Global Star Acquisition, Inc. *

Global Star Acquisition, Inc. *

Jul 29, 2022 by sam.beattie

PROPOSED BUSINESS COMBINATION: K Wave Media Ltd.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Global Star Acquisition, Inc. entered into a business combination agreement with K Wave Media Ltd.

K Enter holds contracts to acquire seven diversified entertainment operating companies based in Korea, engaged in the entertainment content and IP creation businesses (the “Seven Korean Entities”), and K Enter plans to consummate the acquisition of the Seven Korean Entities prior to the closing of the merger. K Enter has an internal K drama production team, and the Seven Korean Entities to be acquired by K Enter include Solaire Partners Ltd. (“Solaire Partners”), a Korean content-specialized private equity firm based in Seoul Korea that has invested in some of the highest-grossing films out of Korea, one K drama production company, three K movie production companies, one virtual production company, and one IP merchandising company.


SUBSEQUENT EVENT – 2/6/25 – LINK

  • On January 31, 2025, the SPAC entered into a Securities Purchase Agreement with accredited investors, pursuant to which the investors will be issued Convertible Senior Unsecured Notes in the aggregate amount of $4.5 million.
    • As additional consideration, the investors will receive a 200% free trading bonus of 900,000 shares of K Enter common stock shares at closing.
    • The PIPE Notes convert to common stock at $10.00/share, bear 3% interest paid semi-annually, and mature in 36 months.
    • The closing of the PIPE investment is contingent on the successful completion of the business combination, and investors have the right to terminate their obligations if the closing does not occur within four months.

EXTENSION – 12/3/24 – LINK

  • The SPAC approved the extension from December 22, 2024 to June 22, 2025.
    • 756,131 shares were redeemed.
    • $0.02/Share per month will be deposited into the trust account.

EXTENSION – 6/17/24 – LINK

  • The SPAC approved the extension from June 22, 2024 to December 22, 2024.
    • 4,010,928 shares were redeemed.
    • $0.02/Share per month will be deposited into the trust account.

EXTENSION – 8/28/23 – LINK

  • The SPAC approved the extension from September 22, 2023, to June 22, 2024.
    • 4,052,066 shares were redeemed for $10.55 per share.
    • $125K per month will be deposited into the trust account.

TRANSACTION

  • Following the closing of the merger agreement, the parent of the combined company will be named “K Wave Media Ltd.” and its securities will be listed on The Nasdaq Stock Market.
  • The transaction has been valued at $610 million and is anticipated to be completed in the late fourth quarter of 2023

SPAC FUNDING

  • The SPAC entered a Securities Purchase Agreement with accredited investors to issue $4.5 million in Convertible Senior Unsecured Notes.
  • Please see the Subsequent Event on 2/6/25 for more details on the Convertible Debt funding.

EARNOUT

  • None

LOCK-UP

  • Company and Sponsor Lock-Up:
    • The company shareholders and the Sponsor have agreed not to transfer:
      • (i) with respect to 50% of the Lock-up Shares, the earlier of:
        • (a) six months after the Closing, and
        • (b) the date on which the closing price of the combined company’s shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after the closing date, and
      • (ii) with respect to the remaining 50% Lock-up Shares, six months after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Global Star and K Wave shareholder approvals

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either K Enter or the SPAC if the Closing has not occurred by the earlier of June 22, 2024 (the “Outside Date“).
    • The outside date was extended until December 22, 2024. – LINK

ADVISORS

  • K Wave Advisors:
    • Lee & Ko L.L.P. is serving as Korean legal advisor
    • Loeb & Loeb LLP is serving as U.S. legal advisor
    • PWC is serving as Auditor
    • KPMG is serving as the financial advisor
  • Global Star Advisors:
    • Nelson Mullins Riley & Scarborough  LLP is serving as legal advisor

