Alpha Star Acquisition Corp. Files 2023 10-K

TL;DR

Alpha Star Acquisition Corp. (ALSA) filed its 2023 10-K, detailing financials and share structure. No major business updates.

AI Summary

Alpha Star Acquisition Corp. filed its 10-K for the fiscal year ending December 31, 2023. The company, a blank check company, is focused on real estate and construction. Its filing details its share structure, including ordinary shares, rights, and redeemable warrants, and provides financial data for the fiscal years 2023 and 2022.

Why It Matters

This filing provides a comprehensive overview of Alpha Star Acquisition Corp.'s financial health and operational structure for the past fiscal year, crucial for investors assessing the company's performance and future prospects.

Risk Assessment

Risk Level: low — The filing is a standard annual report for a SPAC with no immediate red flags or significant new risks disclosed.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period for the 10-K)
• 2022-12-31 — Prior Fiscal Year End (Comparative financial data)
• 0001865111 — Central Index Key (Unique identifier for the filer)

Key Players & Entities

• Alpha Star Acquisition Corp. (company) — Filer of the 10-K
• 2023-12-31 (date) — Fiscal year end
• 2022-12-31 (date) — Prior fiscal year end
• 80 BROAD STREET (address) — Company business and mailing address
• ALSA (ticker) — Company ticker symbol

FAQ

Key Financial Figures

• $0.001 — arket, LLC Ordinary Shares, Par Value $0.001 Per Share ALSA The Nasdaq Stock Mar
• $11.19 — based upon a per share closing price of $11.19 on December 29, 2023) respectively. A
• $10.00 — , we sold units at an offering price of $10.00 and consisting of one ordinary share, o
• $115,000,000 — 000 units, generating gross proceeds of $115,000,000. Simultaneously with the closing of the
• $3,300,000 — rating gross proceeds to the Company of $3,300,000. The Private Placement Units are identi
• $5,669,696 — mended. Transaction costs amounted to $5,669,696, consisting of $2,300,000 of underwriti
• $2,300,000 — s amounted to $5,669,696, consisting of $2,300,000 of underwriting fees, $2,875,000 of def
• $2,875,000 — ing of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $494,
• $494,696 — 5,000 of deferred underwriting fees and $494,696 of other offering costs. A total of $11
• $112,700,000 — . A total of $115,000,000, comprised of $112,700,000 of the proceeds from the IPO (which amo
• $26,094,883 — deemed, amounting to a total payment of $26,094,883, distributed between July and August 20
• $6,191,522 — Company had working capital deficit of $6,191,522, included the over-withdraw of $15,000
• $15,000 — ,191,522, included the over-withdraw of $15,000 from Marketable Security held in trust.
• $11.50 — nary share of the Company at a price of $11.50 per whole share. The units began separa
• $300,000,000 — ith a total enterprise value of between $300,000,000 and $600,000,000. We believe that there

Filing Documents

• form10-k.htm (10-K) — 877KB
• ex4-2.htm (EX-4.2) — 23KB
• ex10-1.htm (EX-10.1) — 21KB
• ex10-2.htm (EX-10.2) — 21KB
• ex10-3.htm (EX-10.3) — 21KB
• ex31-1.htm (EX-31.1) — 8KB
• ex31-2.htm (EX-31.2) — 8KB
• ex32-1.htm (EX-32.1) — 4KB
• ex32-2.htm (EX-32.2) — 4KB
• 0001493152-24-026223.txt ( ) — 3723KB
• alsa-20231231.xsd (EX-101.SCH) — 33KB
• alsa-20231231_cal.xml (EX-101.CAL) — 31KB
• alsa-20231231_def.xml (EX-101.DEF) — 152KB
• alsa-20231231_lab.xml (EX-101.LAB) — 228KB
• alsa-20231231_pre.xml (EX-101.PRE) — 177KB
• form10-k_htm.xml (XML) — 369KB

Business

Item 1. Business 1

Risk Factors

Item 1A. Risk Factors 11

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 28

Cybersecurity

Item 1C. Cybersecurity 28

Properties

Item 2. Properties 28

Legal Proceedings

Item 3. Legal Proceedings 28

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 28 PART II Item 5. Market for the Registrant's Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities 29

Reserved

Item 6. Reserved 30

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 31

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 35

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 35

Controls and Procedures

Item 9A. Controls and Procedures 35

Other Information

Item 9B. Other Information 36

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 36 PART III

Directors and Executive Officers of the Registrant

Item 10. Directors and Executive Officers of the Registrant 37

Executive Compensation

Item 11. Executive Compensation 39

Security Ownership of Certain Beneficial Owners and Management

Item 12. Security Ownership of Certain Beneficial Owners and Management 40

Certain Relationships and Related Transactions

Item 13. Certain Relationships and Related Transactions 42

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 44 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules F-1

Form 10-K Summary

Item 16. Form 10-K Summary 45 i FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predicts," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about our: ability to complete our initial business combination; success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; potential ability to obtain additional financing to complete a business combination; pool of prospective target businesses; ability of our officers and directors to generate a number of potential investment opportunities; potential change in control if we acquire one or more target businesses for shares or other forms of equit

Business

Business with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. Companies with Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value. Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. 3 These criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor and management team may deem relevant. In the event that we decide to enter into an business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our business combination, which, as discussed in this report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the United States Securities and Exchange Commission, or the SEC. In evaluating a prospective target business, we expect to conduct a due diligence revi

View Full Filing

View this 10-K filing on SEC EDGAR