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| CIK | 1865111 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Alpha Star Acquisition Corporation - Equity Right
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUIS |
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| June 12, 2025 |
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 June 12, 2025 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a 00-0000000 (State or other jurisdiction of incorpor |
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| June 12, 2025 |
Amendments to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY Proposal 2 – Charter Amendment Proposal The Amended and Restated Memorandum and Articles of Association of Alpha Star Acquisition Corporation shall be amended by deleting Section 36.2 in its entirety and replacing it with the following: 36.2 In the event that the Company does not consummate its |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41 |
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| May 7, 2025 |
XData Group Sets Sights on Nasdaq After $180 Million SPAC Deal Approval Filed by Alpha Star Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Alpha Star Acquisition Corporation Commission File No. |
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| May 2, 2025 |
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 May 2, 2025 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a 00-0000000 (State or other jurisdiction of incorporat |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| February 24, 2025 |
Exhibit 2.2 SUPPLEMENTAL AGREEMENT This SUPPLEMENTAL AGREEMENT, dated as of December 15, 2024 (this “Supplemental Agreement”), to the Business Combination Agreement (as defined below), is entered into by and among OU XDATA GROUP, an Estonian company (the “Company”), Roman Eloshvili, the shareholder of the Company (“Roman”), Alpha Star Acquisition Corporation, a Cayman Islands exempted company (“SP |
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| February 24, 2025 |
Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Alpha Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on July 13, 2023 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and options, with or without special rights |
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| February 24, 2025 |
EXHIBIT 21.1 List of Subsidiaries Subsidiaries Place of Incorporation Xdata Group Cayman Islands |
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| February 24, 2025 |
Exhibit 97.1 ALPHA STAR ACQUSITION CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the Listing Rule 5608(b) of Nasdaq Stock Market LLC (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Alpha Star Acquisition Corporatio |
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| February 24, 2025 |
Exhibit 19.1 ALPHA STAR ACQUSITION CORPORATION POLICY GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND PREVENTION OF INSIDER TRADING I. OVERVIEW This Statement of Policy Governing Material, Non-Public Information and the Prevention of Insider Trading (this “Statement”) of the Company consists of three sections: Section I provides an overview; Section II sets forth the Company’s policies prohibiting |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUISITION CORPORATI |
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| December 27, 2024 |
Amendments to the Amended and Restated Memorandum and Articles of Association EX-3.1 2 ex3-1.htm Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY Proposal 2 – Charter Amendment Proposal The Amended and Restated Memorandum and Articles of Association of Alpha Star Acquisition Corporation shall be amended by deleting Section 36.2 in its entirety and replacing it with the following: “36.2 In the event that the Company doe |
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| December 27, 2024 |
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 December 27, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a (State or other jurisdiction of incorporation) |
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| December 20, 2024 |
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 December 20, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) |
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| December 20, 2024 |
Exhibit 99.1 Alpha Star Acquisition Corporation Announces Receipt of Letter from Nasdaq Regarding Failure to Complete Initial Business Combination New York, NY, December 20, 2024 (PRNewswire) — Alpha Star Acquisition Corporation (Nasdaq: ALSA) (the “Company”) announced that it has received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| November 15, 2024 |
SC 13G/A 1 schedule13gaalsa111424.htm 13G/A ALSA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpha Star Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0230C108 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing |
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| November 14, 2024 |
SC 13G/A 1 ef20038416sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpha Star Acquisition Corporation (Name of Issuer) Ordinary shares, $0.001 par value per share (Title of Class of Securities) G0230C108 (CUSI |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00 |
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| November 13, 2024 |
ALSA / Alpha Star Acquisition Corporation / Walleye Capital LLC Passive Investment SC 13G 1 walleye-alsa093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ALPHA STAR ACQUISITION CORPORATION (Name of Issuer) Ordinary Shares, $0.001 par value (Title of Class of Securities) G0230C108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th |
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| November 13, 2024 |
KYG0230C1160 / Alpha Star Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment SC 13G/A 1 lighthouse-alsau73124a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Alpha Star Acquisition Corporation (Name of Issuer) Units, each consisting of one ordinary share, one redeemable warrant, and one right (Title of Class of Securities) G0230C124 (CUSIP Number) July 31, 2024 (Date of |
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| November 7, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Alpha Star Acquisition Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) G0230C124 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement |
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| October 4, 2024 |
