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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: (212) 837-7977

 

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

 

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Cover
Jul. 13, 2023
Document Type 8-K
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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
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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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