MANAGEMENT & BOARD


Executive Officers

Anthony Ang, 66
Chief Executive Officer and Chairman of the Board of Directors

Anthony Ang’s broad expertise covers international marketing, investment promotion, manufacturing, and fund management. Mr. Ang started his career at the Singapore Economic Development Board in 1980, and his last position was Regional Director for North America (based in the United States for six years) responsible for the promotion of investments from North America. He went on to become Group General Manager of Armstrong Industrial Corporation, a Singapore precision engineering company that he helped list on the Singapore Exchange in 1995. Mr. Ang then joined Vertex Management as Senior Vice President (Investment) in 1999, a leading venture Capital firm with its headquarters in Singapore and subsequently GIC Real Estate Pte. Ltd. (a unit of the Sovereign wealth fund of the Singapore Government) as Executive Vice President for Admin and Corporate Affairs in 2001. Mr. Ang went on to serve as founding Executive Director of Majulah Connection, a consulting and networking organization sponsored by the Government of Singapore. In 2006, Mr. Ang joined the ARA Group, a leading real estate fund management house with its headquarters in Singapore and asset under management (“AUM”) of $140 billion. From 2008 to 2010, Mr. Ang served as the CEO of ARA Asia Dragon Limited (“ADF”), the flagship private equity real estate fund of the ARA Group. ADF had a committed capital of $1.13 billion and was focused on investments across Asia. Mr. Ang was responsible for raising the fund with global investors and overseeing its investments of over fourteen assets. From February 2010 to December 2016, Mr. Ang served as the CEO and Executive Director of ARA Asset Management (Fortune) Pte. Ltd. (a subsidiary of the ARA Group), as the manager of Fortune Real Estate Investment Trust (“Fortune REIT”) with HK$36 billion of retail assets in Hong Kong. During his tenure at Fortune REIT, Mr. Ang was recognized as “Best CEO (Third)” and “Best CEO (First)” for Hong Kong in 2013 and 2014 respectively for successfully expanding Fortune REIT, by the Annual Best Managed Companies Poll by FinanceAsia. From March 2017 to July 2021, Mr. Ang served as CEO of Sasseur Asset Management Pte Ltd (SGX:CRPU), where he led the listing process for the initial public offering of Sasseur Real Estate Investment Trust (“Sasseur REIT”) (AUM US$1.2 billion) in March 2018. In 2019, under Mr. Ang’s leadership, Sasseur REIT was recognized as the “REIT of the Year” and “Best Retail REIT (platinum)” in Singapore. Mr. Ang was awarded “Best CEO (platinum)” in Singapore in 2019 and 2020 by The Fortune Times Award. Mr. Ang currently holds various senior positions. Since January 2016, Mr. Ang has served as an independent director of Yong Tai Bhd, a property development company listed on Bursa Malaysia, the Malaysian stock exchange. Since April 2017, Mr. Ang has served as an independent director with Heatec Jietong Holding Ltd., a marine industry manufacturing and service company that is listed on the Singapore Exchange. Mr. Ang has represented his country as the Ambassador Extraordinary and Plenipotentiary of the Republic of Singapore to the Republic of Tunisia since September 2017. In that role he represents the interests of Singapore and helps to maintain the relations of amity and concord between the two countries. In December 2020, Mr. Ang began his position as a director at Truufin Pte. Ltd., where he provides guidance for the company in the Fintech industry. Mr. Ang has served as a director of Sinospring Venture Ltd. (Singapore) since May 2021 and as a director of GCIC Ltd since June 2021, both of which are consultancy services companies. In the education consultancy services industry, Mr. Ang has served as a director of ITE Education Services Pte. Ltd. since July 2021. Finally, Mr. Ang currently serves as the Chairman and director for R. Vantage Pte. Ltd. (Singapore), a crowd funded real estate investment platform since November 2021, and as Chairman and director of Singapore Digital Exchange Pte. Ltd., a digital exchange of cryptocurrency and digital assets in Singapore since December 2021. Mr. Ang holds a Bachelor of Science in Mechanical Engineering degree with First Class Honors from the Imperial College of Science and Technology at the University of London. He also obtained an MBA degree and an International Directorship Certificate from INSEAD, France in and completed a Marketing Management Program at the Graduate School of Business at Stanford University.


Nicholas Khoo, 44
Chief Operating Officer

Since February 2017, Mr. Khoo has served as a director of AB&MEG Pte. Ltd., an accounting solutions company. In the financial services and consulting industry, Mr. Khoo has led Asia Pacific and Japan for Visa Inc’s Cybersource Managed Services from 2012 to 2017. In the real estate industry, Mr. Khoo has served as an independent director of Hatten Land Ltd. since January 2022. Mr. Khoo is a known figure in the esports and video games industry, serving as an advisor to the board of the Global Esports Federation. Mr. Khoo also serves as an investment committee member of the Tribeca Global SPAC Fund since September 2021. Since October 2021, he has also served as an Investment Committee Member of Global Fund, a sponsor affiliate. He is also an investment partner in the venture capital firm Cake Defi Ventures since February 2022. Mr. Khoo has experience in the public sector as he has served on various official boards and committees in Singapore including the Casino Regulatory Authority, National Crime Prevention Council, and the Internet and Media Advisory Committee. Mr. Khoo was the valedictorian when he graduated with a Masters of Business Administration from Arcadia University.