Exhibit 99.1 Alpha Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Minimum Market Value Deficiency New York, NY, October 4, 2024 (PRNewswire) — Alpha Star Acquisition Corporation. (Nasdaq: ALSA) (the “Company”) announced that it has received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that th |
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| October 4, 2024 |
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 October 1, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) (C |
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| September 13, 2024 |
Form of Sponsor Voting and Support Agreement Exhibit 10.1 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [*] by and among XDATA GROUP, a Cayman Islands company (the “Company” or “PubCo”), Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and A-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). WHEREAS, capit |
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| September 13, 2024 |
Form of Sponsor Lock-Up Agreement Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [*], by and between Xdata Group, a Cayman Islands exempted company (the “Company” or “PubCo”), and A-Star Management Corporation, a British Virgin Islands incorporated limited liability company (the “Sponsor”). WHEREAS, capitalized terms used but not otherwise defined in this Agr |
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| September 13, 2024 |
Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [*], by and among Alpha Star Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Xdata Group , a Cayman Islands incorporated company (the “Company” or “PubCo”), and the undersigned parties listed under Investors on the sig |
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| September 13, 2024 |
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 September 12, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) |
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| September 13, 2024 |
Business Combination Agreement Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among OU XDATA GROUP and Roman Eloshvili and Alpha Star Acquisition Corporation dated as of September 12, 2024 TABLE OF CONTENTS RECITALS 1 ARTICLE I CERTAIN DEFINITIONS 2 Section 1.01 Definitions. 2 Section 1.02 Construction. 11 Section 1.03 Table of Other Defined Terms. 12 ARTICLE II THE TRANSACTIONS 15 Section 2.03 Effective Times. 15 Section 2. |
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| September 13, 2024 |
Alpha Star Acquisition Corporation Enters into Definitive Business Combination Agreement with XDATA Exhibit 99.1 Alpha Star Acquisition Corporation Enters into Definitive Business Combination Agreement with XDATA New York, NY - September 13, 2024, Alpha Star Acquisition Corporation (NASDAQ: ALSA) (“Alpha Star” or “ALSA”), a special purpose acquisition company, today announced the execution of a business combination agreement on September 12, 2024 (the “Business Combination Agreement”), pursuant |
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| September 13, 2024 |
Form of XDATA Shareholder Lock-Up and Support Agreement Exhibit 10.3 LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [*], by and among Xdata Group, a Cayman Islands exempted company (the “Company” or “PubCo”), Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, th |
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| September 13, 2024 |
Business Combination Agreement Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among OU XDATA GROUP and Roman Eloshvili and Alpha Star Acquisition Corporation dated as of September 12, 2024 TABLE OF CONTENTS RECITALS 1 ARTICLE I CERTAIN DEFINITIONS 2 Section 1.01 Definitions. 2 Section 1.02 Construction. 11 Section 1.03 Table of Other Defined Terms. 12 ARTICLE II THE TRANSACTIONS 15 Section 2.03 Effective Times. 15 Section 2. |
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| September 13, 2024 |
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 September 12, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) |
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| September 13, 2024 |
Form of Sponsor Lock-Up Agreement Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [*], by and between Xdata Group, a Cayman Islands exempted company (the “Company” or “PubCo”), and A-Star Management Corporation, a British Virgin Islands incorporated limited liability company (the “Sponsor”). WHEREAS, capitalized terms used but not otherwise defined in this Agr |
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| September 13, 2024 |
Form of Sponsor Voting and Support Agreement Exhibit 10.1 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [*] by and among XDATA GROUP, a Cayman Islands company (the “Company” or “PubCo”), Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and A-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). WHEREAS, capit |
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| September 13, 2024 |
Form of A&R Registration Rights Agreement Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [*], by and among Alpha Star Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Xdata Group , a Cayman Islands incorporated company (the “Company” or “PubCo”), and the undersigned parties listed under Investors on the sig |
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| September 13, 2024 |
Alpha Star Acquisition Corporation Enters into Definitive Business Combination Agreement with XDATA Exhibit 99.1 Alpha Star Acquisition Corporation Enters into Definitive Business Combination Agreement with XDATA New York, NY - September 13, 2024, Alpha Star Acquisition Corporation (NASDAQ: ALSA) (“Alpha Star” or “ALSA”), a special purpose acquisition company, today announced the execution of a business combination agreement on September 12, 2024 (the “Business Combination Agreement”), pursuant |
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| September 13, 2024 |
Form of XDATA Shareholder Lock-Up and Support Agreement Exhibit 10.3 LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [*], by and among Xdata Group, a Cayman Islands exempted company (the “Company” or “PubCo”), Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, th |
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| September 3, 2024 |
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 August 26, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) (C |
