Alpha Star Acquisition Corp. Signs Material Definitive Agreement
Ticker: ALSWF · Form: 8-K · Filed: Sep 13, 2024 · CIK: 1865111
Sentiment: neutral
Topics: material-definitive-agreement, blank-check-company, real-estate
TL;DR
Alpha Star Acquisition Corp. signed a big deal on 9/12/24. Details TBD.
AI Summary
Alpha Star Acquisition Corp. entered into a Material Definitive Agreement on September 12, 2024. The company, headquartered in New York, NY, is a blank check company focused on real estate and construction. Specific details of the agreement are not provided in this filing excerpt.
Why It Matters
This filing indicates a significant development for Alpha Star Acquisition Corp., suggesting progress towards a potential business combination or acquisition, which could impact its shareholders.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which is a significant event, but the lack of specific details about the agreement introduces uncertainty.
Key Players & Entities
- Alpha Star Acquisition Corp. (company) — Registrant
- New York, NY (location) — Business Address City/State
- September 12, 2024 (date) — Date of Report/Earliest Event
FAQ
What type of Material Definitive Agreement did Alpha Star Acquisition Corp. enter into?
The filing states that Alpha Star Acquisition Corp. entered into a Material Definitive Agreement on September 12, 2024, but does not specify the nature or terms of the agreement.
What is the business focus of Alpha Star Acquisition Corp.?
Alpha Star Acquisition Corp. is a blank check company with a Standard Industrial Classification of 'BLANK CHECKS [6770]' and a focus on 'Real Estate & Construction'.
When was the report filed with the SEC?
The report was filed on September 13, 2024.
What is the company's charter location?
The company's charter is in the Cayman Islands.
What is the business phone number listed for Alpha Star Acquisition Corp.?
The business phone number listed is 332-233-4356.
Filing Stats: 4,550 words · 18 min read · ~15 pages · Grade level 20 · Accepted 2024-09-13 09:00:13
Key Financial Figures
- $0.001 — isting of one ordinary share, par value $0.001 , one redeemable warrant to purchase on
- $12.50 — r Share Trading Price equals or exceeds $12.50 per share (as adjusted for share splits
Filing Documents
- form8-k.htm (8-K) — 114KB
- ex2-1.htm (EX-2.1) — 752KB
- ex10-1.htm (EX-10.1) — 70KB
- ex10-2.htm (EX-10.2) — 44KB
- ex10-3.htm (EX-10.3) — 93KB
- ex10-4.htm (EX-10.4) — 135KB
- ex99-1.htm (EX-99.1) — 24KB
- 0001493152-24-036120.txt ( ) — 1670KB
- alsau-20240912.xsd (EX-101.SCH) — 4KB
- alsau-20240912_def.xml (EX-101.DEF) — 31KB
- alsau-20240912_lab.xml (EX-101.LAB) — 38KB
- alsau-20240912_pre.xml (EX-101.PRE) — 28KB
- form8-k_htm.xml (XML) — 8KB
Business
Business Combination Agreement On September 12, 2024, Alpha Star Acquisition Corporation ("Alpha Star"), a Cayman Islands exempted company, entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement") with OU XDATA GROUP ("XDATA"), a company incorporated in Estonia, and Roman Eloshvili, the sole shareholder of XDATA. The Business Combination Agreement provides for (i) SPAC will incorporate a Cayman Islands exempted company ("PubCo") in accordance with the Companies Act (Revised) of the Cayman Islands, (ii) the merger of Alpha Star with and into PubCo (the "Reincorporation Merger"), with PubCo surviving the Reincorporation Merger, and (iii) the share exchange between PubCo and the shareholder of XDATA (the "Share Exchange", together with Reincorporation Merger, the "Transactions" or the "Business Combination"), resulting in XDATA being a wholly owned subsidiary of PubCo. Following the Business Combination, PubCo will be a publicly traded company. Pursuant to the Business Combination Agreement and subject to the approval of the shareholders of Alpha Star and XDATA, among other things, at the effective time of the Reincorporation Merger (the "First Effective Time"), (i) each ordinary share of Alpha Star, par value $0.001 per share (the "Alpha Star Ordinary Shares"), issued and outstanding, will automatically be converted into the right of the holder thereof to receive one (1) ordinary share of PubCo (the "PubCo Ordinary Shares"); (ii) each issued and outstanding warrant of Alpha Star sold to the public and to A-Star Management Corporation, a Cayman Islands limited liability company (the "Sponsor"), in a private placement in connection with Alpha Star's initial public offering (the "Alpha Star Warrants") will automatically and irrevocably be assumed by PubCo and converted into one (1) corresponding warrant exercisable to purchase one-half (1/2) of one PubCo Ordinary Shar