Form 8-K - Current report

 

 

 

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

 

July 13, 2023

Date of Report (Date of earliest event reported)

 

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)		(I.R.S. Employer Identification No.)

 

80 Broad Street, 5th Floor, New York, New York		10004
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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, par value $0.001, one redeemable warrant to purchase one-half ordinary share and one right to acquire 1/7 of an ordinary share		ALSAU		The Nasdaq Stock Market LLC
Ordinary Share, par value $0.001		ALSA		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one-half (1/2) of an ordinary share		ALSAW		The Nasdaq Stock Market LLC
Rights, each to receive one-seventh (1/7) of one ordinary share		ALSAR		The Nasdaq Stock Market LLC

 

 

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the Annual General Meeting of Alpha Star Acquisition Corporation, which was held on July 13, 2023, 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:

 

Approval of the appointment of five (5) directors to serve as members of our Board to hold office until the next annual meeting of shareholders or until their respective successors have been elected and qualified:

 

		For				Withheld
Zhe Zhang			10,619,127				87,384
Guojian Chen			10,435,387				271,124
Patrick Swint			10,501,865				204,646
Xiaofeng Zhou			10,501,865				204,646
Huei-Ching Huang			10,435,387				271,124

 

Proposal 2:

 

Approval of ratifying the appointment of UHY LLP (the “UHY”) as our independent registered public accounting firm for the fiscal year ended December 31, 2023:

 

		For				Against				Abstain
Ratification of Appointment of Independent Auditor Proposal			12,507,305				0				4,686

 

Proposal 3:

 

Approval of amending the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination to March 15, 2024, 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 A of the accompanying proxy statement:

 

		For				Against				Abstain
Extension Proposal			10,454,206				199,960				52,345

 

Proposal 4:

 

Approval of an adjournment of the Annual General Meeting to a later date or dates to permit further solicitation of proxies:

 

		For				Against				Abstain
Adjournment Proposal			9,642,826				1,042,291				21,394

 

Because all of the other proposals had received the requisite approval, this Proposal 4 was rendered moot and not voted at the Annual General Meeting.

 

A total of 2,436,497 ordinary shares were presented for redemption in connection with the Annual General Meeting.

 

1

 

 

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 July 13, 2023 by the undersigned hereunto duly authorized.

 

	ALPHA STAR ACQUISITION CORPORATION
	By:	/s/ Zhe Zhang
		Zhe Zhang, Chief Executive Officer

 

2

 

Cover	Jul. 13, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 13, 2023
Entity File Number	001-41153
Entity Registrant Name	ALPHA STAR ACQUISITION CORPORATION
Entity Central Index Key	0001865111
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	80 Broad Street
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	(212)
Local Phone Number	837-7977
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one ordinary share, par value $0.001,
Title of 12(b) Security	Units, each consisting of one ordinary share, par value $0.001,
Trading Symbol	ALSAU
Security Exchange Name	NASDAQ
Ordinary Share, par value $0.001
Title of 12(b) Security	Ordinary Share, par value $0.001
Trading Symbol	ALSA
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable
Title of 12(b) Security	Redeemable warrants, each warrant exercisable
Trading Symbol	ALSAW
Security Exchange Name	NASDAQ
Rights, each to receive one-seventh (1/7) of one ordinary share
Title of 12(b) Security	Rights, each to receive one-seventh (1/7) of one ordinary share
Trading Symbol	ALSAR
Security Exchange Name	NASDAQ

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