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| September 3, 2024 |
Exhibit 10.1 Loan Agreement This Agreement is entered into by and between A-Star Management Corp. (the “Lender”) and Alpha Star Acquisition Corporation (the “Borrower”) on August 26, 2024. The Lender has agreed to extend a loan to the Borrower in the amount of $1,500,000 in lawful money of the United States of America (“Loan”), on the terms and conditions described below. 1. Principal. The princip |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-411 |
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| July 31, 2024 |
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 July 26, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) (Com |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUI |
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| July 15, 2024 |
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 July 12, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a (State or other jurisdiction of incorporation) (Com |
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| July 15, 2024 |
Amendments to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY Proposal 4 – Charter Amendment Proposal The Amended and Restated Memorandum and Articles of Association of Alpha Star Acquisition Corporation shall be amended by deleting Section 36.2 in its entirety and replacing it with the following: “36.2 In the event that the Company does not consummate it |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUISITION CORPORATI |
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| July 3, 2024 |
Description of Registrant’s Securities.* EXHIBIT 4.2 Description of Securities ALPHA STAR ACQUISITION CORPORATION The following summary of the securities of Alpha Star Acquisition Corporation is qualified and based on the company’s Amended and Restated Memorandum and Articles of Association and the Warrant Agreement dated as of December 3, 2021 with Vstock Transfer LLC, both of which have been filed as exhibits to the is Form 10-K or hav |
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| July 3, 2024 |
Promissory note dated March 13, 2023.* EXHIBIT 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 3, 2024 |
Promissory note dated September 13, 2022.* EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 3, 2024 |
Promissory note dated December 13, 2022.* EXHIBIT 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| June 24, 2024 |
Alpha Star Acquisition Corporation Signs Letter of Intent for a Business Combination Exhibit 99.1 Alpha Star Acquisition Corporation Signs Letter of Intent for a Business Combination NEW YORK, June 24, 2024 – Alpha Star Acquisition Corporation, a Cayman Islands exempted company (NASDAQ: ALSA) (the “Company” or “Alpha Star”) announced today that it has entered into a letter of intent (LOI) with XDATA GROUP OÜ (“Xdata”), an Estonia-based financial technology solutions company on Jun |
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| June 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 24, 2024 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) (Co |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00 |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-411 |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR A |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00 |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR A |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41 |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-411 |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-411 |
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| June 6, 2024 |
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 31, 2024 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A (State or other jurisdiction of incorporation) (Com |
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| June 6, 2024 |
Exhibit 99.1 Alpha Star Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-K New York, NY, June 6, 2024 (PRNewswire) — Alpha Star Acquisition Corporation. (Nasdaq: ALSA) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Fo |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| May 16, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| March 28, 2024 |
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): March 27, 2024 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 N/A00-0000000 (State or other jurisdiction of incorpo |
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| March 28, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| March 7, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 March 4, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a00-0000000 (State or other jurisdiction of incorpora |
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| February 14, 2024 |
ALSA / Alpha Star Acquisition Corporation / Lighthouse Investment Partners, LLC Passive Investment SC 13G/A 1 lighthouse-alsau123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Alpha Star Acquisition Corporation (Name of Issuer) Units, each consisting of one ordinary share, one redeemable warrant, and one right (Title of Class of Securities) G0230C124 (CUSIP Number) December 31, 2023 (Dat |
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| February 14, 2024 |
KYG0230C1087 / Alpha Star Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13galsa21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alpha Star Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0230C108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) |
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| February 14, 2024 |
SC 13G 1 ef20021403sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Alpha Star Acquisition Corporation (Name of Issuer) Ordinary shares, $0.001 par value per share (Title of Class of Securities) G0230C108 (CUSIP Numb |
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| January 26, 2024 |
SC 13G/A 1 eps11108alsa.htm 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpha Star Acquisition Corporation (Name of Issuer) Common Stock (Title of Class of Securities) G0230C108 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT,CT 06880; (203) 341-0702 (Name |
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| January 26, 2024 |
KYG0230C1087 / Alpha Star Acquisition Corp. / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 12, 2024 |
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 January 10, 2024 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 00-0000000n/a (State or other jurisdiction of incorp |
