | |||
Balance – March 31, 2023 at Dec. 31, 2023 | $ 62 | $ 230 | (5,169,475) | (5,169,183) | |
Beginning balance, shares at Dec. 31, 2023 | 613,225 | 2,300,000 | |||
Net income | (297,015) | ||||
Balance – June 30, 2023 at Jun. 30, 2024 | $ 62 | $ 230 | (7,627,577) | (7,627,285) | |
Ending balance, shares at Jun. 30, 2024 | 613,225 | 2,300,000 | |||
Balance – March 31, 2023 at Mar. 31, 2024 | $ 62 | $ 230 | (6,291,283) | (6,290,991) | |
Beginning balance, shares at Mar. 31, 2024 | 613,225 | 2,300,000 | |||
Remeasurement adjustment of Class A ordinary shares to redemption value | (805,595) | (805,595) | |||
Excise tax payable attributable to redemption of common stock | (446,054) | (446,054) | |||
Net income | (84,645) | (84,645) | |||
Balance – June 30, 2023 at Jun. 30, 2024 | $ 62 | $ 230 | $ (7,627,577) | $ (7,627,285) | |
Ending balance, shares at Jun. 30, 2024 | 613,225 | 2,300,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net (loss) income | $ (297,015) | $ 963,152 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Investment income earned on investment held in Trust Account | (1,431,156) | (2,155,537) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 30,964 | 37,172 |
Other assets | 49,526 | |
Accounts payable and accrued expenses | 611,623 | 65,802 |
Accrued franchise taxes | 77,400 | (86,738) |
Income taxes payable | 286,463 | 431,705 |
Net cash used in operating activities | (721,721) | (694,918) |
Cash flows from investing activities | ||
Investment of cash into Trust Account | (647,740) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 495,072 | 186,738 |
Cash withdrawn from Trust Account for working capital purposes | 44,605,448 | |
Net cash provided by investing activities | 44,452,780 | 186,738 |
Cash flows from financing activities | ||
Redemption of common stock | (44,605,448) | |
Proceeds from borrowings under promissory note – related party | 725,000 | |
Repayment of promissory note - related party | (4,000) | |
Payment of offering costs | (67,414) | |
Net cash used in financing activities | (43,884,448) | (67,414) |
Net change in cash | (153,389) | (575,594) |
Cash at beginning of period | 1,506,914 | 877,560 |
Cash at end of period | 1,353,525 | 301,966 |
Non-cash investing and financing activities: | ||
Remeasurement of Class A common stock to redemption value | 1,715,033 | 1,623,832 |
Excise tax payable attributable to redemption of common stock | $ 446,054 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, 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 June 30, 2024, the Company had not commenced any operations. All activity for the period from July 24, 2019 (inception) through June 30, 2024, 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 the proceeds derived from the Offering placed in Trust Account. 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 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 27 22,740 Special Meetings 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 Meetings On August 22, 2023, the Company held a Special Meeting of Stockholders (the “August 2023 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 “First 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 44,605,448 5,147,934 125,000 5,000,001 On June 11, 2024, the Company held a Special Meeting of Stockholders (the “June 2024 Meeting”). At the Meeting, the Company’s stockholders approved the Charter Amendment, which further extends the date by which the Company must consummate its initial business combination by an additional six-months pursuant to six one-month extensions, from June 22, 2024 to December 22, 2024 (the “Second New Termination Date”), provided that the sponsor or its designees deposit into the trust account approximately $22,740 prior to the commencement of each extension period. At the June 2024 Meeting, Stockholders holding 4,010,928 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $11.12 per share of the funds in the Trust Account. As a result, $44,605,448 was removed from the Trust Account to pay such holders. The Company has made two monthly extension payments in the Trust Account to extend the period of time by which it has to consummate its initial business combination to August 22, 2024. The Company has until August 22, 2024 (or up to December 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 December 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 Second 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 Second 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. 