M&A - Global Star Acquisition Inc.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000774

Filing Summary: On January 31, 2025, Global Star Acquisition Inc. (the 'Company') entered into a PIPE Securities Purchase Agreement with institutional and accredited investors for the purchase of promissory notes convertible into shares of Company common stock, totaling $4.5 million. This action is part of the broader context of a definitive Merger Agreement executed with K Enter Holdings Inc. on June 15, 2023. The PIPE Notes will be convertible at a price of $10.00 per share, adjusted downward as specified, and will mature in 36 months. Investors will also receive approximately 900,000 shares of K Enter common stock convertible into Company common stock. The PIPE Financing will contribute to the aggregates necessary for the transactions outlined in the Business Combination Agreement. It reiterates the Company's commitment to comply with Nasdaq Listing Rules and maintain its public share offerings.

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Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000182912625000804

Filing Summary: On February 3, 2025, Global Star Acquisition Inc. held a special meeting for stockholders to vote on multiple proposals related to its merger and reincorporation. Proposal No. 1 concerns the Reincorporation Merger, where Global Star will merge into its wholly-owned subsidiary, PubCo, changing its domicile to a Cayman Islands exempted company. This proposal was approved with all votes in favor and none against. Proposal No. 2 pertains to the Acquisition Merger, where K Enter Holdings Inc. will merge into a subsidiary of PubCo, resulting in K Enter becoming a wholly-owned subsidiary of PubCo, which also received unanimous support. Proposal No. 3 includes governance changes following the merger that involve modifications to the governing documents of the corporations, also approved unanimously. Other proposals involve the approval of PubCo’s Board of Directors, an equity incentive plan, and an adjournment if necessary. A significant number of shares, approximately 340,832 Class A shares, were redeemed by existing shareholders prior to the merger, amounting to around $3.9 million to be distributed, leaving 2.87 million shares outstanding post-redemption. The report confirms the current status of proceedings as of February 7, 2025.

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Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000773

Filing Summary: On January 31, 2025, Global Star Acquisition Inc. executed a PIPE Securities Purchase Agreement for a financing of $4.5 million, as part of its ongoing merger arrangements with K Enter Holdings Inc. This financing involves the issuance of convertible promissory notes to several institutional and accredited investors. The PIPE Notes are convertible at a price of $10.00 per share and will bear interest at a rate of 3.00%. Approximately 900,000 shares of K Enter common stock will also be provided to the PIPE Investors, which are convertible into Global Star common stock. This financing reflects a significant step in the completion of the Business Combination Agreement established on June 15, 2023, signifying ongoing collaboration towards the merger.

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Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000803

Filing Summary: On February 3, 2025, Global Star Acquisition Inc. (Global Star) held a special meeting to vote on several proposals related to a merger. The proposals included a Reincorporation Merger to change Global Star's domicile to a Cayman Islands exempted company, an Acquisition Merger where K Enter Holdings Inc. merges into a subsidiary of the new entity, and governance changes to the company's charter upon merger. The meeting achieved quorum with proxies covering approximately 97.21% of shares. Significant share redemptions occurred, with 340,832 Class A ordinary shares redeemed at approximately $11.45 each, totaling around $3.9 million, leaving about 2.87 million ordinary shares post-redemption and a Trust Account balance of roughly $4.39 million.

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Form Type: DEFM14A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000182912625000117

Filing Summary: Global Star Acquisition Inc. is preparing for a special stockholder meeting on February 3, 2025, to consider important proposals related to its merger with K Enter Holdings, Inc. The merger agreement, signed on June 15, 2023, and amended several times, outlines a two-step business combination where Global Star will first reincorporate in the Cayman Islands through a merger with its subsidiary, K Wave Media Ltd. Subsequently, K Enter will be merged into GLST Merger Sub, becoming a wholly-owned subsidiary of the newly formed entity. The total consideration for the merger is roughly $590 million, paid with newly issued shares. Stockholders will vote on several proposals including the reincorporation merger, acquisition merger, governance changes, the election of PubCo’s board of directors, and an equity incentive plan. The completion of the merger is contingent upon K Enter successfully acquiring certain equity interests in six Korean entities, which has been achieved as of January 3, 2025. The document also highlights potential ownership structures post-merger, the detailed voting process, and addresses risk factors related to the transaction.

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