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| January 12, 2024 |
Amendments to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 ALPHA STAR ACQUISITION CORPORATION (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY Proposal 1 – Extension Proposal The Amended and Restated Memorandum and Articles of Association of Alpha Star Acquisition Corporation shall be amended by deleting Section 36.2 in its entirety and replacing it with the following: “36.2 In the event that the Company does not consummate its i |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR A |
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| October 13, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 October 12, 2023 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 00-0000000n/a (State or other jurisdiction of incorp |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUIS |
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| July 13, 2023 |
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 July 13, 2023 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 00-0000000n/a (State or other jurisdiction of incorpora |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUI |
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| March 31, 2023 |
EXHIBIT 21 LIST OF SUBSIDIAIRIES OF ALPHA STAR ACQUISITION CORPORATION None |
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| March 31, 2023 |
Promissory note dated December 13, 2022.* EXHIBIT 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 31, 2023 |
Promissory note dated September 13, 2022.* EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUISITION CORPORATI |
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| March 31, 2023 |
Promissory note dated March 13, 2023.* EXHIBIT 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 31, 2023 |
Description of Registrant’s Securities.* EXHIBIT 4.2 Description of Securities ALPHA STAR ACQUISITION CORPORATION The following summary of the securities of Alpha Star Acquisition Corporation is qualified and based on the company’s Amended and Restated Memorandum and Articles of Association and the Warrant Agreement dated as of December 3, 2021 with Vstock Transfer LLC, both of which have been filed as exhibits to the is Form 10-K or hav |
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| February 14, 2023 |
ALSA / Alpha Star Acquisition Corp / Lighthouse Investment Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpha Star Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G0230C124 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2023 |
SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alpha Star Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G0230C108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alpha Star Acquisition Corporation (Name of Issuer) Common Stock (Title of Class of Securities) G0230C108 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT,CT 06880; (203) 341-0702 (Name, Address and Telephone Number of |
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| January 31, 2023 |
ALSA / Alpha Star Acquisition Corp / Yakira Capital Management, Inc. - 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpha Star Acquisition Corporation (Name of Issuer) Units, each consisting of one ordinary share, one right and one warrant (Title of Class of Securities) G0230C124 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST,SUITE 202, WESTPORT,CT 0 |
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| December 20, 2022 |
Submission of Matters to a Vote of Security Holders 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 December 20, 2022 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 00-0000000n/a (State or other jurisdiction of incor |
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| November 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| November 17, 2022 |
CORRESP 1 filename1.htm Steven Glauberman Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 Email: [email protected] Phone: (212) 599-3322 Fax: (212) 557-0295 November 17, 2022 VIA EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attention: Ms. Babe |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR A |
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| October 14, 2022 |
Financial Statements and Exhibits 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 October 14, 2022 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a00-0000000 (State or other jurisdiction of incorp |
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| October 14, 2022 |
Alpha Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination EX-99.1 2 alphastarex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Alpha Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination New York, October 14, 2022/Globe Newswire/ – Alpha Star Acquisition Corporation (the “Company” or “Alpha Star”) (NASDAQ: ALSA) (the “Company”) today announced that the Company has deposited into the Company’s trust account (the “Trust Account”) |
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| October 4, 2022 |
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 October 4, 2022 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a 00-0000000 (State or other jurisdiction of incorp |
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| September 14, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 14, 2022 |
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 September 14, 2022 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a 00-0000000 (State or other jurisdiction of inc |
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| September 14, 2022 |
Alpha Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination EX-99.1 3 alphastarex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Alpha Star Acquisition Corporation Announces to Extend Deadline to Consummate Business Combination New York, September 14, 2022/Globe Newswire/ – Alpha Star Acquisition Corporation (the “Company” or “Alpha Star”) (NASDAQ: ALSA) (the “Company”) today announced that the Company has deposited into the Company's trust account (the "Trust Account" |
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| September 13, 2022 |