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 Franchise and Income Tax Withdrawals from Trust Account Since completion of its IPO on September 22, 2022, and through June 30, 2024, the Company withdrew $1,684,187 from the Trust Account to pay its liabilities related to income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $466,104 to the respective tax authorities, leaving $1,218,084 in Company’s bank account to pay its tax liabilities. As of June 30, 2024, the Company had accrued but unpaid income tax liability of $1,082,528 and accrued but unpaid Delaware franchise tax liability of $136,714. The Company remitted $830,000 in payment of its income tax liability for 2023 (including interest and penalties) on July 3, 2024, and intends to settle its obligations for income and Delaware Franchise taxes as they become due. Liquidity and Going Concern As of June 30, 2024, the Company had cash of $ 1,353,525 1,218,084 12,686,133 4,408,443 1,684,187 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 not have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or December 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 more 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, 2024, 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 consolidated 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 27 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination). The consolidated 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”) executed of a definitive Merger Agreement (as amended by that certain First Second and Third Amendments, 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. Merger Consideration Upon the effective time of the Reincorporation Merger, (i) each issued and outstanding share of common stock of the Company (the “Company Common Stock”), other than Company Common Stock that are owned by the Company as treasury shares or any Company Common Stock owned by any direct or indirect wholly owned subsidiary of the Company, will be converted automatically into one ordinary share of the Purchaser (the “Purchaser Ordinary Share”), and (ii) each issued and outstanding warrant of the Company will convert automatically into a warrant to purchase one Purchaser Ordinary Share at a price of $11.50 per whole share (the “Purchaser Warrant”), (iii) each issued and outstanding right of the Company shall convert automatically into a right to receive one-tenth (1/10) of one Purchaser Ordinary Share at the closing of a business combination (the “Purchaser Right”), and (iv) each issued and outstanding unit of the Company shall separate and convert automatically into one Purchaser Ordinary Share, one Purchaser Warrant and one Purchaser Right. Each of the Purchaser Warrants and Purchaser Rights shall have, and be subject to, the same terms and conditions set forth in the applicable agreements governing the warrants of the Company and the rights of the Company, respectively. At the closing of the Reincorporation Merger, all common stock, warrants, rights, units, and other securities of the Company shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Upon the closing of the Acquisition Merger, (i) each share of K Enter capital stock, if any, that is owned by Company or Merger Sub (or any other subsidiary of Company) or K Enter (as treasury stock or otherwise), will automatically be cancelled and retired without any conversion, (ii) each share of K Enter preferred stock issued and outstanding shall be deemed converted into shares of K Enter common stock, (iii) each share of K Enter common stock issued and outstanding, including shares of K Enter common stock deemed outstanding as a result of the mandatory conversion of K Enter preferred stock, shall be converted into the right to receive a number of Purchaser Ordinary Shares equal to the Conversion Ratio, and (iv) each share of Merger Sub common stock issued and outstanding shall be converted into and become one newly issued, fully paid and nonassessable share of K Enter common stock. Conversion Ratio means the quotient obtained by dividing (a) 59,000,000 Conditions to Closing The Closing is subject to certain customary conditions, including, among other things, (i) approval by the Company’s stockholders of the Merger Agreement and related proposals, (ii) approval by K Enter’s shareholders of the Merger Agreement, (iii) the effectiveness of a registration statement on Form F-4 (the “Registration Statement”) to be filed by Purchaser relating to the Business Combination, which will contain a proxy statement of the Company in connection with its solicitation for proxies for the vote by stockholders of the Company in connection with the Business Combination and other matters as described in the Registration Statement, (iv) the approval for Purchaser’s initial listing application with Nasdaq or an alternate exchange, (v) the Company having at least $ 5,000,001 The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, copy of which, is filed as Exhibit 2.1 in a Form 8-K filed with the SEC on June 22, 2023. Lock-Up Agreement At the Closing, Purchaser, Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of K Enter (such stockholders, the “Target Holders”), and other persons and entities (collectively, the “Holders” and each, a “Holder”), will enter into lock-up agreements (the “Lock-Up Agreements”) with respect to the Purchaser Ordinary Shares and Purchaser Warrants held by the Sponsor immediately following the Closing, and the Purchaser Ordinary Shares held by the Target Holders immediately following the Closing (the “Lock-Up Shares”), pursuant to which, each Holder agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of, directly or indirectly, any Lock-Up Shares during the application lock-up period, on the terms and subject to the conditions set forth in the Lock-Up Agreement. Lock-up period means, (i) with respect to 50% of the Lock-up Shares, the earlier of (A) six months after the Closing and (B) the date on which the closing price of the Purchaser’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the date hereof and (ii) with respect to the remaining 50% Lock-up Shares (or Ordinary Shares issuable upon conversion thereof), six months after the Closing. