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): February 37, 2025

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 53.~~07.~~01 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to aSatisfy ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

OnAs ~~February 3,~~previously ~~2025~~disclosed, ~~Global~~on ~~Star~~January ~~Acquisition Inc. (“Global Star”)~~31, ~~a Delaware corporation~~2025, ~~held an special meeting of Global Star’s stockholders (~~ the ~~“Special~~Company ~~Meeting”)~~received ~~at 9:30~~ a~~.m.~~ ~~Eastern~~delist ~~Time~~determination ~~for~~letter ~~the~~from ~~purposes~~Nasdaq ofadvising ~~considering and voting upon~~ the ~~proposals~~Company ~~below~~that ~~(the~~Nasdaq ~~“Proposals”).~~had Asdetermined ofthat the ~~record~~Company ~~date~~did ofnot meet ~~December 13, 2024, there were a total of 3,214,100 ordinary shares issued and outstanding and entitled to vote at~~ the ~~Special~~terms ~~Meeting. Proxies were received for 3,202,211 ordinary shares, or approximately 97.21%~~ of the ~~shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum~~extension. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in Global Star’s proxy statement on Schedule 14A for the Special Meeting filed by Global Star with the SEC on January 8, 2025 (as amended or supplemented from time to time, the “Proxy Statement”).

~~Proposal~~On ~~No.~~February 17, ~~The~~2025, ~~Reincorporation~~the ~~Merger~~Company —submitted an appeal to ~~consider~~Nasdaq ~~and~~requesting ~~vote upon~~ a ~~proposal~~hearing tobefore ~~adopt~~the ~~and~~Hearings ~~approve~~Panel (the ~~merger agreement~~“Panel”), ~~dated~~pursuant asto ofthe ~~June~~procedures ~~15,~~set ~~2023,~~in asthe ~~modified~~5800 Series byof the ~~joinder~~Rules. ~~agreement,~~The ~~dated~~Company ~~July~~intends ~~13,~~to ~~2023,~~present to the ~~First~~Panel ~~Amendment,~~its ~~dated~~plan ~~March~~to ~~11,~~regain ~~2024,~~and ~~the~~thereafter ~~Second~~maintain ~~Amendment,~~compliance ~~dated~~with ~~June~~all ~~28,~~applicable listing ~~2024,~~requirements. ~~the~~The ~~Third~~hearing ~~Amendment~~request tostay ~~Merger~~the ~~Agreement,~~suspension ~~dated~~of ~~July~~the ~~25,~~Company’s ~~2024~~securities and the ~~Fourth~~filing ~~Amendment~~of tothe ~~Merger~~Form ~~Agreement,~~25-NSE ~~dated December 11, 2024 (~~pending the ~~“Merger~~Panel’s ~~Agreement”),~~decision. byIn ~~and~~connection ~~among~~with ~~Global~~the ~~Star,~~hearing ~~K Enter Holdings Inc.~~request, athe ~~Delaware~~Company ~~corporation~~submitted ~~(“K~~the ~~Enter”),~~payment Kof ~~Wave Media Ltd.,~~ a ~~Cayman~~fee ~~Islands~~in ~~exempted~~the ~~company~~amount ~~(“PubCo”)~~of ~~and GLST Merger Sub~~$20, ~~Inc~~000.,00 payable ato ~~Delaware~~Nasdaq. ~~corporation~~Although ~~(“Merger~~the ~~Sub”),~~Company towill ~~effect~~use ~~Global~~all ~~Star’s~~reasonable ~~initial~~efforts ~~business combination pursuant~~ to ~~which,~~regain ~~among~~compliance ~~other~~with ~~things~~the Rule, ~~(1)~~there ~~Global~~can ~~Star~~be ~~will~~no ~~merge with and into PubCo~~ assurance that isthe aCompany ~~wholly~~will ~~owned~~be ~~subsidiary~~able ofto ~~Global~~regain ~~Star,~~compliance with ~~PubCo~~that ~~being~~rule ~~the~~or ~~surviving~~will ~~corporation~~otherwise inbe ~~such merger, thereby consummating a change~~ in ~~Global~~compliance ~~Star’s~~with ~~domicile~~other ~~from~~Nasdaq alisting ~~Delaware corporation to a Cayman Islands exempted company:~~criteria.

