UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 27, 2024
GLOBAL STAR ACQUISITION
INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-41506 |
|
86-2508938 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
1641 International Drive Unit 208
McLean, VA
22102
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code 703-790-0717
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered
|
| Units, each consisting of one share of Class A Common Stock, one Redeemable Warrant, and one Right |
|
GLSTU |
|
The Nasdaq Stock Market LLC |
| Class A Common Stock, $0.0001 par value per share |
|
GLST |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
GLSTW |
|
The Nasdaq Stock Market LLC |
| Rights, exchangeable into one-tenth of one share of Class A common Stock |
|
GLSTR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On November 27, 2024, Global
Star Acquisition Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”).
As approved by its stockholders at the Meeting, on November 27, 2024, the Company entered into an amendment to the Investment Management
Trust Agreement, dated as of September 22, 2022, as amended (the “Trust Agreement”), with Continental Stock
Transfer & Trust Company (“Continental”). The Trust Amendment extended the date on which Continental must
commence liquidation of the Trust Account to up to June 22, 2025, provided that the sponsor or its designees deposit into the trust account
the lesser of: (i) $60,000 and (ii) 0.02 per share for each public share that is not redeemed in connection with the Meeting. The foregoing
description is qualified in its entirety by reference to the Trust Amendment, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated by reference herein.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws. |
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 from December 22, 2024 to June 22, 2025, 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 the lesser of: (i) $60,000 or (ii) $0.02
per share for each public share that is not redeemed in connection with the Meeting, prior to the commencement of each extension
period (the “Extension”). The Company will file the Charter Amendment with the Office of the Secretary of
State of Delaware, a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference
herein.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Meeting, out of 4,050,231
shares entitled to vote, each of which entitled the holder to one vote per share, the holders of 3,426,824 shares were present at the
virtual meeting or by proxy, representing 84.608% of the shares entitled to vote at the Meeting. The Company’s stockholders approved
the Charter Amendment (a) to extend the date by which we have to consummate a business combination from December 22, 2024 to June 22,
2025, or such earlier date as determined by the Board, and (b) to decrease the monthly extension fee to the lesser of: (i) $60,000 or
(ii) $0.02 per share for each public share that is not redeemed in connection with the Meeting for each one-month extension up to a maximum
of $360,000 for a total of six one-month extensions until June 22, 2025 (the “Extension Amendment Proposal”).
The final voting results for
the Extension Amendment Proposal were as follows:
| For |
|
Against |
|
Abstain |
| 3,301,824 |
|
125,000 |
|
0 |
Also at the Meeting, the Company’s
stockholders approved the proposal to amend the Company’s Trust Agreement, allowing the Company to extend the business combination
period from December 22, 2024 to June 22, 2025, by depositing into the Trust Account the lesser of $60,000 or $0.02 per share for each
public share that is not redeemed in connection with the Meeting for each such one-month extension commencing December 22, 2024 until
June 22, 2025, unless the closing of the business combination shall have occurred, and updating certain defined terms in the Trust Agreement
(the “ Trust Agreement Proposal”).
The final voting results for
the Trust Agreement Proposal were as follows:
| For |
|
Against |
|
Abstain |
| 3,301,824 |
|
125,000 |
|
0 |
At the Meeting, Stockholders
holding 756,131 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $11.39
per share of the funds in the Trust Account. As a result, approximately $8,613,435.71 will be removed from the Trust Account to pay such
holders.
Following the redemption, the Company’s
remaining shares of Class A common stock outstanding were 380,875.
Additional Information and Where to Find It
This Current Report on Form
8-K is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with
respect to the Proposed Business Combination. However, this Current Report on Form 8-K does not purport to be all-inclusive or to contain
all the information that may be required to make a full analysis of the Company, K Enter, or the Proposed Business Combination.