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, a form of which is filed as Exhibit 10.1 in a Form 8-K filed with the SEC on June 22, 2023. Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, the Purchaser, the Sponsor, certain former stockholders of the Company (such stockholders, together with the Sponsor, the “Company Holders”), and certain former stockholders of K Enter, will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Purchaser will be obligated to file a registration statement to register the resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, of certain securities of Purchaser held by the parties to the Registration Rights Agreement. The Registration Rights Agreement will also provide the Sponsor, the Company Holders, the Target Holders with unlimited “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by the Company, the Sponsor and the other parties thereto in connection with the Company’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder, on the date that such holder no longer holds any Registrable Securities (as defined therein). The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a form of which is filed as Exhibit 10.2 in a Form 8-K filed with the SEC on June 22, 2023. Purchase Agreement In connection with this Merger Agreement, on July 12, 2023, the Company entered into a Purchase Agreement (the “Purchase Agreement”) by and between the Company, K Enter, and Global Star Acquisition I LLC, a Delaware limited liability company (the “Sponsor”). Pursuant to the Purchase Agreement, K Enter purchased 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 in the Form 8-K filed with the SEC on July 17, 2023. First Amendment On March 11, 2024, the Company, K Enter, Purchaser, and Merger Sub entered into a First Amendment to the Merger Agreement (the “First Amendment”) to amend certain of the terms of the Merger Agreement. The First Amendment (i) reduces the base value of the merger consideration to be received by Company shareholders from $ 610 590 Second and Third Amendment On June 28, 2024, the Company entered into a Second Amendment to the Business Combination Agreement (the “Second BCA Amendment”), by and among K Enter, K Wave Media Ltd., a Cayman Islands exempted company (the “K Wave Media Ltd.”), and GLST Merger Sub Inc., a Delaware corporation (the “GLST Merger Sub Inc.”) to extend the outside date by which the parties’ must consummate the business combination. Other than the extension of the date to December 22, 2024, by which we must consummate a business combination, all of the terms, covenants, agreements, and conditions of the BCA remain in full force and effect in accordance with its original terms. On July 25, 2024, the Company entered into a Third Amendment to the Business Combination Agreement (the “Third BCA Amendment”), by and among K Enter, K Wave Media Ltd., and GLST Merger Sub Inc. to amend the conditions to the parties’ obligations to consummate the business combination. Other than the amendment to the condition to the obligations of the parties whereby K Enter must complete its acquisition of the controlling equity interests of (1) Play Company Co. Ltd., (2) Solaire Partners LLC, (3) Apeitda Co., Ltd., (4) The LAMP Co., Ltd., (5) Bidangil Pictures Co., Ltd., and (6) Studio Anseilen Co., Ltd., all of the terms, covenants, agreements, and conditions of the BCA remain in full force and effect in accordance with its original terms. The foregoing description of the Second BCA Amendment and Third BCA Amendment (the “BCA Amendments”) do not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendments, copies of which, are filed as Exhibit 2.1 and 2.2 in a Form 8-K filed with the SEC on July 31, 2024. 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 consolidated financial statements. The consolidated 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 consolidated balance sheets as of August 22, 2023. On June 25, 2024, in connection with the implementation of the Second Extension, the Company’s public stockholders elected to redeem 4,010,928 Public Shares for a total of $44,605,448. As such the Company has recorded a 1% excise tax liability in the amount of $ $446,054 on the Company’s consolidated balance sheets as of June 30, 2024. The total liability of $872,861 recorded as of June 30, 2024 does not impact the Company’s consolidated statements of income and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This liability will be reevaluated and remeasured at the end of each quarterly period. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed consolidated. