For the three months ended September 30, 2022, we had a net loss of $209,044, which consists of interest income from marketable securities held in the Trust Account of $43,907 and a gain on the change in fair value of the overallotment option of $7,619 offset by operating costs of $260,696. In addition, the Company recorded an income tax provision of $9,243. For the three months ended September 30, 2021, we had a net loss of $19 which consists of formation costs.
For the nine months ended September 30, 2022, we had a net loss of $209,750, which consists of interest income from marketable securities held in the Trust Account of $43,907 and a gain on the change in fair value of the overallotment option of $7,619 offset by operating costs of $261,429. In addition, the Company recorded an income tax provision of $9,243. For the nine months ended September 30, 2021, we had a net loss of $78 which consists of formation costs.
Going Concern Considerations, Liquidity and Capital Resources
On September 22, 2022, the Company consummated its initial public offering (the “IPO”) of 8,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and one Right, with each Right entitling the holder to receive one-tenth of one share of Class A Common Stock. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.
Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 456,225 units (the “Private Placement Units”) to Global Star Acquisition I LLC, the sponsor of the Company (the “Sponsor”), at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,563,000 (the “Private Placement”).
Subsequently, on October 4, 2022, the Company consummated the closing of the sale of 1,200,000 additional units at a price of $10 per unit (the “Units”) upon receiving notice of the underwriters’ election to exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $12.0 million and incurred additional offering costs of $412,500, of which $262,500 are for deferred underwriting commissions. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one-half of one Class A redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and one Right (“Right”), with each Right entitling the holder to receive one-tenth of one share of Class A Common Stock, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-266387).
Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 42,000 Private Placement Units to Global Star Acquisition I LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $420,000.
Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $4,595,311 consisting of $950,000 of cash underwriting fees, $3,062,500 of deferred underwriting fees and $582,811 of other costs.
As of September 30, 2022, we had available to us $1,397,490 of cash on our balance sheet and a working capital of $861,449. We intend to use the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The interest income earned on the investments in the Trust Account are unavailable to fund operating expenses.
In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As September 30, 2022, the Company has not borrowed under such loans.
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