Alpha Star Files 8-K on Charter Amendments, Shareholder Vote

Ticker: ALSWF · Form: 8-K · Filed: Jan 12, 2024 · CIK: 1865111

Complexity: simple

Sentiment: neutral

Topics: corporate-governance, spac, shareholder-vote, amendments

TL;DR

**Alpha Star is changing its rules, likely prepping for a deal; watch for details on shareholder impact.**

AI Summary

Alpha Star Acquisition Corp. filed an 8-K on January 12, 2024, reporting an event from January 10, 2024, related to amendments to its Articles of Incorporation or Bylaws and the submission of matters to a vote of security holders. This indicates the company is likely making changes to its fundamental structure or operations, possibly in preparation for a business combination, which is typical for a Blank Check company. For investors, this matters because such changes can significantly impact shareholder rights, the company's future direction, and its ability to complete a merger.

Why It Matters

This filing signals potential changes to Alpha Star Acquisition Corp.'s corporate governance or structure, which could affect its ability to complete a merger or alter shareholder rights.

Risk Assessment

Risk Level: medium — Changes to corporate bylaws and shareholder votes can introduce uncertainty regarding the company's future direction and potential business combinations.

Analyst Insight

Investors should monitor subsequent filings (like proxy statements) for details on the proposed amendments and matters to be voted on, as these will clarify the impact on the company's structure and potential business combination plans.

Key Players & Entities

FAQ

What specific items were reported in this 8-K filing by Alpha Star Acquisition Corp.?

The 8-K reported 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' and 'Submission of Matters to a Vote of Security Holders' under Item Information, with the earliest event reported on January 10, 2024.

What is the significance of Alpha Star Acquisition Corp. being classified as a 'Blank Check' company?

As a 'Blank Check' company (SIC code 6770), Alpha Star Acquisition Corp. is a Special Purpose Acquisition Company (SPAC) formed to raise capital through an IPO with the purpose of acquiring an existing private company, which means these reported changes are likely related to facilitating such a merger.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 10, 2024, as stated under 'Date of Report (Date of earliest event reported)'.

What is the business address and phone number of Alpha Star Acquisition Corp.?

Alpha Star Acquisition Corp.'s business address is 80 Broad Street, 5th Floor, New York, New York 10004, and its telephone number is (212) 837-7977.

What is the par value of Alpha Star Acquisition Corp.'s ordinary shares?

The filing indicates that the ordinary shares have a par value of $0.001, as seen in the XBRL tag 'alsa:OrdinaryShareParValue0.001Member'.

Filing Stats: 1,468 words · 6 min read · ~5 pages · Grade level 19.3 · Accepted 2024-01-12 10:53:16

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 10, 2024, Alpha Star Acquisition Corporation, a Cayman Islands exempted company ("Alpha Star" or the "Company") held an Extraordinary General Meeting of its shareholders. At the Extraordinary General Meeting, the shareholders approved certain amendments to Alpha Star's amended and restated memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association") as described in further detail in Item 5.07 of this Current Report on Form 8-K. The proposed amendments to the Company's Amended and Restated Memorandum and Articles of Association approved by the Company's shareholders were to (i) extend the date by which Alpha Star must consummate a business combination to September 15, 2024 (the "Extension Amendment Proposal"); (ii) allow the Company to undertake an initial business combination with an entity or business ("Target Business"), with a physical presence, operation, or other significant ties to China (a "China-based Target") or which may subject the post-business combination business or entity to the laws, regulations and policies of China (including Hong Kong and Macao), or an entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements ("VIE Agreements") with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target (the "WFOE"), on the other side (the "Target Limitation Amendment Proposal"); and (iii) eliminate the limitation that the Company shall not redeem its public shares to the extent that such redemption would result in the ordinary shares, or the securities of any entity that succeeds the Company as a public company, becoming "penny stock" (as defined in accordance with Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or cause the Company to not meet any greater

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Extraordinary General Meeting, there were 10,315,138 ordinary shares of Alpha Star present in person or represented by proxy, representing 84.08% of the outstanding ordinary shares of Alpha Star as of December 7, 2023, the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business. At the Extraordinary General Meeting, each of the proposals described below was approved by the Company's shareholders of record. The final results for the votes regarding each proposal are set forth in the following tables. Each of the proposals is described in detail in the Company's Proxy Statement. Proposal 1 (Extension Proposal): Approval of amending Alpha Star's Amended and Restated Memorandum and Articles of Association to extend the date by which Alpha Star must consummate a business combination (the "Extension") to September 15, 2024 (the "Extended Date") and reduce the amount of the fee to extend such time period, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2: For Against Abstain Broker Non-Votes Extension Proposal 9,337,062 978,076 0 0 1 Proposal 2 (Target Limitation Amendment Proposal): Approval of amending Alpha Star's Amended and Restated Memorandum and Articles of Association to allow the Company to undertake an initial business combination with an entity or business ("Target Business"), with a physical presence, operation, or other significant ties to China (a "China-based Target") or which may subject the post-business combination business or entity to the laws, regulations and policies of China (including Hong Kong and Macao), or an entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements ("VIE Agreements") with the VIE an

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 3.1 Amendments to Amended and Restated Memorandum and Articles of Association 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf as of January 12, 2024 by the undersigned hereunto duly authorized. ALPHA STAR ACQUISITION CORPORATION By: /s/ Zhe Zhang Zhe Zhang, Chief Executive Officer 3

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