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2023 filed with the SEC on Form 10-K. In the opinion of the Company’s management, these condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of June 30, 2024 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly 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 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 condensed consolidated 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 condensed consolidated 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 condensed consolidated 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 condensed consolidated 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’s operating account is classified as cash equivalent in the Company’s condensed consolidated balance sheet. Marketable Securities Held in Trust Account At June 30, 2024 and December 31, 2023, 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 condensed consolidated balance sheets and with unrealized gains or losses, if any, presented on the condensed consolidated statements of income. From the date of the IPO and through June 30, 2024, the Company withdrew an aggregate of $ 1,684,187 446,104 1,218,084 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 June 30, 2024 and December 31, 2023, 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 condensed consolidated 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 June 30, 2024 and December 31, 2023, the Class A common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Class A Common stock reflected in the unaudited condensed consolidated balance sheets Gross proceeds from IPO and exercise of the over-allotment option $ 92,000,000 Less: Transaction costs allocated to the Class A common stock (4,726,147 ) Proceeds allocated to Public Rights and Warrants (524,400 ) Plus: Remeasurement adjustment of Class A common stock to redemption value 8,048,308 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 3,458,355 Less: Redemption of Class A common stock subject to redemption (42,680,726 ) Class A common stock subject to possible redemption at December 31, 2023 $ 55,575,390 Plus: Remeasurement adjustment of Class A common stock to redemption value 909,438 Class A common stock subject to possible redemption at March 31, 2024 $ 56,484,828 Plus: Remeasurement adjustment of Class A common stock to redemption value 805,595 Less: Redemption of Class A common stock subject to redemption (44,605,448 ) Class A common stock subject to possible redemption at June 30, 2024 $ 12,684,975 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 condensed consolidated 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 accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. While ASC 740 identifies usage of the effective annual tax rate (“ETR”) for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in the current period based on 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2024. 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 and income taxes, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company has identified the United States as our only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months and is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of June 30, 2024 and December 31, 2023 the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was ( 247.6 %) and ( 2,714.8 %) for the three and six months ended June 30, 2024, respectively, 29.6 % and 30.9 % for the three and six months ended June 30, 2023, respectively. The effective tax rate differs from the statutory tax rate of 21.0 % for the three and six months ended June 30, 2024 and 2023, due to non-deductible meals & entertainment expenses, tax penalties, business combination costs and changes in the valuation allowance on the deferred tax assets. Net (Loss) Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income 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 (loss) income per shares of common stock as the redemption value approximates fair value. The Company calculates its earnings per share by allocating net (loss) income pro rata to shares of redeemable Class A and non-redeemable Class A and 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 (loss) income of the Company. The calculation of diluted (loss) income 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 (loss) income 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 June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (57,694 ) $ (26,951 ) $ 443,765 $ 104,009 $ (207,628 ) $ (89,387 ) $ 780,273 $ 182,879 Denominator: Weighted average shares outstanding 4,923,712 2,300,000 9,813,225 2,300,000 5,342,436 2,300,000 9,813,225 2,300,000 Basic and diluted net (loss) income per share $ (0.01 ) $ (0.01 ) $ 0.05 $ 0.05 $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 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 Condensed consolidated 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated financial statements and disclosures. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2024 | |
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 | 6 Months Ended |
Jun. 30, 2024 | |
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 | 6 Months Ended |
Jun. 30, 2024 | |
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 160,000 2,140,000 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 As of June 30, 2024 and December 31, 2023, the outstanding balance due to the Sponsor was $ 15,094 Promissory Notes — Related Party Working Capital Loan 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 June 30, 2024 and December 31, 2023, the amount outstanding under the Sponsor Working Capital Loan was $ 1,586,000 1,590,000 On April 15, 2024, the Company issued a promissory note to the Sponsor in an amount of up to $ 1,000,000 725,000 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 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 60,000 31,666 61,666 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
