UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 31, 2023, Global Star Acquisition Inc. (the “Company”), a Delaware corporation issued a promissory note (the “Note”) in the principal amount of $1,600,000 to Global Star Acquisition 1 LLC (the “Sponsor”). The Note was issued in connection with a $1,600,000 loan the Sponsor has made to the Company for working capital expenses. If the Company completes a business combination, the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, up to $1,500,000 of the unpaid principal amount of the Note may be converted into units of the Company at a price of $10.00 per unit (the “Conversion Units”) in lieu of cash repayment. The principal balance of the Note is payable by the Company on the later of: (i) December 31, 2023, or (ii) the date on which the Company consummates a business combination. No interest shall accrue on the unpaid principal balance of the Note.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Promissory Note, dated July 31, 2023, by and between Global Star Acquisition Inc. and Global Star Acquisition 1 LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Global Star Acquisition Inc. | ||
| By: | /s/ Anthony Ang | |
| Name: | Anthony Ang | |
| Title: | Chief Executive Officer | |
Dated: August 3, 2023