Alpha Star Acquisition Corp 10-K for FY2024

Alpha Star Acquisition Corp (ALSAF)

10-K 2025-02-24 For: 2024-12-31

Added on April 04, 2026

About this 10-K

Alpha Star Acquisition Corp filed this 10-K on February 24, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $1.34M; down 72.7% from net income of $4.92M a year earlier

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Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Units, Each Consisting of One Ordinary Share, One Right and One Warrant	ALSUF	OTC Markets Group Inc
Ordinary Shares, Par Value $0.001 Per Share	ALSAF	OTC Markets Group Inc
Rights, Each Entitling the Holder to Receive One-Seventh (1/7) of one Ordinary Share	ALSTF	OTC Markets Group Inc
Redeemable Warrants, Each Entitling the Holder to Purchase One-half (1/2) of One Ordinary Share	ALSWF	OTC Markets Group Inc

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

		PAGE
PART I

Item 1. Business		1
Item 1A. Risk Factors		16
Item 1B. Unresolved Staff Comments		33
Item 1C. Cybersecurity		33
Item 2. Properties		33
Item 3. Legal Proceedings		33
Item 4. Mine Safety Disclosures		33

PART II

Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities		34
Item 6. Reserved		35
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		40
Item 8. Financial Statements and Supplementary Data		40
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		40
Item 9A. Controls and Procedures		40
Item 9B. Other Information		41
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		41

PART III

Item 10. Directors and Executive Officers of the Registrant		42
Item 11. Executive Compensation		46
Item 12. Security Ownership of Certain Beneficial Owners and Management		47
Item 13. Certain Relationships and Related Transactions		49
Item 14. Principal Accountant Fees and Services		51

PART IV

Item 15. Exhibits and Financial Statement Schedules		52
Item 16. Form 10-K Summary		53

	●	our ability to select an appropriate target business or businesses;

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of the prospective target business or businesses;

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

	●	our potential ability to obtain additional financing to complete our initial business combination;

	●	our pool of prospective target businesses;

	●	the ability of our officers and directors to generate a number of potential investment opportunities;

	●	the potential change in control if we acquire one or more target businesses for shares or other forms of equity;

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act;

	●	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

	●	the trust account not being subject to claims of third parties; or

	●	our financial performance following our business combination, if we compete a business combination.

	●	*Middle-Market Growth Business.* We primarily seek to acquire one or more growth businesses with a total enterprise value of between $300,000,000 and $600,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.

	●	*Companies in Business Segments that are Strategically Significant to the Asian Markets.* We seek to acquire those businesses that are currently strategically significant in the Asian markets. Such sectors include clean energy, internet and high technology, financial technology, health care, consumer and retail, energy and resources, manufacturing and education.

	●	*Business with Revenue and Earnings Growth Potential.* We seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

	●	*Companies with Potential for Strong Free Cash Flow Generation.* We seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

	●	*Benefit from Being a Public Company.* We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

	●	if, and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.

	●	restrictions on the nature of our investments; and

	●	restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

	●	registration as an investment company;

	●	adoption of a specific form of corporate structure; and

	●	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

	●	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

	●	acceleration of our obligations to repay the indebtedness, even if we make all principal and interest payments when due, if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	●	our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

	●	our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

	●	our inability to pay dividends on our ordinary shares;

	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares, if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

	●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

	●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulations;

	●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategies; and

	●	other disadvantages compared to our competitors who have less debt.

	●	solely dependent upon the performance of a single business (such as XDATA), its properties or assets; and

	●	dependent upon the development or market acceptance of a single or limited number of products, processes or services .

	●	costs and difficulties inherent in managing cross-border business operations;

	●	rules and regulations regarding currency redemption;

	●	complex corporate withholding taxes on individuals;

	●	laws governing the manner in which future business combinations may be effected;

	●	exchange listing and/or delisting requirements;

	●	tariffs and trade barriers;

	●	regulations related to customs and import/export matters;

	●	local or regional economic policies and market conditions;

	●	unexpected changes in regulatory requirements;

	●	longer payment cycles;

	●	tax issues, such as tax law changes and variations in tax laws as compared to the United States;

	●	currency fluctuations and exchange controls;

	●	inflation rates;

	●	challenges in collecting accounts receivable;

	●	cultural and language differences;

	●	employment regulations;

	●	underdeveloped or unpredictable legal or regulatory systems;

	●	corruption;

	●	protection of intellectual property;

	●	social unrest, crime, strikes, riots and civil disturbances;

	●	regime changes and political upheaval;

	●	terrorist attacks, natural disasters and wars; and

	●	deterioration of political relations with the United States.