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. On September 24, 2023, the Company has engaged EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) to act as the exclusive placement agent (“Placement Agent”) for the Company, in connection with the proposed offering by private placement of equity or equity-linked securities in the form of a PIPE, forward purchase arrangement or similar type of equity line financing (the “Placement”) to “qualified institutional buyers” as such term is defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and to the institutional accredited investors as such term is defined in Regulation D promulgated under the Securities Act of the Company’s equity or equity-linked securities, including warrants, options or other rights to purchase such securities (collectively, the “Securities”). In case of successful Placements, a non-refundable cash placement fee (the “Placement Fee”), payable at each closing of a Placement, in an amount equal to seven percent (7.0%), as well as foreign placement fee of 1% and reduced placement fee of 1% of the aggregate gross proceeds from the sale of all Securities in the Placement would be due and payable to EF Hutton. On November 27, 2023, the Company engaged MZHCI, LLC, a MZ Group Company (“MZHCI”) as its public relations consultant starting from January 1, 2024 (the “MZHCI Agreement”). According to terms of the MZHCI Agreement, MZHCI will be paid a monthly fee of $10,000 for its services for the period of the Proposed Business Combination starting from January 1, 2024, which will increase to $14,000 (subject to 5% cost of living adjustment) upon closing of the Proposed Business Combination. In addition, upon a successful closing of the Proposed Business Combination, the Company will issue to MZHCI $150,000 worth of the Company’s restricted stock as valued on the first day of trading post-closing. 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, on July 12, 2023, 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 purchased 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 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 June 30, 2024 and December 31, 2023, 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, there are 500,000 1,150,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023 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 June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 12,686,133 $ 55,707,757 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
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 condensed consolidated financial statements were issued. Based upon this review, other than as disclosed below or within these condensed consolidated financial statements, the Company did not identify any subsequent events that would have required recognition or disclosure in the condensed consolidated financial statements. Second and Third Amendment On June 28, 2024, the Company entered into a Second Amendment to the Business Combination Agreement (the “Second BCA Amendment”), by and among K Enter, K Wave Media Ltd., a Cayman Islands exempted company (the “K Wave Media Ltd.”), and GLST Merger Sub Inc., a Delaware corporation (the “GLST Merger Sub Inc.”) to extend the outside date by which the parties’ must consummate the business combination. Other than the extension of the date to December 22, 2024, by which we must consummate a business combination, all of the terms, covenants, agreements, and conditions of the BCA remain in full force and effect in accordance with its original terms. On July 25, 2024, the Company entered into a Third Amendment to the Business Combination Agreement (the “Third BCA Amendment”), by and among K Enter, K Wave Media Ltd., and GLST Merger Sub Inc. to amend the conditions to the parties’ obligations to consummate the business combination. Other than the amendment to the condition to the obligations of the parties whereby K Enter must complete its acquisition of the controlling equity interests of (1) Play Company Co. Ltd., (2) Solaire Partners LLC, (3) Apeitda Co., Ltd., (4) The LAMP Co., Ltd., (5) Bidangil Pictures Co., Ltd., and (6) Studio Anseilen Co., Ltd., all of the terms, covenants, agreements, and conditions of the BCA remain in full force and effect in accordance with its original terms. The foregoing description of the Second BCA Amendment and Third BCA Amendment (the “BCA Amendments”) do not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendments, copies of which, are filed as Exhibit 2.1 and 2.2 in a Form 8-K filed with the SEC on July 31, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly 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 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 condensed consolidated 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 condensed consolidated 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 condensed consolidated 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 condensed consolidated 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’s operating account is classified as cash equivalent in the Company’s condensed consolidated balance sheet. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2024 and December 31, 2023, 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 condensed consolidated balance sheets and with unrealized gains or losses, if any, presented on the condensed consolidated statements of income. From the date of the IPO and through June 30, 2024, the Company withdrew an aggregate of $ 1,684,187 446,104 1,218,084 |
