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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) |
(Commission File Number) |
(IRS
Employer Identification No.) |
|
80 Broad Street, 5th Floor New York, NY 10004 |
10001 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (202) 837-7977
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Ordinary Share, one right and one warrant | ALSAU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares, $0.001 par value | ALSA | The Nasdaq Stock Market LLC | ||
| Rights, each entitling the Holder to receive one-seventh (1/7) of one Ordinary Share | ALSAR | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each entitling the Holder to purchase one-half (1/2) of Ordinary Share | ALSAW | The Nasdaq Stock Market LLC |
Item 7.01. Regulation FD Disclosure
On June 24, 2024, the Company issued a press release announcing its entry into a letter of intent for a business combination. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 24, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: June 24, 2024 | Alpha Star Acquisition Corporation | |
| By: | /s/ Zhe Zhang | |
| Name: | Zhe Zhang | |
| Title: | Chief Executive Officer and Director | |
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 June 19, 2024.
Xdata provides a range of specialized products, including an Internet Banking Suite, Mobile Banking Apps for banks and EMIs, and a comprehensive CRM solution. Xdata is also excited to announce the launch of its new product, ComplyControl, designed to enhance client satisfaction. Key features include advanced analytics powered by AI and machine learning for better accuracy and decision-making, real-time monitoring with continuous updates from global sanctions lists, PEP registries, and media sources, and personalized service offering custom solutions tailored to satisfy each client’s needs. The product also boasts seamless integration, fitting easily with existing systems without disruption, and global coverage for comprehensive screening across multiple jurisdictions. Additionally, it offers customizable screening with flexible criteria and thresholds, ensuring a balance of thoroughness and efficiency. Xdata remains dedicated to providing top-quality service and value.
“We are excited to announce this LOI with Xdata,” said Zhe Zhang, CEO of Alpha Star. “Xdata is emerging as a leader in the financial technology solutions industry in Estonia, and we believe that this transaction will also enable Xdata to access more capital and move towards listing on Nasdaq, driving further growth and innovation.”
“We are excited to enter this partnership to meet our commitment to focus on the next generation financial technology solutions,” said Roman Eloshvili, CEO of Xdata. “This partnership into the public markets broadens our investor base and the combined company will have a strong platform to drive innovation, accelerate growth, and enhance shareholder value.”
About Alpha Star Acquisition Corporation
Alpha Star Acquisition Corporation is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
About XDATA GROUP OÜ
Xdata is an innovative software development company based in Estonia, known for its expertise in financial technology solutions. The company provides a range of specialized products, including an Internet Banking Suite, Mobile Banking Apps for banks and EMIs, the AI-enhanced transaction monitoring solution ComplyControl, and a comprehensive CRM solution.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contacts:
Zhe Zhang
Chief Executive Officer
Email: zhangzhe@siftcap.cn
Source: Alpha Star Acquisition Corporation