Alpha Star Seeks Year-Long Extension to Avoid Liquidation

TL;DR

**Vote FOR the extension or redeem your shares for a quick 97% profit, because this SPAC is either merging or liquidating at a premium.**

AI Summary

Alpha Star Acquisition Corp (ALSWF) is seeking shareholder approval to extend its deadline for completing a business combination from December 15, 2025, to December 15, 2026. This extension, requiring up to twelve one-month increments, will cost Alpha Star $35,000 for each month, deposited into the Trust Account. The company previously secured shareholder approval for a business combination with XDATA on May 2, 2025, and an initial extension to December 15, 2025, on June 12, 2025. As of September 30, 2025, the Trust Account held approximately $666,445, equating to about $24.9 per share, significantly higher than the November 17, 2025, closing share price of $12.63. If the extension proposals are not approved, Alpha Star will be forced to liquidate, redeeming 100% of outstanding Public Shares at their pro rata trust account value. Notably, 16,029 Public Shares were redeemed in connection with the May 2, 2025, Business Combination Meeting, but no redemptions occurred during the June 12, 2025, extension vote.

Why It Matters

This extension is critical for Alpha Star Acquisition Corp's survival, as failure to secure it would trigger liquidation and return capital to shareholders at approximately $24.9 per share, a substantial premium over the current $12.63 market price. For investors, this presents a clear choice: support the extension to potentially realize the XDATA merger's upside, or redeem shares for a guaranteed, higher cash value. Employees and customers of XDATA face uncertainty, as the merger's delay could impact strategic plans and operational stability. In the competitive SPAC market, this filing highlights the ongoing challenges of deal completion and the importance of investor patience, or the option to exit at a premium.

Risk Assessment

Risk Level: medium — The risk is medium because while liquidation offers a significant premium ($24.9 per share vs. $12.63 market price), the company's ability to complete the XDATA business combination remains uncertain, requiring further extensions and payments of $35,000 per month. The current market price of $12.63 suggests investor skepticism about the merger's success, despite previous shareholder approvals.

Analyst Insight

Investors should carefully weigh the potential upside of the XDATA merger against the immediate, guaranteed return from redemption. If the extension is approved, consider holding for the merger's completion; if not, exercise redemption rights to capture the approximately $24.9 per share value, which is a 97% premium over the current $12.63 share price.

Key Numbers

• $35,000 — Extension Payment (Cost for each one-month extension to the Trust Account)
• December 15, 2025 — Current Termination Date (Original deadline for business combination)
• December 15, 2026 — Extended Date (Proposed new deadline for business combination)
• $666,445 — Trust Account Balance (Amount in trust account as of September 30, 2025)
• $24.9 — Per Share Pro Rata Amount (Value per share in the trust account as of September 30, 2025)
• $12.63 — Closing Share Price (Alpha Star's share price on OTC Markets on November 17, 2025)
• 16,029 — Public Shares Redeemed (Number of shares redeemed in connection with May 2, 2025, Business Combination Meeting)
• 2/3 — Required Vote (Fraction of votes needed to approve the Charter Amendment Proposal)

Key Players & Entities

• Alpha Star Acquisition Corporation (company) — Registrant seeking extension
• XDATA (company) — Target for business combination
• Roman Eloshvili (person) — Sole shareholder of XDATA
• Wilmington Trust, N.A. (company) — Trustee for the Trust Agreement
• PubCo (company) — Surviving entity post-Reincorporation Merger
• Zhe Zhang (person) — Chief Executive Officer of Alpha Star Acquisition Corporation
• SEC (regulator) — U.S. Securities and Exchange Commission
• Han Kun LLP (company) — Location of Extraordinary General Meeting

FAQ

Risk Factors

• Liquidation Risk [high — financial]: Failure to approve the extension proposals will force Alpha Star Acquisition Corp. to liquidate, redeeming 100% of outstanding Public Shares at their pro rata trust account value. As of September 30, 2025, the Trust Account held $666,445, equating to approximately $24.9 per share.
• Business Combination Deadline [high — operational]: The company requires shareholder approval to extend its deadline for completing a business combination from December 15, 2025, to December 15, 2026. This extension is critical to avoid liquidation and is contingent on shareholder votes.
• Extension Costs [medium — financial]: Each one-month extension to the business combination deadline will cost Alpha Star $35,000, to be deposited into the Trust Account. This represents a recurring financial commitment to maintain the possibility of a business combination.
• Shareholder Redemption Rights [medium — legal]: Public shareholders have the right to redeem their shares for their pro rata portion of the trust account funds if the extension proposals are not approved or if a business combination is not completed by the Extended Date of December 15, 2026. This can impact the available capital for a business combination.

Industry Context

Alpha Star Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) industry. SPACs are shell companies that raise capital through an IPO to acquire an existing company. The current environment for SPACs is characterized by increased regulatory scrutiny and a challenging market for completing business combinations within the typical two-year timeframe. Many SPACs are facing extensions or liquidations due to difficulties in finding suitable targets or closing deals.

Regulatory Implications

The company's proposed extension is subject to SEC regulations governing proxy solicitations and SPACs. Shareholders' redemption rights are a key regulatory feature designed to protect investors. Failure to comply with disclosure requirements or shareholder voting rules could lead to regulatory action.

What Investors Should Do

1. Review the proxy statement carefully.
2. Evaluate your position on the business combination with XDATA.
3. Vote on the proposals by December 11, 2025.
4. Compare the trust account value per share to the market price.

