M&A: Global Star Acquisition Inc.

Form Type: DEFM14A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000182912625000117

Comments: 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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