In connection with the Proposed
Business Combination, the Company shall prepare with the assistance, cooperation and commercially reasonable efforts of K Enter and file
with the SEC a registration statement on Form F-4, which will include a proxy statement/prospectus of the Company (the “Registration
Statement”). The Company urges its investors, shareholders, and other interested persons to read, when available, the proxy statement/prospectus
filed with the SEC and documents incorporated by reference therein because these documents will contain important information about the
Company, K Enter and the Proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive
proxy statement/prospectus and other relevant documents will be mailed to the shareholders of the Company as of the record date established
for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related
matters. Shareholders of the Company and other interested persons are advised to read, when available, these materials (including any
amendments or supplements thereto) and any other relevant documents in connection with the Company’s solicitation of proxies for
the meeting of shareholders to be held to approve, among other things, the Proposed Business Combination because they will contain important
information about the Company, K Enter, and the Proposed Business Combination. Shareholders will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the
transaction without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Global Star Acquisition
Inc., 1641 International Drive, Unit 208, McLean, VA 22102 or (703) 790-0717. The information contained on, or that may be accessed through,
the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report
on Form 8-K.
No Offer or Solicitation
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall
there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Participants in Solicitation
The Company, K Enter, and
their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders
in connection with the Proposed Business Combination. The Company’s shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders in connection with the Proposed
Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination, when available. Additional
information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination
will be included in the proxy statement/prospectus that the Company intends to file with the SEC. You may obtain free copies of these
documents as described above.
Cautionary Statements Regarding Forward-Looking
Statements
This Current Report on Form
8-K is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with
respect to the Proposed Business Combination and for no other purpose. No representations or warranties, express or implied are given
in, or in respect of, this Current Report on Form 8-K. To the fullest extent permitted by law under no circumstances will the Company,
K Enter, or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees,
advisors or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this
Current Report on Form 8-K, its contents, its omissions, reliance on the information contained within it, or on opinions communicated
in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Current Report on Form 8-K have
been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither
the Company nor K Enter has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy
or completeness. This data is subject to change. In addition, this Current Report on Form 8-K does not purport to be all-inclusive or
to contain all the information that may be required to make a full analysis of the Company, K Enter or the Proposed Business Combination.
Viewers of this Current Report on Form 8-K should each make their own evaluation of the Company and K Enter and of the relevance and adequacy
of the information and should make such other investigations as they deem necessary. This Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of the federal securities laws, including statements regarding the benefits
of the Proposed Business Combination, including K Enter’s ability to accelerate the development of its products and bring them to
market, the anticipated timing for completion of the Proposed Business Combination, and the Company’s and K Enter’s expectations,
plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. The Company and K Enter anticipate that
subsequent events and developments will cause the Company’s and K Enter’s assessments to change. These forward-looking statements,
which may include, without limitation, words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will”, “could,”
“should,” “believes,” “predicts,” “potential,” “might,” “continues,”
“think,” “strategy,” “future,” and similar expressions, involve significant risks and uncertainties
(most of which factors are outside of the control of the Company or K Enter).
In addition, this Current
Report on Form 8-K includes a summary set of risk factors that may have a material impact on the Company, K Enter or the Proposed Business
Combination, which are not intended to capture all the risks to which the Company, K Enter or the Proposed Business Combination is subject
or may be subject. Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or
other circumstance that could give rise to the termination of the Merger Agreement; (2) the risk that the Proposed Business Combination
may not be completed in a timely manner or at all, which may adversely affect the price of the securities; (3) the risk that the Proposed
Business Combination may not be completed by the Company’s business combination deadline; (4) the inability to complete the Proposed
Business Combination, including but not limited to due to the failure to obtain approval of the stockholders of the Company or K Enter
for the Merger Agreement, to receive certain governmental, regulatory and third party approvals or to satisfy other conditions to closing
in the Merger Agreement; (5) the failure to achieve the minimum amount of cash available following any redemptions by the Company’s
stockholders; (6) the inability to obtain or maintain the listing of the Company’s common stock on Nasdaq following the Proposed
Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial
listing standards in connection with the consummation of the Proposed Business Combination; (7) the effect of the announcement or pendency
of the Proposed Business Combination on K Enter’s business relationships, operating results, and business generally; (8) risks that
