TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo August 8, 2022 Anthony Ang Chairman and Chief Executive Officer Global Star Acquisition, Inc. 1641 International Drive, Unit 208 McLean, VA 22102 Re: Global Star Acquisition, Inc. Registration Statement on Form S-1 Filed July 28, 2022 File No. 333-266387 Dear Mr. Ang: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed July 29, 2022 Risk Factors If we seek stockholder approval of our initial business combination..., page 44 1. We note disclosure in your risk factor that your sponsor, officers, directors and affiliates may purchase shares from public holders for the purpose of voting those shares in favor of a proposed business combination, thereby increasing the likelihood of the completion of the combination. Please explain how such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance. Exhibits 2. Please revise your fee table to register the rights as a separate security. Anthony Ang Global Star Acquisition, Inc. August 8, 2022 Page 2 General 3. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald Alper at 202-551-3329 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, FirstName LastNameAnthony Ang Division of Corporation Finance Comapany NameGlobal Star Acquisition, Inc. Office of Real Estate & Construction August 8, 2022 Page 2 cc: Andrew Tucker FirstName LastName