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 June 30, 2024 and December 31, 2023, 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 condensed consolidated 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 June 30, 2024 and December 31, 2023, the Class A common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Class A Common stock reflected in the unaudited condensed consolidated balance sheets Gross proceeds from IPO and exercise of the over-allotment option $ 92,000,000 Less: Transaction costs allocated to the Class A common stock (4,726,147 ) Proceeds allocated to Public Rights and Warrants (524,400 ) Plus: Remeasurement adjustment of Class A common stock to redemption value 8,048,308 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 3,458,355 Less: Redemption of Class A common stock subject to redemption (42,680,726 ) Class A common stock subject to possible redemption at December 31, 2023 $ 55,575,390 Plus: Remeasurement adjustment of Class A common stock to redemption value 909,438 Class A common stock subject to possible redemption at March 31, 2024 $ 56,484,828 Plus: Remeasurement adjustment of Class A common stock to redemption value 805,595 Less: Redemption of Class A common stock subject to redemption (44,605,448 ) Class A common stock subject to possible redemption at June 30, 2024 $ 12,684,975 |
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 condensed consolidated 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 accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. While ASC 740 identifies usage of the effective annual tax rate (“ETR”) for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in the current period based on 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2024. 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 and income taxes, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company has identified the United States as our only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months and is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of June 30, 2024 and December 31, 2023 the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was ( 247.6 %) and ( 2,714.8 %) for the three and six months ended June 30, 2024, respectively, 29.6 % and 30.9 % for the three and six months ended June 30, 2023, respectively. The effective tax rate differs from the statutory tax rate of 21.0 % for the three and six months ended June 30, 2024 and 2023, due to non-deductible meals & entertainment expenses, tax penalties, business combination costs and changes in the valuation allowance on the deferred tax assets. |
Net (Loss) Income Per Share | Net (Loss) Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income 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 (loss) income per shares of common stock as the redemption value approximates fair value. The Company calculates its earnings per share by allocating net (loss) income pro rata to shares of redeemable Class A and non-redeemable Class A and 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 (loss) income of the Company. The calculation of diluted (loss) income 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 (loss) income 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 June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (57,694 ) $ (26,951 ) $ 443,765 $ 104,009 $ (207,628 ) $ (89,387 ) $ 780,273 $ 182,879 Denominator: Weighted average shares outstanding 4,923,712 2,300,000 9,813,225 2,300,000 5,342,436 2,300,000 9,813,225 2,300,000 Basic and diluted net (loss) income per share $ (0.01 ) $ (0.01 ) $ 0.05 $ 0.05 $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 |
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 Condensed consolidated 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Gross proceeds from IPO and exercise of the over-allotment option $ 92,000,000 Less: Transaction costs allocated to the Class A common stock (4,726,147 ) Proceeds allocated to Public Rights and Warrants (524,400 ) Plus: Remeasurement adjustment of Class A common stock to redemption value 8,048,308 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 3,458,355 Less: Redemption of Class A common stock subject to redemption (42,680,726 ) Class A common stock subject to possible redemption at December 31, 2023 $ 55,575,390 Plus: Remeasurement adjustment of Class A common stock to redemption value 909,438 Class A common stock subject to possible redemption at March 31, 2024 $ 56,484,828 Plus: Remeasurement adjustment of Class A common stock to redemption value 805,595 Less: Redemption of Class A common stock subject to redemption (44,605,448 ) Class A common stock subject to possible redemption at June 30, 2024 $ 12,684,975 |
