Alpha Star Acquisition Corp 8-K, filed Jan 14, 2022
Alpha Star Acquisition Corp (ALSAF)
About this 8-K
Alpha Star Acquisition Corp filed this 8-K on January 14, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
January 14, 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 | 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)
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 1/7th 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 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 8: Other Events.
On January 14, 2022, Alpha Star Acquisition Corporation, a Cayman Islands corporation (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the underlying securities of the units. The underlying securities are ordinary shares (the “Ordinary Shares”), rights and redeemable warrants which will commence separate trading on Tuesday, January 18, 2022.
Those Units not separated will continue to trade on the Global tier of the Nasdaq Stock Market (“Nasdaq”) under the symbol “ALSAU”.
The ordinary shares, rights and redeemable warrants that are separated will trade on Nasdaq under the symbols “ALSA”, “ALSAR”, “ALSAW,” respectively. Holders of units will need to have their securities brokers contact Vstock Transfer LLC, the Company’s transfer agent, in order to separate the units into ordinary shares, rights and redeemable warrants.
As previously announced, on December 15, 2021, the Company consummated its initial public offering of 11,500,000 units (the “Units”), including the underwriters exercise in full of the over-allotment option for an additional 1,500,000 Units. Each Unit consists of one ordinary share, par value $0.001 per ordinary share (“Share”), one redeemable warrant (“Warrant”) entitling its holder to purchase one-half (1/2) of one Share at a price of $11.50 per Share, and one right to receive one-seventh (1/7) of one Share upon the consummation of the Company’s initial business combination. The units were initially offered by the Company in an underwritten offering through Ladenburg Thalmann & Co. Inc., which acted as the lead book running manager for the offering and as the representative of the underwriters in the offering. Brookline Capital Markets, a division of Arcadia Securities, LLC acted as co-manager of the offering.
Copies of the registration statement and final prospectus can be accessed through the SEC’s website at www.sec.gov.
On Friday, January 14, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the split of trading of the Units.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 14, 2022 |
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 by the undersigned hereunto duly authorized.
| January 14, 2022 | ALPHA STARACQUISITION CORPORATION | |
| By: | /s/ Zhe Zhang | |
| Zhe Zhang | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
Press Release of Alpha Star Acquisition Corporation
Alpha Star Acquisition Corporation Announces the Separate Trading of its Ordinary Shares, Rights and Warrants Commencing Tuesday, January 18, 2022
New York, New York, January 14, 2022: Alpha Star Acquisition Corporation (Nasdaq: ALSAU) (the “Company”) announced that, commencing Tuesday, January 18, 2022, holders of the units sold in the Company’s initial public offering of 11,500,000 units (the “Units”) may commence separate trading of the underlying component securities. Each Unit consists of one ordinary share, par value $0.001 per ordinary share (“Share”), one redeemable warrant (“Warrant”) entitling its holder to purchase one-half (1/2) of one Share at a price of $11.50 per Share, and one right to receive one-seventh (1/7) of one Share upon the consummation of the Company’s initial business combination. Those units not separated will continue to trade on the Global tier of the Nasdaq Stock Market (“Nasdaq”) under the symbol “ALSAU.”
The ordinary shares, rights and warrants that are separated will trade on Nasdaq under the symbols “ALSA,” “ALSAR” and “ALSAW,” respectively. Holders of units will need to have their securities brokers contact Vstock Transfer LLC at 18 Lafayette Place, Woodmere, New York 11598, the Company’s transfer agent, in order to separate the units into ordinary shares, rights and warrants.
The units were initially offered by the Company in an underwritten offering through Ladenburg Thalmann & Co. Inc., which acted as the book running manager for the offering and as the representative of the underwriters in the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-manager for the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on December 13, 2021. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
About Alpha Star Acquisition Corporation
Alpha Star Acquisition Corporation a newly organized blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Ladenburg Thalmann & Co., Inc. at 640 5th Ave., 4th Floor, New York, NY 10019; telephone number: 1-800-573-2541, e-mail: prospectus@ladenburg.com.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Company Contacts:
Mr.
Zhe Zhang
Chief Executive Officer
Alpha Star Acquisition Corporation
80 Broad Street, 5th Floor
New York, New York 10004
Tel.: (212) 837-7977
Email: zhe.zhang@swgt.co.uk
Source: Alpha Star Acquisition Corporation