Alpha Star Acquisition Corporation Signs Letter of Intent for a Business Combination EX-99.1 2 alphastaracqex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Alpha Star Acquisition Corporation Signs Letter of Intent for a Business Combination NEW YORK-(Globe Newswire)—Alpha Star Acquisition Corporation (the “Company”) today announced that it has entered into a non-binding letter of intent (“LOI”) for a business combination with Cyclebit Group (the “Cyclebit”). Founded in 2012, Cyclebit is a glo |
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| September 13, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 September 13, 2022 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a 00-0000000 (State or other jurisdiction of inc |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUIS |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUI |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUISITION CORPORATI |
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| March 30, 2022 |
EX-10.5 4 alphastaracqex10-5.htm EXHIBIT 10.5 EXHIBIT 10.5 ALPHA STAR ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 13th day of December 2021, by and between Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 80 Broad S |
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| March 30, 2022 |
EXHIBIT 21 LIST OF SUBSIDIAIRIES OF ALPHA STAR ACQUISITION CORPORATION None |
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| March 30, 2022 |
Description of Registrant’s Securities (3) EX-4.VI 2 alphastaracqex4-2.htm EXHIBIT (4)(VI) EXHIBIT 4.2 Description of Securities ALPHA STAR ACQUISITION CORPORATION The following summary of the securities of Alpha Star Acquisition Corporation is qualified and based on the company’s Amended and Restated Memorandum and Articles of Association and the Warrant Agreement dated as of December 3, 2021 with Vstock Transfer LLC, both of which have b |
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| March 30, 2022 |
Exhibit 10.2 ADMINISTRATIVE SERVICES AGREEMENT Alpha Star Acquisition Corporation 80 Broad Street, 5th Floor New York, NY 10004 Dated as of December 13, 2021 A-Star Management Corp. Ladies and Gentlemen: This letter agreement will confirm our mutual agreement that, commencing on the first date (the ?Effective Date?) that any securities of Alpha Star Acquisition Corporation (the ?Company?) register |
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| March 23, 2022 |
Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2022 |
ALSA / Alpha Star Acquisition Corp / Lighthouse Investment Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2022 |
ALSA / Alpha Star Acquisition Corp / Yakira Capital Management, Inc. Passive Investment SC 13G 1 alphastar13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alpha Star Acquisition Corporation (Name of Issuer) Units, each consisting of one ordinary share, one right and one warrant (Title of Class of Securities) G0230C124 (CUSIP Number) BRUCE KALLINS, PRINCIPAL; 1555 POST ROAD EAST, SU |
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| February 7, 2022 |
ALSA / Alpha Star Acquisition Corp / Weiss Asset Management LP Passive Investment Converted by EDGARwiz CUSIP NO. G0230C108 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ALPHA STAR ACQUISITION CORPORATION - (Name of Issuer) Ordinary Share, par value $0.001 - (Title of Cla |
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| January 14, 2022 |
Financial Statements and Exhibits 8-K 1 alphastaracq8k.htm 8-K 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 January 14, 2022 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a (State or other jur |
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| January 14, 2022 |
Exhibit 99.1 Press Release of Alpha Star Acquisition Corporation Alpha Star Acquisition Corporation Announces the Separate Trading of its Ordinary Shares, Rights and Warrants Commencing Tuesday, January 18, 2022 New York, New York, January 14, 2022: Alpha Star Acquisition Corporation (Nasdaq: ALSAU) (the ?Company?) announced that, commencing Tuesday, January 18, 2022, holders of the units sold in |
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| January 11, 2022 |
Feis Lawrence Michael - SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Alpha Star Acquisition Corporation (Name of Issuer) Ordinary shares, par value $ 0.001 (Title of Class of Securities) G0230C124 (CUSIP Nu |
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| December 23, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alpha Star Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G0230C124 (CUSIP Number) December 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| December 21, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 December 15, 2021 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a (State or other jurisdiction of incorporation) |
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| December 21, 2021 |
ALPHA STAR ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Exhibit 99.1 ALPHA STAR ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 15, 2021 F-3 Notes to the Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Alpha Star Acquisition Corporation Opinion on the Financial Statement We |
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| December 21, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alpha star acquisition corporation (Name of Issuer) Units (Title of Class of Securities) G0230C 132 (CUSIP Number) December 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| December 16, 2021 |
ALSA / Alpha Star Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Alpha Star Acquisition Corporation (Name of Issuer) Ordinary shares, par value $ 0.001 (Title of Class of Securities) G0230C124 (CUSIP Numb |
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| December 15, 2021 |
Exhibit 4.2 ALPAH STAR ACQUISITION CORPORATION RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of December 13, 2021 between Alpha Star Acquisition Corporation, a Cayman Islands company with offices at 80 Broad Street, 5th Floor, New York, New York 10004 (the ?Company?) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, |
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| December 15, 2021 |
8-K 1 tm2135327d18k.htm FORM 8-K 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 December 13, 2021 Date of Report (Date of earliest event reported) ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41153 n/a (State or othe |
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| December 15, 2021 |