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 June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (57,694 ) $ (26,951 ) $ 443,765 $ 104,009 $ (207,628 ) $ (89,387 ) $ 780,273 $ 182,879 Denominator: Weighted average shares outstanding 4,923,712 2,300,000 9,813,225 2,300,000 5,342,436 2,300,000 9,813,225 2,300,000 Basic and diluted net (loss) income per share $ (0.01 ) $ (0.01 ) $ 0.05 $ 0.05 $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Assets and Liabilities | Schedule of Fair Value Hierarchy for Assets and Liabilities Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 12,686,133 $ 55,707,757 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||
Aug. 28, 2023 | Jul. 12, 2023 | Oct. 04, 2022 | Sep. 22, 2022 | Aug. 16, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 11, 2024 | Sep. 22, 2023 | Aug. 22, 2023 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Deferred underwriting discount non current | $ 3,220,000 | ||||||||||
Deposit Amount | $ 22,740 | ||||||||||
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 | ||||||||||
Term of restricted investments | 185 days | ||||||||||
Asset, Held-in-Trust | $ 125,000 | ||||||||||
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 | $ 44,605,448 | ||||||||||
Minimum net worth to consummate business combination | $ 5,000,001 | ||||||||||
Special meeting of stockholder | On June 11, 2024, the Company held a Special Meeting of Stockholders (the “June 2024 Meeting”). At the Meeting, the Company’s stockholders approved the Charter Amendment, which further extends the date by which the Company must consummate its initial business combination by an additional six-months pursuant to six one-month extensions, from June 22, 2024 to December 22, 2024 (the “Second New Termination Date”), provided that the sponsor or its designees deposit into the trust account approximately $22,740 prior to the commencement of each extension period. At the June 2024 Meeting, Stockholders holding 4,010,928 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $11.12 per share of the funds in the Trust Account. As a result, $44,605,448 was removed from the Trust Account to pay such holders. The Company has made two monthly extension payments in the Trust Account to extend the period of time by which it has to consummate its initial business combination to August 22, 2024. | ||||||||||
Share price | $ 10.25 | ||||||||||
Restricted Cash | $ 1,218,084 | ||||||||||
Asset, Held-in-Trust, Noncurrent | 12,686,133 | $ 55,707,757 | |||||||||
Working Capital | 4,408,443 | ||||||||||
Payment Of Franchise Taxes | $ 1,684,187 | ||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||
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 consolidated balance sheets as of August 22, 2023. On June 25, 2024, in connection with the implementation of the Second Extension, the Company’s public stockholders elected to redeem 4,010,928 Public Shares for a total of $44,605,448. As such the Company has recorded a 1% excise tax liability in the amount of $ $446,054 on the Company’s consolidated balance sheets as of June 30, 2024. The total liability of $872,861 recorded as of June 30, 2024 does not impact the Company’s consolidated statements of income and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This liability will be reevaluated and remeasured at the end of each quarterly period. | ||||||||||
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% | ||||||||||
Common Stock [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during the period shares | 59,000,000 | ||||||||||
Deposit Account [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Cash | $ 1,353,525 | ||||||||||
Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Period within which business combination consummated from consummation of ipo | 27 months | ||||||||||
Base value of the merger consideration | $ 590,000,000 | ||||||||||
Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Base value of the merger consideration | $ 610,000,000 | ||||||||||
Sponsor [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
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 | ||||||||||
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 | ||||||||||
Proceeds from initial public offering | $ 92,000,000 | ||||||||||
Temporary Equity, Redemption Price Per Share | $ 11.16 | $ 10.80 | |||||||||
Temporary Equity, Shares Outstanding | 5,147,934 | 1,137,006 | 1,137,006 | ||||||||
Share price | $ 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. | ||||||||||
Warrant price | $ 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 | ||||||||||
Common Class B [Member] | Purchase Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during the period shares | 160,000 | ||||||||||
Stock issued during period, value, new issues | $ 1,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Remeasurement adjustment of Class A common stock to redemption value | $ (865,899) | $ (757,933) | ||||
Common Class A [Member] | ||||||
Gross proceeds from IPO and exercise of the over-allotment option | $ 92,000,000 | |||||
Transaction costs allocated to the Class A common stock | (4,726,147) | |||||
