UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 19, 2023, Global Star Acquisition Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
The Company filed the Form 10-K with the SEC on May 25, 2023.
On June 1, 2023, the Company received a letter from Nasdaq indicating that based on the Company’s May 25, 2023 filing of the Form 10-K, the Staff has determined that the Company has complied with the Listing Rule and, accordingly, the matter was closed. As a result, the Company is currently in compliance with the Nasdaq Listing Rules and the Company’s securities will continue to trade on Nasdaq.
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 the Company with the SEC, 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 “Form 10-Q”). The Registrant is continuing in its efforts to file the Form 10-Q as soon as reasonably practicable and expects to do so by June 26, 2023.
Item 7.01. | Regulation FD Disclosure. |
A press release disclosing the Company’s receipt of the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing (including the information presented in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including those under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on May 25, 2023. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit |
Description | |
99.1 | Press Release Dated June 6, 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: June 6, 2023 | By: | /s/ Anthony Ang | ||||
Anthony Ang | ||||||
Chief Executive Officer |
Exhibit 99.1
GLOBAL STAR ACQUISITION INC. ANNOUNCES RECEIPT OF NASDAQ LISTING COMPLIANCE DETERMINATION NOTICE
MCLEAN, VA June 6, 2023 On June 6, 2023, Global Star Acquisition Inc. (the Company) announced that on April 19 it received a delinquency notification letter from the Listing Qualifications Staff (the Staff) of the Nasdaq Stock Market LLC (Nasdaq) due to the Companys non-compliance with Nasdaq Listing Rule 5250(c)(1) (the Listing Rule) as a result of the Companys failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the Form 10-K). The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the SEC).
The Company filed the Form 10-K with the SEC on May 25, 2023.
On June 1, 2023, the Company received a letter from Nasdaq indicating that based on the Companys May 25, 2023 filing of the Form 10-K, the Staff has determined that the Company has complied with the Listing Rule and, accordingly, the matter was closed. As a result, the Company is currently in compliance with the Nasdaq Listing Rules and the Companys securities will continue to trade on Nasdaq.
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 the Company with the SEC, 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 Form 10-Q). The Company anticipates that it will file the Form 10-Q as soon as reasonably practicable and expects to do so by June 26, 2023.
About Global Star Acquisition Inc.
The Company (NASDAQ: GLSTU) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. It has not selected any specific business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on financial technology (Fintech) and property technology (Proptech) businesses that offer technology solutions, software, services or products to the financial services or real estate industries. The Company intends to initially prioritize the Nordic region and Asia Pacific, especially Southeast Asia as its geographical focus. The Company is led by Anthony Ang, the Companys Chairman and Chief Executive Officer, Nicholas Khoo, the Companys Chief Operating Officer, and Shan Cui, the Companys Chief Financial Officer.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact included herein are forward-looking statements. These forward-looking statements are often identified by the use of forward-looking terminology such as believes, expects, or similar expressions, involve known and unknown risks and uncertainties, and include the statement regarding the completion of the business combination within a certain period of time, if ever. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Companys actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, such as risks related to: our ability to obtain necessary regulatory approvals and other risks and uncertainties disclosed under the sections entitled Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in our Registration Statement filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on the SEC website at www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Contact
Global Star Acquisition Inc.
1641 International Drive, Unit 208
Mclean, VA 22102
Anthony Ang
Chairman and Chief Executive Officer
anthonyang@gcic.com.sg
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