Shan Cui, 49
Chief Financial Officer

Currently, Ms. Cui serves as a director and audit committee chair of Venus Acquisition Corporation (NASDAQ: VENA), a special purpose acquisition company that closed its initial public offering in February 2021. From June 2020 to May 2021, Ms. Cui served as a director and audit committee chair of WiMi Hologram Cloud Inc. (NASDAQ: WIMI), a holographic cloud comprehensive technical solution provider. She also served as a director and audit chair for Addentax Group Corp. (OTCQB: ATGX), a garment manufacturer and logistics service provider based in China, from April 2020 to April 2021. From April 2019 to October 2019, Ms. Cui served as a director and audit committee chair for Greenland Acquisition Corporation, a special purpose acquisition company that closed its business combination with Zhongchai Holding (Hong Kong) Limited in October 2019, forming Greenland Technologies Holding Corporation (NASDAQ: GTEC). Since 2010, Ms. Cui has served as a Managing Director of Capital First International, which provides consulting services to SPAC, private equity, venture capital and growth companies. From February 2011 to February 2013, she served as chief financial officer at Lizhan Environmental Corporation, a then Nasdaq-listed company engaged in the manufacturing and distribution of green leather materials. From 2009 to 2010, she was the manager of planning and analysis for Greene, Tweed & Company, a manufacturer of high-performance engineering parts and products for the aerospace, oilfield, and semi-conductor industries. Prior to Greene, Tweed & Company, Ms. Cui served as a senior finance manager at Ikon Office Solutions from 2005 to 2008, group CFO of Invista from 2003 to 2004, manager of strategic planning and analysis for General Time Corporation from 1998 to 2001, and senior vice president for Seaboard Corporation from 1996 to 1998. Ms. Cui holds an MBA degree from Georgia State University in the United States and completed her undergraduate studies in English at Ocean University of China.



Board of Directors

Stephen Drew, 51
Director

Mr. Drew has 25 years of experience in private equity, investment banking, real estate, and Fintech-related businesses. Mr. Drew began his career at Wall Street firms Citigroup and Gruntal & Co. In the real estate financing and investing arena, Mr. Drew acted as the principal of Pinnacle Funding for over ten years, where he managed over 50 professional investors. Mr. Drew was also a member of Greenwich Realty Capital LLC from 2017 to 2019, where he managed commercial real estate development. From 2019 to 2020, Mr. Drew served as a Managing Member of Tribeca Realty Capital LLC, the US-based partner of a $27.5 billion asset manager based in Asia for equity investments and is responsible for successfully closing hundreds of millions in transactions. Since 2018, Mr. Drew has served as a Managing Partner of Global Fund LLC, a sponsor affiliate. Since 2021, Mr. Drew has also served as a Managing Partner of Tribeca Global SPAC Fund LLC where he is responsible for evaluating SPAC investment opportunities and raising capital from institutional and high net worth investors for the firm. Mr. Drew studied Finance at Central Connecticut State University.


Kan Mun Wai Benny, 58
Independent Director

Mr. Kan has 30 years of experience in cross-cultural M&A, technology investments, and real estate-related companies. Mr. Kan was a key member of BT/MCI Asia Pacific M&A Team in negotiating national telecom licenses and joint ventures with Japan (NTT), Korea (LG), Malaysia (Maxis) and Singapore (ST Telemedia). Mr. Kan later served as board and investment committee member of Morgan Stanley (HK), New Margin (Shanghai), Asia Infrastructure Funds (Tokyo & Singapore) in Info-Com- Media technology, and Property-related pre-IPO investments bound for Asian stock exchanges. Since 1999, Mr. Kan has held the position of Executive Director of the venture capital group A.D.Venture Ltd (Singapore), where he is an investor & advisor to promising companies on financing, regulation and compliance, IP enforcement, litigation, team development, commercial contracts, franchising, and trade disputes. From 2007 to 2017, Mr. Kan was an Executive Director the public and private equity group Global E-Ventures (Hong Kong) where he acted as a portfolio manager of pre-IPOs, specializing in high technology and real estate companies. Since 2020, Mr. Kan has served as a Principal of TouchStone Capital (UK), where he is an advisor on M&A pre and post-deals in belt & road projects with China MNCs through Asia and UK publicly listed companies. Currently, Mr. Kan is also a Master Franchisor of Peking University EMBA, where he acts as a principal in joint development ventures and acquisitions with foreign universities in post-graduate and business leadership alliances. Finally, since 2021, Mr. Kan has served as an Investment Committee Member of Global Fund, a sponsor affiliate, where he focuses his attention on investors and targets. Mr. Kan holds a Bachelor of Science degree from the National University of Singapore, an MBA degree from Hull University in Manchester, UK, and an Executive MBA degree from Peking University in China.