the Proposed Business Combination disrupts current plans and operations of K Enter; (9) the inability to realize the anticipated benefits
of the Proposed Business Combination and to realize estimated pro forma results and underlying assumptions, including but not limited
to with respect to estimated stockholder redemptions and costs related to the Proposed Business Combination; (10) the possibility that
the Company or K Enter may be adversely affected by other economic or business factors; (11) changes in the markets in which K Enter competes,
including but not limited to with respect to its competitive landscape, technology evolution, changes in entertainment choices or regulatory
changes; (12) changes in domestic and global general economic conditions; (13) risk that K Enter may not be able to execute its growth
strategies; (14) the risk that K Enter experiences difficulties in managing its growth and expanding operations after the Proposed Business
Combination; (15) the risk that the parties will need to raise additional capital to execute the business plan, which may not be available
on acceptable terms or at all; (16) the ability to recognize the anticipated benefits of the Proposed Business Combination to achieve
its commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other
things, competition, the ability of K Enter to grow and manage growth economically and hire and retain key employees; (17) risk that K
Enter may not be able to develop and maintain effective internal controls; (18) the risk that K Enter may fail to keep pace with rapid
technological developments or changes in entertainment tastes to provide new and innovative products and services, or may make substantial
investments in unsuccessful new products and services; (19) the ability to develop, license or acquire new content, products and services;
(20) the risk that K Enter is unable to secure or protect its intellectual property; (21) the risk of product liability or regulatory
lawsuits or proceedings relating to K Enter’s business; (22) the risk of cyber security or foreign exchange losses; (23) changes
in applicable laws or regulations; (24) the outcome of any legal proceedings that may be instituted against the parties related to the
Merger Agreement or the Proposed Business Combination; (25) the impact of the global COVID-19 pandemic and response on any of the foregoing
risks, including but not limited to supply chain disruptions; (26) the risk that K Enter fails to successfully and timely consummate its
acquisition of one or more of the Six Korean Entities; and (27) other risks and uncertainties to be identified in the Registration Statement,
including those under “Risk Factors” therein, and in other filings with the U.S. Securities and Exchange Commission (“SEC”)
made by the Company. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement to
be filed with the SEC with respect to the Proposed Business Combination (as described further below), and other documents filed by the
Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. The foregoing list of factors is not exhaustive,
are provided for illustrative purposes only, and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Forward-looking statements speak only as of the date they are made. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither the Company nor K Enter presently know or that the Company and K Enter currently believe are
immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. The Company
and K Enter anticipate that subsequent events and developments will cause the Company’s and K Enter’ assessments to change.
However, while The Company and K Enter may elect to update these forward-looking statements at some point in the future, The Company and
K Enter specifically disclaim any obligation to do so. Neither the Company nor K Enter gives any assurance that the Company or K Enter,
or the combined company, will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements,
and they should not be relied upon as representing the Company’s and K Enter’ assessments as of any date subsequent to the
date of this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Global Star Acquisition Inc. |
| |
|
|
| Date: December 3, 2024 |
By: |
/s/ Anthony Ang |
| |
|
Anthony Ang |
| |
|
Chief Executive Officer |
Exhibit 3.1
THIRD AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GLOBAL STAR ACQUISITION INC.
Pursuant to Section 242 of the Delaware General
Corporation Law
GLOBAL STAR ACQUISITION INC.
(the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as
follows:
| |
1. |
The name of the Corporation is Global Star Acquisition Inc. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 4, 2019 under the name “YouStar Inc.” (the “Certificate”). The Corporation filed a Certificate of Amendment on September 7, 2021, changing the Company name from “YouStar Inc.” to “Global Star Acquisition Inc.” On September 19, 2022, the Corporation filed an amended and restated certificate of incorporation which both restates and amends the provisions of the Certificate, and was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, (the “DGCL”) (the “Amended and Restated Certificate of Incorporation”). |
| |
2. |
This Third Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| |
3. |
This Third Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the “DGCL”. |
| |
4. |
Section 9.1(b) is hereby amended and restated to read in its entirety as follows: |
| |
(a) |
In the event that the Corporation has not consummated an initial Business Combination within 12 months from the date of the closing of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination by an additional six months pursuant to six one-month extensions, from December 22, 2024 until June 22, 2025, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $60,000 or (y) $0.02 per share for each public share that is not redeemed in connection with the Special Meeting for each such one-month extension until June 22, 2025, unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2. |
| |
5. |
Section 9.2 (a) is hereby amended and restated to read in its entirety as follows: |
| |
(a) |
Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial business combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). |
IN WITNESS WHEREOF, Global
Star Acquisition Inc. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf
by an authorized officer as of this 3rd day of December 2024.