Proceeds allocated to Public Rights and Warrants | (524,400) | |||||
Remeasurement adjustment of Class A common stock to redemption value | 8,048,308 | |||||
Class A common stock subject to possible redemption | $ 56,484,828 | $ 55,575,390 | $ 94,797,761 | $ 94,797,761 | ||
Remeasurement adjustment of Class A common stock to redemption value | 805,595 | 3,458,355 | ||||
Redemption of Class A common stock subject to redemption | (44,605,448) | 909,438 | (42,680,726) | |||
Class A common stock subject to possible redemption | $ 12,684,975 | $ 56,484,828 | $ 55,575,390 | $ 94,797,761 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Allocation of net (loss) income | $ (84,645) | $ 547,774 | $ (297,015) | $ 963,152 |
Redeemable Class A Common Stock [Member] | ||||
Allocation of net (loss) income | $ (57,694) | $ 443,765 | $ (207,628) | $ 780,273 |
Weighted average shares outstanding | 4,923,712 | 9,813,225 | 5,342,436 | 9,813,225 |
Basic and diluted net (loss) income per share | $ (0.01) | $ 0.05 | $ (0.04) | $ 0.08 |
Non Redeemable Class A And B Common Stock [Member] | ||||
Allocation of net (loss) income | $ (26,951) | $ 104,009 | $ (89,387) | $ 182,879 |
Weighted average shares outstanding | 2,300,000 | 2,300,000 | 2,300,000 | 2,300,000 |
Basic and diluted net (loss) income per share | $ (0.01) | $ 0.05 | $ (0.04) | $ 0.08 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Withdrew an aggregate of interest earned on the Trust Account | $ 1,684,187 | ||||
Cash withdrawn from Trust Account to pay franchise taxes | 446,104 | ||||
Tax liabilities | $ 1,218,084 | 1,218,084 | |||
Unrecognized tax benefits | 0 | 0 | $ 0 | ||
Income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 | ||
Effective Income Tax Rate Reconciliation, Percent | 247.60% | 29.60% | 2,714.80% | 30.90% | |
Effective Income Tax Rate Reconciliation, at Federal 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 ($) | 6 Months Ended | 12 Months Ended | ||
Oct. 04, 2022 | Sep. 22, 2022 | Jun. 30, 2024 | Dec. 31, 2022 | |
Deferred underwriting commissions noncurrent | $ 3,220,000 | |||
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 | |||
Proceeds from initial public offering | $ 92,000,000 | |||
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 | 6 Months Ended | ||||||||||
Apr. 05, 2022 | Feb. 14, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 15, 2024 | Dec. 31, 2023 | Jul. 31, 2023 | Oct. 04, 2022 | Jul. 26, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Number of shares purchased | 160,000 | |||||||||||
Founder shares | 2,140,000 | |||||||||||
Share price | $ 10.25 | |||||||||||
Due to related parties | $ 15,094 | $ 15,094 | $ 15,094 | |||||||||
Due to related parties | 119,720 | 119,720 | ||||||||||
Related Party Deposits [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from additional deposits | 25,000 | |||||||||||
Due to related parties | $ 0 | $ 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 | |||||||||||
Due from related parties current | $ 15,094 | $ 15,094 | 15,094 | |||||||||
Promissory note | 725,000 | $ 725,000 | ||||||||||
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 | |||||||||||
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 | $ 1,586,000 | $ 1,586,000 | $ 1,000,000 | $ 1,590,000 | ||||||||
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 | |||||||||||
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 | $ 31,666 | $ 60,000 | $ 61,666 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jul. 12, 2023 | Oct. 04, 2022 | Sep. 22, 2022 | Nov. 27, 2023 | Jun. 30, 2024 | |
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 | ||||
Commitments And Contingencies | the Company engaged MZHCI, LLC, a MZ Group Company (“MZHCI”) as its public relations consultant starting from January 1, 2024 (the “MZHCI Agreement”). According to terms of the MZHCI Agreement, MZHCI will be paid a monthly fee of $10,000 for its services for the period of the Proposed Business Combination starting from January 1, 2024, which will increase to $14,000 (subject to 5% cost of living adjustment) upon closing of the Proposed Business Combination. In addition, upon a successful closing of the Proposed Business Combination, the Company will issue to MZHCI $150,000 worth of the Company’s restricted stock as valued on the first day of trading post-closing. | ||||
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 | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Sep. 22, 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 | 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 | $ 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 | 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 | $ 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 | |
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 ($) | 6 Months Ended | |
Apr. 05, 2022 | Jun. 30, 2024 | |
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] | ||
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] | ||
Common stock, shares issued | 500,000 | 500,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 12,686,133 | $ 55,707,757 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2024 $ / 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 |