8-K - ALSAF - Equibles

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

July26, 2024

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<br> or other jurisdiction<br><br> of incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> Identification No.)
80 Broad Street, 5th Floor, New York , New York	10004
---	---
(Address<br> of principal executive offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement<br> 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. ☐

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units,<br> each consisting of one ordinary share, par value $0.001, one redeemable warrant to purchase one-half ordinary share and one right<br> to acquire 1/7 of an ordinary share	ALSAU	The<br> Nasdaq Stock Market LLC
Ordinary<br> Share, par value $0.001	ALSA	The<br> Nasdaq Stock Market LLC
Redeemable<br> warrants, each warrant exercisable for one-half of an ordinary share	ALSAW	The<br> Nasdaq Stock Market LLC
Rights,<br> each to receive one-seventh (1/7) of one ordinary share	ALSAR	The<br> Nasdaq Stock Market LLC

Item8.01. Other Events.

AlphaStar Regains Compliance with Nasdaq Listing Rule 5250(c)(1)

Alpha Star Acquisition Company (the “Company” or “Alpha Star”) has received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) dated July 26, 2024, which states that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) after the filing of its Annual Report on Form 10-K for the period ended December 31, 2023 on July 3, 2024 and that this matter was closed.

As previously disclosed by the Company in its Form 8-K filed on June 6, 2024, the Company received a delinquency notification letter (the “Notice”) dated May 31, 2024 from Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Annual Report for the period ended December 31, 2023 and its Quarterly Report for the period ended March 31, 2024. The Notice provided that the Company had 60 calendar days, or until July 30, 2024, to submit to Nasdaq a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days, or until October 14, 2024, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

On July 30, 2024, the Company has filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024, pursuant to Nasdaq Listing Rule 5250(c)(1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:<br> July 31, 2024
	ALPHA STAR ACQUISITION CORPORATION
	By:	/s/ Zhe Zhang
	Name:	Zhe<br> Zhang
	Title:	Chief<br> Executive Officer