UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-41506

GLOBAL STAR ACQUISITION INC.

(Exact name of registrant as specified in its charter)

Delaware		84-2508938
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1641 International Drive Unit 208 McLean VA		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (03)790-0717

Not applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

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 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

As of November 12, 2024, there were 1,137,006 shares of the Company’s redeemable Class A Common Stock and 613,225 shares of the Company’s non-redeemable Class A Common Stock, $0.0001 par value per share (the “Class A Shares”) and 2,300,000 shares of the Company’s Class B Common Stock, $0.0001 par value per share issued and outstanding (the “Class B Shares”).

GLOBAL STAR ACQUISITION INC.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii

PART I - FINANCIAL INFORMATION:		1
Item 1.	Financial Statements:	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38

PART II - OTHER INFORMATION:		39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements, within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. These factors include but are not limited to the “Summary Risk Factors” and “Risk Factors” described herein.

You should read the matters described and incorporated by reference in “Summary Risk Factors” and “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.

Forward-looking statements speak only as of the date of this Report or the date of any document incorporated by reference in this Report, as applicable. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Summary Risk Factors

We face risks and uncertainties related to our business, many of which are beyond our control. In particular, risks associated with our business include:

●

our ability to realize anticipated benefits of the business combination, and unanticipated expenses or delays in connection with the business combination;

●

if we seek stockholder approval of our initial business combination, our initial stockholders and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote;

●

past performance by our sponsor and our management team including their affiliates and including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.

●

our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

●

we may not be able to complete our initial business combination in the prescribed time frame;

●

your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash;

●

we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

●

our officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination. We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate;

●

we may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure;

●

we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;

●

Our sponsor paid an aggregate of $25,000, or approximately $0.009 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of the shares of our Class A common stock;

●

Since our sponsor paid only approximately $0.009 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value;

●

you may not be given the opportunity to choose the initial business target or to vote on the initial business combination.

●

Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment;

●

trust account funds may not be protected against third party claims or bankruptcy;

●

an active market for our public securities’ may not develop and you will have limited liquidity and trading;

●

the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; and

●

our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management.

●

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

●

Other risk factors included under “Risk Factors” in our latest Annual Report on Form 10-K and set forth below under “Risk Factors”.

iii

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

GLOBAL STAR ACQUISITION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	392,139		$	1,506,914
Prepaid expenses and other current assets		30,250			80,782
Total Current Assets		422,389			1,587,696
Marketable securities held in Trust Account		12,919,725			55,707,757
Total Assets	$	13,342,114		$	57,295,453

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses	$	1,419,388		$	781,967
Accrued franchise tax payable		169,113			59,313
Income taxes payable		288,597			796,065
Excise tax payable attributable to redemption of common stock		872,861			426,807
Promissory note - related party		2,407,000			1,590,000
Due to Sponsor		15,094			15,094
Total Current Liabilities		5,172,053			3,669,246
Deferred underwriting commission		3,220,000			3,220,000
Total Liabilities	$	8,392,053		$	6,889,246

COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 1,137,006 and 5,761,159 shares issued and outstanding at redemption value of $11.31 and $10.80 per share at September 30, 2024, and December 31, 2023, respectively		12,857,261			55,575,390

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value, 100,000,000 shares authorized, 613,225 shares issued and outstanding (excluding 1,137,006 and 5,147,934 shares subject to possible redemption at September 30, 2024, and December 31, 2023, respectively)		62			62
Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 2,300,000 shares issued and outstanding		230			230
Additional paid-in capital		-			-
Accumulated deficit		(7,907,492	)		(5,169,475	)
Total Stockholders’ Deficit		(7,907,200	)		(5,169,183	)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	13,342,114		$	57,295,453

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

GLOBAL STAR ACQUISITION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
OPERATING EXPENSES
General and administrative	$	218,771		$	742,722		$	1,610,833		$	1,503,601
Administration fee - related party		30,000			-			90,000			-
TOTAL OPERATING EXPENSES		(248,771	)		(742,722	)		(1,700,833	)		(1,503,601	)

OTHER INCOME
Income earned on Investments held in Trust Account		165,372			1,058,863			1,596,528			3,214,400
Interest income		4,676			5,468			15,030			5,667
TOTAL OTHER INCOME		170,048			1,064,331			1,611,558			3,220,067

Loss before provision for income taxes		(78,723	)		321,609			(89,275	)		1,716,466
Provision for income taxes		(28,906	)		(212,673	)		(315,369	)		(644,378	)
Net (loss) income	$	(107,629	)	$	108,936		$	(404,644	)	$	1,072,088

Weighted average number of shares of redeemable Class A common stock outstanding, basic and diluted		1,750,231			8,403,811			4,136,294			9,338,258

Basic and diluted net (loss) income per share of redeemable Class A common stock	$	(0.03	)	$	0.01		$	(0.06	)	$	0.09

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	$	(0.03	)	$	0.01		$	(0.06	)	$	0.09

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

GLOBAL STAR ACQUISITION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023


	Class A Common Stock				Class B Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2023		613,225	$	62		2,300,000	$	230	$	-	$	(5,169,475	)	$	(5,169,183	)
Remeasurement adjustment of Class A ordinary shares to redemption value		-		-		-		-		-		(909,438	)		(909,438	)
Net loss		-		-		-		-		-		(212,370	)		(212,370	)
Balance as of March 31, 2024		613,225		62		2,300,000		230		-		(6,291,283	)		(6,290,991	)
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 loss		-		-		-		-		-		(84,645	)		(84,645	)
Balance as of June 30, 2024		613,225		62		2,300,000		230		-		(7,627,577	)		(7,627,285	)
Remeasurement adjustment of Class A ordinary shares to redemption value		-		-		-		-		-		(172,286	)		(172,286	)
Net loss		-		-		-		-		-		(107,629	)		(107,629	)
Balance as of September 30, 2024		613,225	$	62		2,300,000	$	230	$	-	$	(7,907,492	)	$	(7,907,200	)

	Class A				Class B				Additional					Total
	Common Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2023		613,225	$	62		2,300,000	$	230	$	-	$	(2,328,390	)	$	(2,328,098	)
Remeasurement adjustment of Class A common stock to redemption value		-		-		-		-		-		(757,933	)		(757,933	)
Net income		-		-		-		-		-		415,378			415,378
Balance – March 31, 2023		613,225		62		2,300,000		230		-		(2,670,945	)		(2,670,653	)
Remeasurement adjustment of Class A common stock to redemption value		-		-		-		-		-		(865,899	)		(865,899	)
Net income		-		-		-		-		-		547,774			547,774
Balance – June 30, 2023		613,225		62		2,300,000		230		-		(2,989,070	)		(2,988,778	)
Remeasurement adjustment of Class A common stock to redemption value		-		-		-		-		-		(27,532	)		(27,532	)
Excise tax payable attributable to redemption of common stock		-		-		-		-		-		(426,807	)		(426,807	)
Net income		-		-		-		-		-		108,936			108,936
Balance – September 30, 2023		613,225	$	62		2,300,000	$	230	$	-	$	(3,334,473	)	$	(3,334,181	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

GLOBAL STAR ACQUISITION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities
Net (loss) income	$	(404,644	)	$	1,072,088
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Investment income earned on investment held in Trust Account		(1,596,528	)		(3,214,400	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		50,532			111,834

SEC Form 10-Q filed by Global Star Acquisition Inc.