EX-10.4 9 tm2135327d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 ALPHA STAR ACQUISITION CORPORATION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on December 13, 2021. Between: (1) ALPHA STAR ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the “Company”); and (2) (“Indemnitee”). Whereas: (A) Highly competent persons have become mor |
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| December 15, 2021 |
Amended and Restated Articles of Association effective as of December 13, 2021. Exhibit 3.1 FORM OF Companies Act (Revised) Company Limited by Shares Alpha Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [? ] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and options, with or without special rig |
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| December 15, 2021 |
EX-10.2 7 tm2135327d1ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 ALPHA STAR ACQUISITION corporation INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2021, by and between Alpha Star Path Acquisition Corporation, a Cayman Island corporation (the “Company”), and Wilmington Trust, National Association, a national banking a |
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| December 15, 2021 |
EX-10.1 6 tm2135327d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INSIDER’S LETTER December 3, 2021 Alpha Star Acquisition Corporation 80 Broad Street, 5th Floor New York, New York, 10004 Underwriter Representative Ladenburg Thalmann & Co., Inc. Re: Alpha Star Acquisition Corporation Public Offering; Voting, Lock-Up and Waiver Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in a |
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| December 15, 2021 |
Alpha Star Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering EX-99.1 10 tm2135327d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Alpha Star Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering December 13, 2021 11:19 ET | Source: Alpha Star Acquisition Corporation NEW YORK, Dec. 13, 2021 (GLOBE NEWSWIRE) - Alpha Star Acquisition Corporation, a Cayman Island exempt company (NASDAQ: ALSAU) announced today that it has priced its initial pub |
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| December 15, 2021 |
Exhibit 1.1 10,000,000 Units Alpha Star Acquisition Corporation UNDERWRITING AGREEMENT December 13, 2021 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Alpha Star Acquisition Corporation, a Cayman Islands company (“Company”), hereby confirms its agreement with Ladenburg |
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| December 15, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 13th day of December, 2021, by and among Alpha Star Acquisition Corporation., a Cayman Islands company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investo |
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| December 15, 2021 |
EX-4.1 4 tm2135327d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of December 13, 2021 between Alpha Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 80 Broad Street, 5th Floor, New York, NY 10004 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Laf |
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| December 14, 2021 |
Alpha Star Acquisition Corporation 10,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-257521 $100,000,000 Alpha Star Acquisition Corporation 10,000,000 Units Alpha Star Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) (I. |
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| December 9, 2021 |
Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th Floor New York, New York 10172 Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th Floor New York, New York 10172 December 9, 2021 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington DC 20549 Attention: Michael Davis and James Lopez Re: Alpha Star Acquisition Corporation Registration Statement on Form S-1 File No. 333-257521 Dear Mr. Davis and Mr. Lopez: Pursuant to |
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| December 9, 2021 |
ALPHA STAR ACQUISITION CORPORATION 80 Broad Street, 5th Floor New York, NY 10004 Tel.:(212) 837 7977 ALPHA STAR ACQUISITION CORPORATION 80 Broad Street, 5th Floor New York, NY 10004 Tel. |
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| December 9, 2021 |
Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th Floor New York, New York 10172 CORRESP 1 filename1.htm Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th Floor New York, New York 10172 December 9, 2021 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington DC 20549 Attention: Michael Davis and James Lopez Re: Alpha Star Acquisition Corporation Registration Statement on Form S-1 File No. 333-257521 Dear Mr. Davis an |
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| December 8, 2021 |
ALPHA STAR ACQUISITION CORPORATION 80 Broad Street, 5th Floor New York, NY 10004 Tel.:(212) 837 7977 ALPHA STAR ACQUISITION CORPORATION 80 Broad Street, 5th Floor New York, NY 10004 Tel. |
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| December 3, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 3, 2021 As filed with the U.S. Securities and Exchange Commission on December 3, 2021 Registration No. 333-257521 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of |
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| December 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 2, 2021 As filed with the U.S. Securities and Exchange Commission on December 2, 2021 Registration No. 333-257521 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of |
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| December 2, 2021 |
Form of Underwriting Agreement between Registrant and Ladenburg Thalmann Co., Inc.* EX-1.1 2 tm2119933d8ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units Alpha Star Acquisition Corporation FORM OF UNDERWRITING AGREEMENT [●], 2021 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Alpha Star Acquisition Corporation, a Cayman Islands company (“Company”), he |
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| December 2, 2021 |
Form of Rights Agreement between VStock Transfer LLC and the Registrant.* Exhibit 4.6 ALPAH STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2021 between Alpha Star Acquisition Corporation, a Cayman Islands company with offices at 80 Broad Street, 5th Floor, New York, New York 10004 (the ?Company?) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, Ne |
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| December 2, 2021 |
