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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): May 23, 2023

 

 

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 and one Redeemable Warrant   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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on May 15, 2023 and Amendment No. 1 filed on May 23, 2023 by Global Star Acquisition Inc. (the “Company”) with the Securities Exchange Commission, the Company had determined that it required additional time to complete its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 2023 Form 10-Q”) and expected to receive a notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1). The Company received such notice (the “Compliance Letter”) on May 23, 2023, which has no immediate effect on the listing or trading of the Company’s securities on the NASDAQ Capital Market. As previously reported on Form 8-K filed with the SEC on April 19, 2023, the Company received a notice (the “Initial Compliance Letter”) on April 19, 2023, with respect to the late filing of the Annual Report on Form 10-K which has no immediate effect on the listing or trading of the Company’s securities on the NASDAQ Capital Market. Pursuant to the Compliance Letter, by June 20, 2023 (60 calendar days from the date of the Initial Compliance Letter) the Company is required to submit a plan to regain compliance with NASDAQ’s filing requirements for continued listing, upon the acceptance of which NASDAQ may grant an extension of up to 180 days from the due date of the Annual Report on Form 10-K for the year ended December 31, 2022, or until October 16, 2023, for the Company to regain compliance with NASDAQ’s filing requirements for continued listing.

The Company filed its Annual Report on Form 10-K on May 25, 2023. The Company anticipates that it will file the Q1 2023 Form 10-Q prior to June 20, 2023, eliminating the applicability of the submission of a formal plan to regain compliance.

 

Item 8.01.

Other Events.

A press release disclosing the Company’s receipt of the Compliance Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release Dated May 26, 2023
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: May 26, 2023     By:  

/s/ Anthony Ang

      Anthony Ang
      Chief Executive Officer