Yang Kan Chong, 67
Independent Director

Mr. Chong brings thirty years of expertise in the areas of energy, oil, gas, power, and infrastructure in the international arena. He is experienced in senior management positions in multi- and crossed- cultural environments. Mr. Chong holds a strong network of key contacts in the financial industry, and has accumulated extensive experience in treasury, financial management, and capital operation. Mr. Chong has previously served as Managing Director of Asia Petroleum Technology Pte Ltd, President and CEO of the U.S.-listed China New Energy Group Company, Group Deputy CEO of the Singapore-listed China EnerSave Limited, and several U.S. energy giants and Singapore Government-linked companies. From 2018 to 2019, Mr. Chong served as a director of China Star Food Group Ltd. Since 2016, Mr. Chong has acted as a Director of Sport Lifestyle Initiative Pte Ltd., a Singapore sport education company. Finally, since 2020, Mr. Chong works as an Investment Committee Member and Equity Partner of Global Fund LLC, a sponsor affiliate. He holds a Master of Science Degree (Mechanical Engineering) accredited by the National University of Singapore and a Bachelor of Engineering degree (Mechanical & Production) accredited by the University of Singapore.


Hai Chwee Chew, 67
Independent Director

Mr. Chew is an entrepreneur who has served in the positions of Independent Director, Executive Director, CFO, COO, and CEO in Asian and U.S. multi-national and local organizations. Mr. Chew’s career includes having held positions as Executive Director of United Fibre Systems Ltd listed in SGX (Singapore Exchange), Executive Director and CEO of NASDAQ listed Pacific Internet Ltd, and CEO of Bright Vision Community Hospital. He was also an Independent Director and Audit Chairman of The Stratech Group Ltd, a SGX listed company. Mr. Chew has also served as the CFO and Finance Director of KFC/Pizza Hut/Taco Bell Singapore, Delifrance Asia, Black and Decker Asia and Vickers Systems Ltd Asia Pacific. Mr. Chew’s entrepreneurial skills were highlighted in his successful founding of Silveray Pte Ltd in 2008, a wheelchair transportation company. Mr. Chew grew Silveray Pte Ltd from scratch to a current fleet size of 71 minibuses specializing in transporting people on wheelchairs, which he sold in November 2021. Mr. Chew is a member of Singapore Institute of Directors and Singapore Red Cross Fund-Raising Committee. He also serves as a District Councilor as well as Vice Chairman of Finance Committee of South West Central Development Committee (CDC), which serves the people in the South West Region of Singapore under the Mayor of SW CDC. He has previously served on the Council of Singapore Red Cross and was the Chairman for Singapore’s Red Cross Committee for Humanitarian Assistance and International Relief (CHAIR), during which he was honored with the Singapore Red Cross Outstanding Service Award in Sept 2019 by the President of Singapore. He has also served on the Board of Ang Mo Kio (“AMK”)-Thye Hua Kwan (“THK”) Hospital, was a member of AMK-THK Medi-fund Committee, and a member of THK Moral Society audit committee. Since 2010, Mr. Chew has served as an independent director to Pacific Andes Resources Development Ltd.. Since 2012, Mr. Chew has acted as an independent director and audit chair of the University of Las Vegas for their Singapore campus. Mr. Chew holds an MBA degree and a Bachelor of Science degree in Accounting, summa cum laude, from the University of South Alabama. He has completed an Executive Program at INSEAD, France for Global CFOs.


Jukka Rannila, 44
Independent Director

Mr. Rannila is a seasoned professional with vast experience in investment management and real estate. From 2013 to 2020 Mr. Rannila served as the Chairman of the board of directors of Berlin Invest 3 Oy, from 2012-2020 with Berlin Invest 2 Oy, and from 2011 to 2022 with Berlin Invest Oy, where he oversaw residential real estate portfolios. Mr. Rannila currently serves as a board member of the investment management company for the Berlin Invest Oy groups, Confido Kiinteistöhallinta Oy, where he oversees a residential real estate portfolio in Berlin, Germany. Similarly, since 2018, Mr. Rannila has acted as a member of the board of Assai Commercial Oy, where he oversees a commercial real estate portfolio in the greater Helsinki area. Since 2004, Mr. Rannila has acted as a board member and investment manager of Assai Oy, where he is responsible for the operations and investment portfolio of listed and non-listed companies in the family office. Since 2009, Mr. Rannila has acted as chairman of the board of Nosh Company Oy, where he co-directs a high growth fashion and design group of companies. Currently, Mr. Rannila also co-directs a high growth robotics company with international expansion, Trussmatic Oy. Similarly, since 2018, Mr. Rannila co-directs a high growth manufacturing group of companies through his director position with Tikli Group Oy. More recently, in 2021, Mr. Rannila manages all operations of Warp Bridge Oy, a SPV investing in a venture capital fund, as a Managing Director. Mr., Rannila studied at the University of Manchester in the Department of Accounting and Finance.