	(1)	pertain to the maintenance of records that, in reasonable details, accurately and fairly reflect the transactions and dispositions of the assets of our company;

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Name	Age	Title
Zhe Zhang	49	Chairman, Chief Executive Officer and Director
Guojian Chen	31	Chief Financial Officer and Director
Patrick Swint	56	Independent Director
Xiaofeng Zhou	42	Independent Director
Huei-Ching Huang	56	Independent Director

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares;

	●	each of our officers and directors; and

	●	all of our officers and directors as a group.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽³⁾		Approximate Percentage of Outstanding Shares⁽³⁾
A-Star Management Corporation⁽²⁾		3,205,000		99.3	%
Zhe Zhang⁽²⁾		3,205,000		99.3	%
Guojian Chen⁽⁴⁾		-		-
Patrick Swint⁽⁴⁾		-		-
Xiaofeng Zhou⁽⁴⁾		-		-
Huei-Ching Huang⁽⁴⁾		-		-
All directors and officers as a group (5 individuals)		3,205,000		99.3	%

*	Less than one percent.

(1)	Unless otherwise indicated, the business address of each of the individuals is 100 Church Street, 8th Floor, New York, NY 10007.

(2)	Represents 2,875,000 founder ordinary shares and 330,000 private placement ordinary shares held by A-Star Management Corporation, our Sponsor. Mr. Zhe Zhang, our Chairman and Chief Executive Officer, is the sole director of our Sponsor, have voting and dispositive power of the ordinary shares. The address for our sponsor is Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG 1110 British Virgin Islands.

(3)	Based upon 3,227,664 ordinary shares outstanding. Includes the 330,000 private placement units (and the component parts) purchased by our Sponsor simultaneously with the consummation of our initial public offering.

(4)	Such individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

(a)	The following documents are filed as part of this Annual Report on Form 10-K:

(1)	The Financial statements listed on the Financial Statements Table of Contents:

		Page
Report of Independent Registered Public Accounting Firm (Firm ID: 1195)		F-1
Financial Statements:

Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Changes in Stockholders’ Deficit		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6

	December 31,			December 31,
	2024			2023
Assets
Current assets:
Prepaid expense	$	1,500		$	12,500
Marketable securities held in trust account – current		10,819,317			-
Total current assets		10,820,817			12,500
Noncurrent assets:
Marketable securities held in trust account		292,536			101,590,662
Total noncurrent assets		292,536			101,590,662
Total assets	$	11,113,353		$	101,603,162

Liabilities and stockholders’ deficit
Current liabilities:
Accrued expenses and other liability	$	350,213		$	220,401
Promissory notes and loan payable to Sponsor		394,488			5,755,961
Due to Sponsor		-			212,660
Redemption liability		10,819,317			-
Total current liabilities		11,564,018			6,189,022
Noncurrent liabilities:
Deferred underwriting commissions		2,875,000			2,875,000
Total noncurrent liabilities		2,875,000			2,875,000
Total liabilities		14,439,018			9,064,022

Commitment and contingencies (Note 6)		-			-

Ordinary shares subject to possible redemption, 22,664 and 9,063,503 shares at redemption value of $12.91 and $11.21 per share at December 31, 2024 and 2023, respectively		292,536			101,605,662

Stockholders’ deficit:
Ordinary shares, par value $0.001, authorized 50,000,000 shares; 3,205,000 and 3,205,000 shares issued and outstanding at December 31, 2024 and 2023, respectively, excluding 22,664 and 9,063,503 shares subject to possible redemption		3,205			3,205
Additional paid-in capital		6,760,441			-
Accumulated deficit		(10,381,847	)		(9,069,727	)
Total stockholders’ deficit		(3,618,201	)		(9,066,522	)