Key Dates

• 2025-12-11: Extraordinary General Meeting of Shareholders — Shareholders will vote on proposals to extend the deadline for completing a business combination.
• 2025-12-15: Current Termination Date — The current deadline for Alpha Star Acquisition Corp. to complete a business combination.
• 2026-12-15: Proposed Extended Date — The proposed new deadline for Alpha Star Acquisition Corp. to complete a business combination if approved.
• 2025-09-30: Trust Account Balance Date — Date as of which the Trust Account balance was reported at $666,445.
• 2025-05-02: Business Combination Meeting — Shareholders previously approved the business combination with XDATA; 16,029 Public Shares were redeemed.
• 2025-06-12: Extension Vote Meeting — Shareholders approved an initial extension to December 15, 2025; no shares were redeemed.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders when a company is soliciting their proxy votes. (This document is the proxy statement for Alpha Star Acquisition Corp.'s shareholder meeting regarding the extension.)

Trust Account

An account holding the proceeds from a company's initial public offering (IPO) that is typically used to fund a business combination or returned to shareholders upon liquidation. (The balance in the Trust Account is critical for determining the per-share redemption value and the company's ability to fund extensions.)

Business Combination

The merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. (Alpha Star Acquisition Corp. is seeking to extend its deadline to complete its announced business combination with XDATA.)

Redemption

The process by which public shareholders can elect to have their shares repurchased for cash, typically at a price based on the amount in the trust account. (Shareholders have redemption rights if the extension proposals are not approved or if the business combination is not completed by the deadline.)

Extension Payment

A payment made to the Trust Account to extend the deadline for completing a business combination. (Alpha Star Acquisition Corp. must deposit $35,000 per month for each extension.)

Charter Amendment Proposal

A shareholder proposal to amend the company's articles of association, in this case, to extend the business combination deadline. (This is one of the key proposals shareholders are being asked to vote on.)

Trust Agreement

The legal agreement governing the trust account established by the company, typically with a trustee. (The company is seeking to amend this agreement to allow for extensions.)

Public Shares

Ordinary shares sold to the public in the company's initial public offering. (Holders of Public Shares are the ones voting on the proposals and have redemption rights.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the proposed extension of the business combination deadline, a critical event for Alpha Star Acquisition Corp. Unlike previous filings that might have detailed the progress of the business combination itself, this document highlights the financial commitment required for extensions ($35,000 per month) and the potential for liquidation if shareholder approval is not obtained. The trust account balance of $666,445 as of September 30, 2025, and the per-share value of $24.9 are key metrics presented, contrasting with the market price of $12.63. The filing also notes past redemption activity, with 16,029 shares redeemed in May 2025 for the initial business combination vote, but none in June 2025 for the first extension.

Key Financial Figures

• $35,000 — 26 by depositing into the Trust Account $35,000 (the “ Extension Payment ”)
• $666,445 — ember 30, 2025, there was approximately $666,445 in the trust account, representing a pe
• $24.9 — share pro rata amount of approximately $24.9. The closing price of Alpha Star’
• $12.63 — he OTC Markets on November 17, 2025 was $12.63. Alpha Star cannot assure shareholders
• $100,000 — eposit in the Trust Account (less up to $100,000 of the net interest earned thereon to p

Filing Documents

• formdef14a.htm (DEF 14A) — 373KB
• 0001493152-25-025060.txt ( ) — 374KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy 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)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 Alpha Star Acquisition Corporation (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ALPHA STAR ACQUISITION CORPORATION 100 Church Street, 8th Floor New York, NY 10007 (332) 233-4356 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 11, 2025 TO THE SHAREHOLDERS OF ALPHA STAR ACQUISITION CORPORATION: You are cordially invited to attend the Extraordinary General Meeting of shareholders (the “ Extraordinary General Meeting ”) of Alpha Star Acquisition Corporation (“ Alpha Star ,” “ Company ,” “ we ,” “ us ” or “ our ”). The Extraordinary General Meeting will be held: At: offices of Han Kun LLP, located at 551 Madison Avenue, Suite 1308, New York, NY 10022 On: December 11, 2025 Time: 8:30 a.m. (Eastern time) As an extraordinary general meeting of the Company’s shareholders, the Extraordinary General Meeting is being held for the purpose of considering and voting upon the following proposals: 1. a proposal of ordinary resolution to amend the Company’s investment management trust agreement (the “ Trust Agreement ”), dated December 9, 2021, entered into by the Company and Wilmington Trust, N.A., as trustee (the “ Trustee ”), as amended, to provide the Company with the discretion to extend the date on which to commence liquidating the trust account (the “ Trust Account ”) established in connection with the Company’s initial public offering (the “ IPO ”) up to twelve (12)additional times, each by a period of one month (the “ Extension ”), from December 15, 2025 to December 15, 2026 by depositing into the Trust Account $35,000 (the “ Extension Payment ”) for each one-month extension. The Trust Amendment is attached to the accompanying proxy statement as Annex A (the “ Proposal 1 ” or “ Trust Amendment Proposal ”); 2. a proposal of special resolution to amend the Company’s amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) to extend the date by which the Company must consummate a business combination to December 15, 2026 (the “ Extended Date ”), 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 in the form set forth in Annex B of the accompanying proxy statement (the “ Proposal 2 ” or “ Charter Amendment Proposal ”); and 3. a proposal of ordinary resolution to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve any of the foregoing proposals (the “ Proposal 3 ” or “ Adjournment Proposal ”). Each of the Trust Amendment Proposal, the Charter Amendment Proposal and the Adjournment Proposal will be more fully described in the accompanying proxy statement. The purpose of the Trust Amendment Proposal and the Charter Amendment Proposal is to allow Alpha Star to extend the period of time to finalize closing conditions and to consummate our previously announced business combination. On September 12, 2024, Alpha Star entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with XDATA and Roman Eloshvili, the sole shareholder of XDATA. The Business Combination Agreement provides for (i) Alpha Star will incorporate 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

View Full Filing

View this DEF 14A filing on SEC EDGAR