Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
03 Junho 2024 - 9:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
GLOBAL STAR ACQUISITION INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Global star
Acquisition Inc.
1641 International Drive Unit 208
McLean, VA 22102
703-790-0717
PROXY STATEMENT SUPPLEMENT
June 3, 2024
TO THE STOCKHOLDERS OF GLOBAL STAR ACQUISITION
INC.:
This is a supplement (this “Supplement”)
to the definitive proxy statement of Global Star Acquisition Inc. (the “Company” or “Global Star” or “we”
or “us”), dated May 20, 2024 (the “Proxy Statement”), which was mailed to stockholders in connection with the
Company’s special meeting of stockholders scheduled for 9:00 a.m., Eastern Time, on June 11, 2024, to be held virtually, at https://www.cstproxy.com/globalstarspac/2024
(the “Special Meeting”). This Supplement supplements the Proxy Statement of the Company filed with the U.S. Securities and
Exchange Commission (the “Commission”) on May 20, 2024, relating to the Special Meeting of the Company. The following supplemental
information should be read in conjunction with the Proxy Statement, which should be read in its entirety.
We are contacting you on behalf of Global Star
to request that you vote in favor on the upcoming proxy vote on June 11, 2024, specifically regarding the extension amendment proposal,
the trust amendment proposal, and if necessary, the adjournment proposal to enable Global Star to extend the time period to consummate
a business combination transaction (the “Extension Proposal”). Approval of these proposals will allow Global Star to extend
the deadline for completing the business combination with K Enter Holdings, Inc. (“K Enter”). We believe there is a strong
business case for Global Star to acquire K Enter. The proposed transaction represents not just a strategic alignment, but a shared commitment
to excellence and innovation. The merger brings together the financial expertise of Global Star with the robust knowledge and experience
of K Enter’s management team in the global entertainment industry. The six Korean entertainment companies that K Enter plans to acquire,
prior to the closing of the proposed business combination, are renowned for their innovative content creation and business models centered
around intellectual property (IP), and those companies collectively on a pro forma basis generated estimated revenue of around US$153
million in the fiscal year ending on December 31, 2022, and around US$76 million in the fiscal year ending on December 31, 2023, as further
described below.
We have responded to several rounds of SEC
comments. We believe we are fast approaching the final rounds of the SEC comment process and that we are getting close to achieving
effectiveness of the registration statement on Form F-4, which includes a proxy statement/prospectus (the “Registration
Statement”). Although we cannot be certain of the precise timing of Global Star’s stockholder meeting to approve the
business combination with K Enter, we expect it will occur within the earlier part of the six-month extension we are seeking.
Therefore, we strongly urge you to approve the Extension Proposal contained in the Proxy Statement, so that we can consummate the
proposed business combination, and achieve our goal of creating a leading diversified entertainment company.
Inherent business case of the target K Enter
| n | K Enter is positioned to acquire six Korean entertainment companies, each with a real business and capabilities in
merchandising, content production and content investment that we believe addresses the demand for K content globally. |
| n | The six Korean entertainment companies that K Enter plans to acquire collectively on a pro forma
basis have a successful tangible financial track record: |
| - | Revenues of $153 million and reported EBITDA of approximately $13
million in 2022, on a combined pro forma consolidated basis.
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| - | Revenues of $76 million and adjusted EBITDA(1) of approximately
$1 million in 2023, on a combined pro forma consolidated basis.
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| n | Following the closing of the business
combination the post-closing combined company aspires to grow even more to become a leading tech and IP-based diversified
entertainment company. The post-closing combined company plans to build on its initial three capabilities through acquisitions, to
transform its entertainment business by broadening its capabilities in areas such as K Pop music and Webtoons. See link to
our current Registration Statement on Form F-4:
https://www.sec.gov/Archives/edgar/data/2000756/000182912624003272/kwavemedia_f4a.htm which is also
available at www.sec.gov.
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| (1) | The
adjusted EBITDA for 2023 was calculated by adding back all business combination related expenses,
including audit fees and legal advisory fees in 2023, which are one-time non-recurring expenses
for an unusual event not related to the operations or normal course of business of K Enter. |
SEC effectiveness is likely imminent
| n | We have undergone three rounds of SEC comments regarding our Registration
Statement and based on our responses we expect to clear all comments in the next month or two.
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| n | We believe we have addressed the majority of the SEC comments
sufficiently during the previous three rounds of comments and expect that there will be a limited number of comments moving
forward. Although we cannot be certain of the precise time for Global Star’s stockholder meeting to approve the business
combination with K Enter, we are highly confident it will occur within the earlier part of the six-month extension we are
seeking.
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And thus, we sincerely ask that you vote
to approve the extension proposal of Global Star
| n | Following an extension, you would still have an opportunity to vote on the business combination, and
if you disapprove you will retain the right to redeem your public shares. |
| n | Providing this additional extension, we believe, will give you an opportunity to weigh the merits of
this business combination in fuller detail following the effectiveness of the Registration Statement, which we aim to secure within the next month or two. |
We urge you to read the Proxy Statement and
this Supplement in their entirety. To the extent that information herein differs from or updates information contained in the
Proxy Statement, the information contained herein supersedes the information contained in the Proxy Statement.
Thank you for your consideration of our recommendations. You can find
additional information regarding our business combination in the Proxy Statement. We appreciate our ongoing dialogue with you and look
forward to continued engagement.
Sincerely,
The Board of Directors
Global Star Acquisition Inc.
June 3, 2024
If you have any questions concerning
the above, please contact the Company’s proxy solicitor at:
Laurel Hill Advisory Group
2 Robbins Lane, Suite 200
Jericho, NY 11753
Toll Free: 855-414-2266
Email: GLST@laurelhill.com
You may also contact us at:
Global Star Acquisition Inc.
1641 International Drive Unit 208
McLean, VA 22102
Attn: Anthony Ang
Telephone No.: (703) 790-0717
Except as set forth herein, all other information
in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered your shares for redemption in accordance
with the procedures set forth in the Proxy Statement and you do not wish to make any changes, you do not need to do anything further.
This Proxy Statement Supplement is dated
June 3, 2024.
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