Total liabilities and stockholders’ deficit	$	11,113,353		$	101,603,162

	For the Year ended December 31, 2024			For the Year ended December 31, 2023
Operating expenses:
Formation and operational costs	$	913,909		$	435,287
Loss from operations		(913,909	)		(435,287	)

Other income:
Interest and dividends earned in trust account		2,258,472			5,359,035
Other income		-			350
Total other income		2,258,472			5,359,385

Income before income taxes		1,344,563			4,924,098

Income tax expense		-			-
Net income	$	1,344,563		$	4,924,098

Basic and diluted weighted average shares outstanding
Redeemable ordinary shares, basic and diluted		3,542,643			10,411,921
Redeemable ordinary shares, basic and diluted net income per share	$	0.59		$	0.58

Non-redeemable ordinary shares, basic and diluted		3,205,000			3,205,000
Non-redeemable ordinary shares, basic and diluted net loss per share	$	(0.23	)	$	(0.33	)

	Shares		Amount		Capital			Deficit			Deficit
	Ordinary Shares				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance at January 1, 2024		3,205,000	$	3,205	$	-		$	(9,069,727	)	$	(9,066,522	)
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		-		-		(126,789	)		(2,131,683	)		(2,258,472	)
Subsequent measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)		-		-		(105,000	)		(525,000	)		(630,000	)
Debt forgiveness from sponsor						6,992,230						6,992,230
Net income		-		-		-			1,344,563			1,344,563
Balance at December 31, 2024		3,205,000	$	3,205	$	6,760,441		$	(10,381,847	)	$	(3,618,201	)

	For the Year ended December 31, 2024			For the Year ended December 31, 2023
Cash flows from operating activities:
Net income	$	1,344,563		$	4,924,098

Net changes in operating assets & liabilities:
Prepaid expenses		11,000			(12,500	)
Interest and dividends earned in trust account		(2,258,472	)		(5,359,035	)
Due to Sponsor		529,702			190,963
Accrued expenses and other liability		129,812			20,549
Net cash used in operating activities		(243,395	)		(235,925	)

Cash flows from investing activities:
Investment of cash in Trust Account		(630,000	)		(4,112,695	)
Proceeds from sales of marketable securities held in Trust Account to redeem public shares		93,382,281			26,094,884
Proceeds from sales of marketable securities held in Trust Account for Trust account service fee		-			15,000
Cash deposit to Trust Account for overdraft of Trust Account service fee		(15,000	)		-
Net cash provided by investing activities		92,737,281			21,997,189

Cash flows from financing activities:
Proceeds of Promissory Notes and Sponsor Loan		888,395			4,222,629
Redemption of Public Shares		(93,382,281	)		(26,094,884	)
Net cash used in financing activities		(92,493,886	)		(21,872,255	)

Net decrease in cash in escrow		-			(110,991	)
Cash in escrow at beginning of period		-			110,991
Cash in escrow at end of period	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
subsequent measurement of ordinary shares subject to redemption (interest earned on trust account and extension deposits)	$	2,888,472		$	9,471,730
Debt forgiveness by Sponsor	$	6,992,230		$	-
Redemption liabilities accrued for ordinary shares rendered for redemption	$	10,819,317		$	-

	For the Year ended December 31, 2024			For the Year ended December 31, 2023
Net income	$	1,344,563		$	4,924,098
Remeasurement to redemption value – interest income earned		(2,258,472	)		(5,359,035	)
Remeasurement to redemption value – extension fee		(630,000	)		(4,112,695	)
Net loss including accretion of temporary equity to redemption value	$	(1,543,909	)	$	(4,547,632	)

	Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares
	For the Year ended December 31, 2024						For the Year ended December 31, 2023
	Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares
Basic and Diluted net income per share:
Numerators:
Allocation of net losses	$	(733,327	)	$	(810,582	)	$	(1,070,371	)	$	(3,477,261	)
Accretion of extension fee		—			630,000			—			4,112,695
Accretion of temporary equity- interest income earned		—			2,258,472			—			5,359,035
Allocation of net (loss) income	$	(733,327	)	$	2,077,890		$	(1,070,371	)	$	5,994,469
Denominators:
Weighted-average shares outstanding		3,205,000			3,542,643			3,205,000			10,411,921
Basic and diluted net (loss) income per share	$	(0.23	)	$	0.59		$	(0.33	)	$	0.58