| GLOBAL STAR ACQUISITION INC. |
|
| |
|
|
| By: |
|
|
| Name: |
Anthony Ang |
|
| Title: |
Chief Executive Officer |
|
Exhibit 10.1
PROPOSED AMENDMENT NO. 3 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Amendment No. 3 (this “Amendment”), dated as of _____, 2024, to the Investment Management Trust Agreement (as defined below)
is made by and between Global Star Acquisition Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as
trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of September 22, 2022, as amended (the
“Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances
described therein; and
NOW THEREFORE, IT
IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, Secretary or
Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case
of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously
released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses),
only as directed in the Termination Letter and the other documents referred to therein, or (y) the date which is the later of (1) 27 months
after the closing of the Offering or up to 33 months after the closing of the Offering if the Company exercises the one-month extensions
described in the Company’s Amended and Restated Certificate of Incorporation, as it may be further amended, and (2) such later date
as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation
(“Charter”) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the
Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be
released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided,
however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee
begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i),
the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public
Stockholders;”
2.
The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust
Agreement” shall mean that certain Investment Management Trust Agreement dated September 22, 2022, between Global Star Acquisition
Inc. and Continental Stock Transfer & Trust Company, as amended as further amended by this Amendment No. 3 to Investment Management
Trust Agreement dated [●], 2024.”
3.
The term “Property” shall be deemed to include any Extension Payment paid to the Trust Account in accordance with the terms
of the Amended and Restated Certificate of Incorporation and the Trust Agreement.
4.
A new Exhibit D of the Trust Agreement is hereby added as follows:
[Letterhead of GLST]
[Insert date]
Continental Stock
Transfer & Trust Company 1
State Street, 30th
Floor
New York, N.Y. 10004
Attn: Francis Wolf
and Celeste Gonzalez
Re: Trust Account
— Extension Letter
Gentlemen:
Pursuant
to paragraphs 1(k) of the Investment Management Trust Agreement between Global Star Acquisition Inc. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of September 22, 2022 (“Trust Agreement”), this is to
advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for
up to an additional six (6) one-month extensions, from December 22, 2024 to June 22, 2025 (the “Extension”). Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve
as the notice required with respect to Extension prior to the Applicable Deadline. In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit the Extension Payment, in the amount which is the lesser of (x) $60,000 or (y) $0.02 per share for
each public share that is not redeemed in connection with the Special Meeting for each such one-month extension until June 22, 2025, unless
the closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account
investments upon receipt.
Very truly yours,
| GLOBAL STAR ACQUISITION INC. |
|
| |
|
|
| By: |
|
|
| Name: |
Anthony Ang |
|
| Title: |
Chief Executive Officer |
|
6. All other provisions of
the Trust Agreement shall remain unaffected by the terms hereof.
7. This Amendment may be signed
in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument,
with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature
shall be deemed to be an original signature for purposes of this Amendment.
8. This Amendment is intended
to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) and Section 6(d)
of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.
9. This Amendment shall be
governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction.
IN WITNESS WHEREOF, the parties
have duly executed this First Amendment to the Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
| |
|
|
| By: |
|
|
| Name: |
Francis Wolf |
|
| Title: |
Senior Vice President and Director of Shareholder Services |
|
| GLOBAL STAR ACQUISITION INC. |
|
| |
|
|
| By: |
|
|
| Name: |
Anthony Ang |
|
| Title: |
Chief Executive Officer |
|
Global Star Acquisition (NASDAQ:GLSTW)
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Global Star Acquisition (NASDAQ:GLSTW)
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