FOR		ABSTAIN		AGAINST
3,202,211		0		0

Cautionary Statement Regarding Forward-Looking Statements

~~Proposal~~This ~~No.~~Current 2Report ~~The~~on ~~Acquisition~~Form ~~Merger~~8-K —includes toforward-looking statements ~~consider~~within ~~and~~the ~~vote~~meaning ~~upon~~of aSection ~~proposal~~27A toof ~~adopt~~the ~~and~~Securities ~~approve~~Act ~~the~~of ~~subsequent~~1933, ~~merger~~as ~~set~~amended, ~~forth~~and inSection 21E of the ~~Merger~~Securities ~~Agreement,~~Exchange ~~pursuant~~Act of to1934, ~~which~~as ~~the~~amended. KAll ~~Enter~~statements ~~will~~contained ~~merge~~in ~~with~~this ~~and~~Current ~~into~~Report ~~Merger~~on ~~Sub~~Form 8-K that isdo anot ~~wholly~~relate ~~owned~~to ~~subsidiary~~matters of ~~PubCo,~~historical ~~with~~fact Kshould be ~~Enter~~considered asforward-looking ~~the~~statements, ~~surviving~~including, ~~corporation~~but innot ~~such~~limited ~~merger~~to, ~~thereby~~statements ~~consummating~~regarding ~~PubCo~~the Company’s ~~acquisition,~~ability ~~through~~to ~~its~~regain ~~Merger~~compliance Nasdaq ~~Sub,~~Listing ofRule; Kthe ~~Enter~~Company’s ~~(the~~intent ~~“Acquisition~~to ~~Merger”),~~monitor its publicly held shares and, ~~after~~take ~~giving~~all ~~effect~~reasonable measures available to the Company ~~Acquisition~~for ~~Merger,~~continued Klisting ~~Enter~~on ~~being~~The aNasdaq ~~wholly~~Global ~~owned~~Market; ~~subsidiary~~and ofthe ~~PubCo:~~Company’s success in appealing any delisting determination.

FOR		ABSTAIN		AGAINST
3,202,211		0		0

In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s ability to regain compliance with the Nasdaq Listing Rule; and the other important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2024, as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.

Proposal No. 3 The Governance Proposal — to consider and vote on a non-binding advisory basis, four separate governance proposals relating to the following material differences between Global Star’s current amended and restated certificate of incorporation (the “GLST Charter”) and PubCo’s Amended and Restated Memorandum and Articles of Association (the “PubCo Charter”). These four separate governance proposals are collectively referred to as the “Governance Proposal”:1

(a) to through the Reincorporation Merger, Global Star shall merge with and into PubCo and Global Star, the Delaware corporation, shall cease to exist and PubCo shall be the surviving company and the name of the surviving company will be “K Wave Media, Ltd.”SIGNATURES

FOR		ABSTAIN		AGAINST
3,202,211		0		0

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: February 14, 2025	By:	/s/ Anthony Ang
		Anthony Ang
		Chief Executive Officer

(b) to following the Reincorporation Merger the authorized shares of the surviving corporation shall change from (i) 100,000,000 shares of Global Star Class A Common Stock, 10,000,000 shares of Global Star Class B Common Stock and 1,000,000 shares of preferred stock to (ii) $100,000 divided into 990,000,000 PubCo Ordinary Shares and 10,000,000 PubCo Preference Shares.2

FOR		ABSTAIN		AGAINST
3,202,211		0		0

(c) to delete the forum selection provision providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act and the PubCo Charter adopts the Cayman Islands as the exclusive forum for certain shareholder litigation; provided, however, that this exclusive forum provision shall not apply to any action or suits brought to enforce any liability or duty created by the United States Securities Act of 1933, as amended, the Exchange Act, or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

FOR		ABSTAIN		AGAINST
3,202,211		0		0

(d) to delete the election to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested shareholders.

FOR		ABSTAIN		AGAINST
3,202,211		0		0

Proposal No. 4 The Election of Directors of Pubco Proposal — to consider and approve PubCo’s Board of Directors in regards to the following persons: Pyeung Ho Choi, Young Jae Lee, Tan Chin Hwee, Ted Kim, Han Jae Kim, Hyung Seok Cho and Tae Woo Kim to serve on PubCo’s Board of Directors:

FOR		ABSTAIN		AGAINST
3,202,211		0		0

Proposal No. 5 The Pubco 2023 Equity Incentive Plan Proposal — to consider and vote upon PubCo’s 2023 Equity Incentive Plan:

FOR		ABSTAIN		AGAINST
3,194,910		0		7,301

Proposal No. 6 The Adjournment Proposal — to consider and vote upon the adjournment of the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus:

FOR		ABSTAIN		AGAINST
3,202,211		0		0

In connection with the vote to approve the Proposals, as of the date of this Current Report on Form 8-K, the holders of 340,832 Class A ordinary shares of Global Star properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.45 per share, for an aggregate redemption amount of approximately $3,902,526.40. As a result, following satisfaction of such redemptions as of the date of this Current Report on Form 8-K, Global Star will have 2,873,268 Class A ordinary shares outstanding and the balance in the Trust Account would be approximately $4,388,495.69.Global Star may, but is not required to, accept additional redemption reversals submitted by shareholders until closing of the Business Combination. To the extent that Global Star accepts any such reversals, the number of shares not redeemed and cash remaining in the Trust Account may increase.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 7, 2025	By:	/s/ Anthony Ang
		Anthony Ang
		Chief Executive Officer

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