Exhibit No.		Description
2.1		Business Combination Agreement dated September 12, 2024, by and among the Company, OU XDATA GROUP and Roman Eloshvili (incorporated herein by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on September 13, 2024).
2.2*		Supplemental Agreement, dated as of December 15, 2024, by and between the Company, OU XDATA GROUP, Roman Eloshvili and Xdata Group.
3.1*		Amended and Restated Memorandum and Articles of Association adopted by special resolution on July 13, 2023.
3.2		Amended and Restated Memorandum and Articles of Association of Alpha Star Acquisition Corporation amended by special resolutions on January 10, 2024, July 12, 2024 and December 27, 2024, respectively (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on January 12, 2024, July 15, 2024 and December 27, 2024).
4.1		Form of Specimen Alpha Star Unit Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 filed on June 29, 2021).
4.2		Form of Specimen Alpha Star Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1 filed on June 29, 2021).
4.3		Form of Specimen Alpha Star Warrant Certificate (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-1 filed on June 29, 2021).
4.4		Form of Specimen Alpha Star Right Certificate (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-1 filed on June 29, 2021).
4.5		Description of Registrant’s Securities (incorporated herein by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed on July 3, 2024).
10.1		Promissory note dated September 13, 2022 (incorporated herein by reference to Exhibit 10.1 to our Annual Report on Form 10-K filed on July 3, 2024).
10.2		Promissory note dated December 13, 2022 (incorporated herein by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed on July 3, 2024).
10.3		Promissory note dated March 13, 2023 (incorporated herein by reference to Exhibit 10.3 to our Annual Report on Form 10-K filed on July 3, 2024).
10.4		Loan Agreement dated August 26, 2024, by and between the Company and A-Star Management Corporation (incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 3, 2024).
10.5		Form of Sponsor Voting and Support Agreement, to be entered by and among the Company, Xdata Group and A-Star Management Corporation (incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 13, 2024).
10.6		Form of Sponsor Lock-Up Agreement,to be entered by and between Xdata Group and A-Star Management Corporation (incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 13, 2024).
10.7		Form of XDATA Shareholder Lock-Up and Support Agreement, to be entered by and among the Company, Xdata Group and certain shareholders of OU XDATA GROUP (incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on September 13, 2024).
10.8		Form of Amended and Restated Registration Rights Agreement, to be entered by and among the Company, Xdata Group and A-Star Management Corporation (incorporated herein by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on September 13, 2024).
14.1		Code of Ethics (incorporated by reference to Exhibit 14 to our Registration Statement on Form S-1 filed on June 29, 2021).
19.1*		Insider Trading Policy.
21.1*		List of Subsidiaries.
31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2**		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
97.1*		Clawback Policy.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Schema Document.
101.CAL*		Inline XBRL Calculation Linkbase Document.
101.DEF*		Inline XBRL Definition Linkbase Document.
101.LAB*		Inline XBRL Label Linkbase Document.
101.PRE*		Inline XBRL Presentation Linkbase Document.
104*		Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	ALPHA STAR ACQUISITION CORPORATION

	By:	/s/ Zhe Zhang
		Zhe Zhang
		Chief Executive Officer
		(Principal Executive Officer)

Signature	Capacity	Date

/s/ Zhe Zhang	Chairman of the Board, Chief Executive Officer
Zhe Zhang	(Principal Executive Officer)	February 24, 2025

/s/ Guojian Chen	Chief Financial Officer
Guojian Chen	(Principal Financial and Accounting Officer)	February 24, 2025

/s/ Patrick Swint	Director
Patrick Swint		February 24, 2025

/s/ Xiaofeng Zhou	Director
Xiaofeng Zhou		February 24, 2025

/s/ Huei-Ching Huang	Director
Huei-Ching Huang		February 24, 2025

	(a)	The definition of “Nasdaq” in Section 1.01 of the Business Combination Agreement be deleted in its entirety and replaced with the following: “‘Nasdaq’ means Nasdaq Stock Market.”

