SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Global Star Acquisition Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
37962G102
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 37962G102 | SCHEDULE 13G | Page 2 of 8 |
| 1 |
NAMES OF REPORTING PERSONS D. E. Shaw Valence Portfolios, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
| ||
| 6 |
SHARED VOTING POWER 125,000
| |||
| 7 |
SOLE DISPOSITIVE POWER -0-
| |||
| 8 |
SHARED DISPOSITIVE POWER 125,000
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%
| |||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
| |||
| CUSIP No. 37962G102 | SCHEDULE 13G | Page 3 of 8 |
| 1 |
NAMES OF REPORTING PERSONS D. E. Shaw & Co., L.L.C.
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
| ||
| 6 |
SHARED VOTING POWER 125,000
| |||
| 7 |
SOLE DISPOSITIVE POWER -0-
| |||
| 8 |
SHARED DISPOSITIVE POWER 125,000
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%
| |||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
| |||
| CUSIP No. 37962G102 | SCHEDULE 13G | Page 4 of 8 |
| 1 |
NAMES OF REPORTING PERSONS D. E. Shaw & Co., L.P.
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
| ||
| 6 |
SHARED VOTING POWER 125,000
| |||
| 7 |
SOLE DISPOSITIVE POWER -0-
| |||
| 8 |
SHARED DISPOSITIVE POWER 125,000
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%
| |||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN
| |||
| CUSIP No. 37962G102 | SCHEDULE 13G | Page 5 of 8 |
| 1 |
NAMES OF REPORTING PERSONS David E. Shaw
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0-
| ||
| 6 |
SHARED VOTING POWER 125,000
| |||
| 7 |
SOLE DISPOSITIVE POWER -0-
| |||
| 8 |
SHARED DISPOSITIVE POWER 125,000
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%
| |||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
| |||
| CUSIP No. 37962G102 | SCHEDULE 13G | Page 6 of 8 |
| Item 1. | ||
| (a) | Name of Issuer | |
| Global Star Acquisition Inc. | ||
| (b) | Address of Issuer's Principal Executive Offices | |
|
1641 International Drive Unit 208 McLean, VA 22102 | ||
| Item 2. | ||
| (a) | Name of Person Filing | |
|
D. E. Shaw Valence Portfolios, L.L.C. D. E. Shaw & Co., L.L.C. D. E. Shaw & Co., L.P. David E. Shaw | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
|
The business address for each reporting person is: 375 Ninth Avenue, 52nd Floor | ||
| (c) | Citizenship | |
|
D. E. Shaw Valence Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. | ||
| (d) | Title of Class of Securities | |
| Class A Common Stock, $0.0001 par value per share | ||
| (e) | CUSIP Number | |
| 37962G102 | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| Not Applicable | |
| Item 4. | Ownership |
As of September 30, 2024:
| (a) | Amount beneficially owned: | |||
| D. E. Shaw Valence Portfolios, L.L.C.: | 125,000 shares | |||
| D. E. Shaw & Co., L.L.C.: |
125,000 shares This is composed of 125,000 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. | |||
| D. E. Shaw & Co., L.P.: |
125,000 shares This is composed of 125,000 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. | |||
| David E. Shaw: |
125,000 shares This is composed of 125,000 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. | |||
| CUSIP No. 37962G102 | SCHEDULE 13G | Page 7 of 8 |
| (b) | Percent of class: | |||
| D. E. Shaw Valence Portfolios, L.L.C.: | 7.1% | |||
| D. E. Shaw & Co., L.L.C.: | 7.1% | |||
| D. E. Shaw & Co., L.P.: | 7.1% | |||
| David E. Shaw: | 7.1% | |||
| (c) | Number of shares to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: | |||
| D. E. Shaw Valence Portfolios, L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.P.: | -0- shares | |||
| David E. Shaw: | -0- shares | |||
| (ii) | Shared power to vote or to direct the vote: | |||
| D. E. Shaw Valence Portfolios, L.L.C.: | 125,000 shares | |||
| D. E. Shaw & Co., L.L.C.: | 125,000 shares | |||
| D. E. Shaw & Co., L.P.: | 125,000 shares | |||
| David E. Shaw: | 125,000 shares | |||
| (iii) | Sole power to dispose or to direct the disposition of: | |||
| D. E. Shaw Valence Portfolios, L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.P.: | -0- shares | |||
| David E. Shaw: | -0- shares | |||
| (iv) | Shared power to dispose or to direct the disposition of: | |||
| D. E. Shaw Valence Portfolios, L.L.C.: | 125,000 shares | |||
| D. E. Shaw & Co., L.L.C.: | 125,000 shares | |||
| D. E. Shaw & Co., L.P.: | 125,000 shares | |||
| David E. Shaw: | 125,000 shares | |||
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 125,000 shares as described above constituting 7.1% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 125,000 shares.
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| Not Applicable | |
| CUSIP No. 37962G102 | SCHEDULE 13G | Page 8 of 8 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. Powers of Attorney, dated August 1, 2024, granted by David E. Shaw in favor of Daniel R. Marcus, are attached hereto.
Dated: November 14, 2024
| D. E. Shaw Valence Portfolios, L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Attorney-in-Fact for David E. Shaw | ||
Exhibit 1
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each of
Adam Deaton,
Anne Dinning,
Edward Fishman,
Alexis Halaby,
Edwin Jager,
Martin Lebwohl,
Daniel Marcus,
Anoop Prasad,
Maximilian Stone, and
David Sweet,
acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.
This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled. Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
Date: August 1, 2024
/s/ David E. Shaw
David E. Shaw,
as President of D. E. Shaw & Co., Inc.
Exhibit 2
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each of
Adam Deaton,
Anne Dinning,
Edward Fishman,
Alexis Halaby,
Edwin Jager,
Martin Lebwohl,
Daniel Marcus,
Anoop Prasad,
Maximilian Stone, and
David Sweet,
acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.
This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled. Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
Date: August 1, 2024
/s/ David E. Shaw
David E. Shaw,
as President of D. E. Shaw & Co. II, Inc.
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.0001 par value per share, of Global Star Acquisition Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 14th day of November, 2024.
| D. E. Shaw Valence Portfolios, L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Attorney-in-Fact for David E. Shaw | ||