Form of Warrant Agreement between VStock Transfer LLC and the Registrant.* EX-4.5 3 tm2119933d8ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Alpha Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 80 Broad Street, 5th Floor, New York, NY 10004 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette P |
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| November 8, 2021 |
Brian C. Daughney, Esq. [email protected] Phone: (212) 599-3322 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, NY 10006 November 8, 2021 Via EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attn.: Michael Davis and James Lopez Re: Alpha Star A |
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| November 8, 2021 |
Exhibit 3.3 FORM OF Companies Act (Revised) Company Limited by Shares Alpha Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [? ] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and options, with or without special rig |
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| November 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 8, 2021 S-1/A 1 tm2119933d6s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on November 8, 2021 Registration No. 333-257521 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 67 |
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| September 29, 2021 |
Brian C. Daughney, Esq. [email protected] Phone: (212) 599-3322 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, NY 10006 September 28, 2021 Via EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attention: Mr. Peter McPhun, Ms. Shannon Menjivar R |
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| September 24, 2021 |
Specimen Rights Certificate.*** Exhibit 4.4 NUMBER ALPHA STAR ACQUISITION CORPORATION A CAYMAN ISLANDS COMPANY Form of RIGHTS CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Rights Certificate certifies that , or registered assigns, is the registered holder of a right or rights (the “Right”) to automatically receive one-seventh of one ordinary share, par value $0.001 per share (“Ordinary Share”), of Alpha Star Acquisi |
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| September 24, 2021 |
Form of Amended and Restated Articles of Association* EX-3.3 2 tm2119933d4ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 Companies Act (Revised) Company Limited by Shares Alpha Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [ ] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and op |
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| September 24, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 24, 2021 As filed with the U.S. Securities and Exchange Commission on September 24, 2021 Registration No. 333- 257521 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction |
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| September 24, 2021 |
Form of Rights Agreement between VStock Transfer LLC and the Registrant.* Exhibit 4.6 ALPAH STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2021 between Alpha Star Acquisition Corporation, a Cayman Islands company with offices at 80 Broad Street, 5th Floor, New York, New York 10004 (the ?Company?) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, Ne |
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| August 19, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 18, 2021 As filed with the U.S. Securities and Exchange Commission on August 18, 2021 Registration No. 333- 257521 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of |
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| August 19, 2021 |
Form of Amended and Restated Articles of Association* EX-3.3 2 tm2119933d2ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 Companies Act (Revised) Company Limited by Shares Alpha Star Acquisition Corporation AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [ ] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Table A Articles 5 2 Shares 5 Power to issue Shares and op |
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| August 18, 2021 |
CORRESP 1 filename1.htm August 18, 2021 VIA EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 450 Fifth Street N.W. Washington, DC 20549 Attention: Mr. Peter McPhun, Ms. Shannon Menjivar Re: Alpha Star Acquisition Corp. Registration Statement on Form S-1 Filed June 29, 2021 File No. 333-257521 To the Reviewing Staff Members of |
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| June 29, 2021 |
Promissory Note, dated as of March 26, 2021, issued to A-Star Management Corp.*** EX-10.1 10 tm2119933d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR |
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| June 29, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ALPHA STAR ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF ORDINARY SHARE, ONE-HALF OF ONE REDEEMABLE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit of Alpha Star Acquisition Corporation, Cayman Islands exempt company (the ?Company?) (?Unit?) consists of one (1) ordinary share, par value $0.0 |
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| June 29, 2021 |
Form of Memorandum of Association.*** Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS ALPHA STAR ACQUISITION CORPORATION An Exempted Company Limited By Shares MEMORANDUM AND ARTICLES OF ASSOCIATION THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS MEMORANDUM OF ASSOCIATION OF ALPHA STAR ACQUISITION CORPORATION An Exempted Company Limited By Shares 1 NAME The name of the Company is Alpha Star Acquisition Corporation. 2 ST |
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| June 29, 2021 |
Specimen Warrant Certificate.*** Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Redeemable Warrants THIS REDEEMABLE WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ALPHA STAR ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered a |
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| June 29, 2021 |
Exhibit 10.2 FORM OF INSIDER’S LETTER , 2021 Alpha Star Acquisition Corporation 80 Broad Street, 5th Floor New York, New York, 10004 Underwriter Representative Ladenburg Thalmann & Co., Inc. Re: Alpha Star Acquisition Corporation Public Offering; Voting, Lock-Up and Waiver Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the |
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| June 29, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders.*** Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2021, by and among Alpha Star Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors an |