	(b)	Section 5.13 of the Business Combination Agreement be deleted in its entirety and replaced with the following: “[Reserved]”

	(c)	Section 7.07 of the Business Combination Agreement be deleted in its entirety and replaced with the following: “[Reserved]”

	(d)	Section 9.03(a)(i) of the Business Combination Agreement be deleted in its entirety and replaced with the following:

		“Each of the representations and warranties of SPAC contained in Article V (other than the representations and warranties of SPAC contained in Section 5.01 (Corporate Organization), Section 5.02 (Due Authorization), Section 5.06 (Trust Account), Section 5.07 (Brokers’ Fees), Section 5.10 (Business Activities), and Section 5.15 (Related Party Transactions) (collectively, the “Specified SPAC Representations”) and Section 5.12 (Capitalization)) shall be true and correct (without giving any effect to any limitation as to “materiality”, “SPAC Impairment Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date), except, in any case, where the failure of such representations and warranties to be so true and correct has not had a SPAC Impairment Effect.”

	(e)	Section 10.01(c) of the Business Combination Agreement be deleted in its entirety and replaced with the following: “[Reserved]”

	OU XDATA GROUP

	By:	/s/ Roman Eloshvili
	Name:	Roman Eloshvili
	Title:	Director

	Xdata Group

	By:	/s/ Zhe Zhang
	Name:	Zhe Zhang
	Title:	Sole Director

1	Definitions, interpretation and exclusion of Table A	1

	Definitions	1

	Interpretation	4

	Exclusion of Table A Articles	5

2	Shares	5

	Power to issue Shares and options, with or without special rights	5

	Power to issue fractions of a Share	7

	Power to pay commissions and brokerage fees	7

	Trusts not recognised	7

	Power to vary class rights	7

	Effect of new Share issue on existing class rights	8

	Capital contributions without issue of further Shares	8

	No bearer Shares or warrants	8

	Treasury Shares	8

	Rights attaching to Treasury Shares and related matters	9

3	Register of Members	9

4	Share certificates	9

	Issue of share certificates	9

	Renewal of lost or damaged share certificates	10

5	Lien on Shares	10

	Nature and scope of lien	10

	Company may sell Shares to satisfy lien	11

	Authority to execute instrument of transfer	11

	Consequences of sale of Shares to satisfy lien	11

	Application of proceeds of sale	11

6	Calls on Shares and forfeiture	12

	Power to make calls and effect of calls	12

	Time when call made	12

	Liability of joint holders	12

	Interest on unpaid calls	12

	Deemed calls	12

	Power to accept early payment	13

	Power to make different arrangements at time of issue of Shares	13

	Notice of default	13

	Forfeiture or surrender of Shares	13

	Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender	13

	Effect of forfeiture or surrender on former Member	14

	Evidence of forfeiture or surrender	14

	Sale of forfeited or surrendered Shares	14

7	Transfer of Shares	15

	Form of transfer	15

	Power to refuse registration	15

	Power to suspend registration	15

	Company may retain instrument of transfer	15

8	Transmission of Shares	15

	Persons entitled on death of a Member	15

	Registration of transfer of a Share following death or bankruptcy	15

	Indemnity	16

	Rights of person entitled to a Share following death or bankruptcy	16

9	Alteration of capital	16

	Increasing, consolidating, converting, dividing and cancelling share capital	16

	Dealing with fractions resulting from consolidation of Shares	17

	Reducing share capital	17

10	Redemption and purchase of own Shares	17

	Power to issue redeemable Shares and to purchase own Shares	17

	Power to pay for redemption or purchase in cash or in specie	18

	Effect of redemption or purchase of a Share	18

11	Meetings of Members	18

	Power to call meetings	18

	Content of notice	20

	Period of notice	20

	Persons entitled to receive notice	20

	Publication of notice on a website	20

	Time a website notice is deemed to be given	21

	Required duration of publication on a website	21

	Accidental omission to give notice or non-receipt of notice	21