Global Star Acquisition Inc-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-41506 GLOBAL STAR ACQUISITION INC.(Exact Name of Registrant as Specified in its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ As of June 30, 2024, the aggregate market value of the registrant’s shares of common stock held by non-affiliates of the registrant was$12,643,507, based on a closing market price of $11.12 on the Nasdaq Stock Market. As of April29, 2025, there were40,043shares of the Company’s redeemable Class A Common Stock and613,225shares of theCompany’s non-redeemable Class A Common Stock, $0.0001 par value per share (the “Class A Shares”) and2,300,000shares of theCompany’s Class B Common Stock, $0.0001 par value per share issued and outstanding (the “Class B Shares”). TABLE OF CONTENTS PagePART I1Item 1. Business1Item 1A. Risk Factors9Item 1B. Unresolved Staff Comments13Item 1C. Cybersecurity14Item 2. Properties14Item 3. Legal Proceedings14Item 4. Mine Safety Disclosures14PART II15Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities15Item 6. Selected Financial Data16Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 7A. Quantitative and Qualitative Disclosures About Market Risk28Item 8. Financial Statements and Supplementary Data28Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure28Item 9A. Controls and Procedures28Item 9B. Other Information29Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections29PART III30Item 10. Directors, Executive Officers, and Corporate Governance30Item 11. Executive Compensation42Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43Item 13. Certain Relationships and Related Transactions, and Director Independence45Item 14. Principal Accountant Fees and Services46PART IV48Item 15. Exhibits and Financial Statement Schedules48Item 16. Form 10-K Summary50Signatures51 PART I ITEM 1. BUSINESS In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our” refer toGlobal Star Acquisition, Inc. Overview Formation.We