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| June 29, 2021 |
Form of Compensation Committee Charter.*** Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ALPHA STAR ACQUISITION CORPORATION I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Alpha Star Acquisition Corporation, a Cayman Islands exempt company (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities re |
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| June 29, 2021 |
EX-10.5 14 tm2119933d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Alpha Star Acquisition Corp. 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002 Cayman Islands March 26, 2021 A-Star Management Corp. Craigmuir Chambers Road Town Tortola British Virgin Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Alpha Star Acquisition Corporation, a Cayman Isla |
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| June 29, 2021 |
Form of Indemnity Agreement.*** EX-10.7 16 tm2119933d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 ALPHA STAR ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [ ], 2021. Between: (1) ALPHA STAR ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the “Company”); and (2) (“Indemnitee”). Whereas: (A) Highly competent persons have become mo |
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| June 29, 2021 |
Form of Audit Committee Charter.*** Exhibit 99.1 AUDIT COMMITTEE CHARTER OF ALPHA STAR ACQUISITION CORPORATION Purpose The purposes of the Audit Committee (the ?Audit Committee?) of the Board of Directors (?Board?) of Alpha Star Acquisition Corporation, a Cayman Islands exempt company (?Company?) are to assist the Board in monitoring and overseeing: (1) the integrity of the annual, quarterly, and other financial statements of the Co |
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| June 29, 2021 |
Form of Nominating Committee Charter. *** Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF ALPHA STAR ACQUISITION CORPORATION The responsibilities and powers of the Nominating Committee (the ?Nominating Committee?) of the Board of Directors (?Board?) of Alpha Star Acquisition Corporation, a Cayman Islands exempt company (the ?Company?), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action |
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| June 29, 2021 |
Form of Warrant Agreement between VStock Transfer LLC and the Registrant.*** Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Alpha Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 80 Broad Street, 5th Floor, New York, NY 10004 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598, as warrant |
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| June 29, 2021 |
Exhibit 14 ALPHA STAR ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors of Alpha Star Acquisition Corporation, a Cayman Islands exempt company (the ?Company?), has adopted this code of ethics (the ?Code?), which is applicable to all directors, officers, and employees of the Company, with the intent to: ? promote honest and ethical conduct, including the ethical handling |
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| June 29, 2021 |
Exhibit 10.8 ADMINISTRATIVE SERVICES AGREEMENT Alpha Star Acquisition Corporation 80 Broad Street, 5th Floor New York, NY 10004 Dated?as of , 2021 M-Star Management Corp. Ladies and Gentlemen: This letter agreement will confirm our mutual agreement that, commencing on the first date (the ?Effective Date?) that any securities of Alpha Star Acquisition Corporation (the ?Company?) registered on the C |
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| June 29, 2021 |
Private Placement Units Purchase Agreement between the Registrant and A-Star Management Corp.*** EXHIBIT 10.6 ALPHA STAR ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this day of , 2021, by and between Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 80 Broad Street, 5th Floor, New York, New York 10004 and A-Star Mana |
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| June 29, 2021 |
Form of Rights Agreement between VStock Transfer LLC and the Registrant.* EX-4.6 9 tm2119933d1ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 ALPAH STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2021 between Alpha Star Acquisition Corporation, a Cayman Islands company with offices at 80 Broad Street, 5th Floor, New York, New York 10004 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with o |
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| June 29, 2021 |
Specimen Ordinary Share Certificate.*** Exhibit 4.2 NUMBER OF SHARES NUMBER CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS APHA STAR ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES This Certifies that , is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.001 EACH OF ALPHA STAR ACQUISITION CORPORATION (THE “COMPANY”) transferable on the books of the Company in person o |
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| June 29, 2021 |
Exhibit 4.4 NUMBER ALPHA STAR ACQUISITION CORPORATION A CAYMAN ISLANDS COMPANY Form of RIGHTS CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Rights Certificate certifies that , or registered assigns, is the registered holder of a right or rights (the ?Right?) to automatically receive one-tenth of one ordinary share, par value $0.001 per share (?Ordinary Share?), of Alpha Star Acquisiti |
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| June 29, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 29, 2021 As filed with the U.S. Securities and Exchange Commission on June 29, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Star Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or org |
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| June 29, 2021 |
Form of Articles of Association.*** EX-3.2 3 tm2119933d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS ARTICLES OF ASSOCIATION OF ALPHA STAR ACQUISITION CORPORATION An Exempted Company Limited By Shares 1 DEFINITIONS AND INTERPRETATION 1.1 The Regulations contained in Table A in the First Schedule to the Companies Act do not apply to the Company. In these Articles of Association, if not inconsist |
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| June 29, 2021 |
EXHIBIT 10.3 ALPHA STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Alpha Star Path Acquisition Corporation, a Cayman Island corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”) and VStock Transfer |
