8-K
Alpha Star Acquisition Corp (ALSAF)
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
December20, 2022
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 | 00-0000000n/a |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 80 Broad Street**, 5^th^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, <br><br> 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<br> Share, par value $0.001 | ALSA | The Nasdaq Stock Market LLC |
| Redeemable<br> warrants, each warrant exercisable<br><br> for one-half of an ordinary share | ALSAW | The Nasdaq Stock Market LLC |
| Rights,<br> 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 December 20, 2022, each of the proposals described below was approved by the Company’s stockholders 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.
Proposal1:
Approval of the appointment of five (5) directors to serve as members of our Board to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified:
| For | Withheld | Broker Non-Vote | |
|---|---|---|---|
| Zhe Zhang | 10,639,376 | 88,951 | 1,263,689 |
| Guojian Chen | 10,574,456 | 153,871 | 1,263,689 |
| Patrick Swint | 10,639,376 | 88,951 | 1,263,689 |
| Xiaofeng Zhou | 10,639,376 | 88,951 | 1,263,689 |
| Huei-Ching Huang | 10,574,456 | 153,871 | 1,263,689 |
Proposal2:
Approval of ratifying the appointment of UHY LLP (the “UHY”) as our independent registered public accounting firm for the fiscal year ended December 31, 2022:
| For | Against | Abstain | |
|---|---|---|---|
| Ratification of UHY LLP | 11,988,516 | 0 | 3,500 |
1
Proposal3:
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 | 11,266,833 | 687,773 | 37,410 |
Because all of the other proposals had received the requisite approval, this Proposal 3 was rendered moot and not voted at the Annual General Meeting.
2
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 December 20, 2022 by the undersigned hereunto duly authorized.
| ALPHA<br> STAR ACQUISITION CORPORATION | |
|---|---|
| By: | /s/<br> Zhe Zhang |
| Zhe Zhang, Chief<br> Executive Officer |
3