Alpha Star Acquisition Corp 8-K, filed Oct 14, 2026
Alpha Star Acquisition Corp (ALSAF)
About this 8-K
Alpha Star Acquisition Corp filed this 8-K on October 14, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| N/A
| ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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: None.
*The registrant’s units, ordinary shares, warrants and rights each trade on the OTC Market under the trading symbols “ALSUF,” “ALSAF,” “ALSWF,” and “ALSTF.”
Item 1.01. Entry Into a Material Definitive Agreement
Amendment to the Investment Management Trust Agreement
As approved by the shareholders of Alpha Star Acquisition Corporation, a Cayman Islands exempted company (“Alpha Star” or the “Company”) at the extraordinary general meeting of its shareholders held on October 13, 2026 (the “Extraordinary General Meeting”), the Company entered into an amendment dated as of October 13, 2026 (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of December 9, 2021 (the “Trust Agreement”), by and between the Company and Wilmington Trust, National Association, as amended, to remove the monthly extension payment otherwise required to be deposited into the Company’s trust account established in connection with the Company’s initial public offering (the “Trust Account”) beginning with the payment due in October 2026, and to provide the Company with the discretion to extend the date on which to commence liquidating the Trust Account up to twelve (12) times from December 15, 2026, to December 15, 2027, each by an additional one (1) month, without depositing additional funds in the Trust Account.
The foregoing description of the Trust Agreement Amendment is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Extraordinary General Meeting, the shareholders approved certain amendments to Alpha Star’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”). The proposed amendments to the Company’s Amended and Restated Memorandum and Articles of Association approved by the Company’s shareholders were to remove the monthly extension payment otherwise required to be deposited into the Company’s Trust Account beginning with the payment due in October 2026, and to extend the date by which the Company must consummate a business combination to December 15, 2027, without depositing additional funds in the Trust Account, by deleting the existing Section 36.2 thereof and replacing it with the new Section 36.2 (the “Charter Amendment Proposal”).
The Charter Amendment Proposal is described in more detail in Alpha Star’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 21, 2026 (the “Proxy Statement”). The final voting results for each of the proposals are indicated below. On October 13, 2026, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association. The foregoing description is qualified in its entirety by reference to the amendments to the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting held on October 13, 2026, there were 3,205,002 ordinary shares of Alpha Star present in person or represented by proxy, representing 99.32% of the outstanding ordinary shares of Alpha Star as of September 15, 2026, the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business. At the Extraordinary General Meeting, 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 (Trust Amendment Proposal):
Amendment of the Company’s investment management trust agreement (the “Trust Agreement”), dated December 9, 2021, entered into by the Company and Wilmington Trust, National Association, as trustee (the “trustee”), as amended, to remove the monthly extension payment otherwise required to be deposited into the Company’s Trust Account beginning with the payment due in October 2026, and providing the Company with the discretion to extend the date on which to commence liquidating the Trust Account up to twelve (12) times from December 15, 2026, to December 15, 2027, each by an additional one (1) month, without depositing additional funds in the Trust Account:
| For | Against | Abstain | ||||
| Trust Amendment Proposal | 3,205,002 | 0 | 0 |
Proposal 2 (Charter Amendment Proposal):
Amendment of the Company’s Amended and Restated Memorandum and Articles of Association to remove the monthly extension payment otherwise required to be deposited into the Company’s Trust Account beginning with the payment due in October 2026, and to extend the date by which the Company must consummate a business combination to December 15, 2027 without depositing additional funds in the Trust Account, 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:
| For | Against | Abstain | ||||
| Charter Amendment Proposal | 3,205,002 | 0 | 0 |
Proposal 3 (Adjournment Proposal):
Adjournment of the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies, if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the foregoing proposals:
| For | Against | Abstain | ||||
| Adjournment Proposal | 3,205,002 | 0 | 0 |
Because other proposals had received the requisite approval, this Proposal 3 was rendered moot and not voted at the Extraordinary General Meeting.
Item 8.01. Other Events.
In connection with the shareholder votes at the Extraordinary General Meeting, no holders of public shares submitted new requests to redeem their shares for cash.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendments to the Amended and Restated Memorandum and Articles of Association | |
| 10.1 | Amendment to the Investment Management Trust Agreement, by and between the Company and Wilmington Trust, National Association | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 October 14, 2026, by the undersigned hereunto duly authorized.
| ALPHA STAR ACQUISITION CORPORATION | ||
| By: | /s/ Zhe Zhang | |
| Zhe Zhang, Chief Executive Officer | ||
Exhibit 3.1
AMENDMENT TO
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
RESOLVED, as a special resolution, THAT:
The Amended and Restated Memorandum and Articles of Association of Alpha Star Acquisition Corporation shall be amended by deleting Section 36.2 in its entirety and replacing it with the following:
“36.2 In the event that the Company does not consummate its initial Business Combination by December 15, 2026 (the “Deadline”), the Company may, but is not obliged to, by resolution of the Company’s board of directors, extend the period of time to consummate the Business Combination up to twelve (12) additional times, each by a period of one month (the “Extension”), to December 15, 2027 (the “Extended Date”) without requiring the Sponsor, its designee, or its assignees to make any deposit into the Trust Account. The Company’s board of directors has the sole discretion whether to extend the Deadline to the Extended Date. From and after October 15, 2026, the Sponsor, its designees, or its assignees shall not be required to deposit any additional funds into the Trust Account in connection with any extension of time to consummate a Business Combination. In the event that the Company does not consummate a Business Combination by the Extended Date, such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) business days thereafter to redeem the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding up of the Company’s affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”
Exhibit 10.1
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 6 (this “Amendment”), dated as of October 13, 2026, to the Investment Management Trust Agreement (as defined below) is made by and between Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Wilmington Trust, National Association, a national banking association (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated December 9, 2021 (the “Trust Agreement”);
WHEREAS, at an Extraordinary General Meeting of the Company held on December 11, 2025, the Company’s shareholders approved a proposal to amend the Trust Agreement to provide the Company the right to extend the date on which to commence liquidating the Trust Account from December 15, 2025 to December 15, 2026 for an extension fee of $35,000, which payment shall be paid into the Trust Account.
WHEREAS, at an Extraordinary General Meeting of the Company held on October 13, 2026, the Company’s shareholders approved a proposal to amend the Trust Agreement to provide the Company the right to remove the monthly extension payment of $35,000 otherwise required to be deposited into the Company’s trust account, beginning with the payment due in October 2026, and to extend the date on which to commence liquidating the Trust Account from December 15, 2026, to December 15, 2027, each by an additional one (1) month, without depositing additional funds in the Trust Account.
NOW THEREFORE, IT IS AGREED:
1. Preamble. The fifth WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:
“WHEREAS, as described in the Registration Statement and in its Amended and Restated Memorandum and Articles of Association, the Company’s ability to complete a business combination may be extended in additional increments of one-month up to a total of twelve additional months from December 15, 2026, to December 15, 2027. From and after October 15, 2026, the Sponsor, its designees, or its assignees shall not be required to deposit any additional funds into the Trust Account in connection with any extension of time to consummate a Business Combination.”
2. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.
4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
| ALPHA STAR ACQUISITION CORPORATION | ||
| By: | /s/ Zhe Zhang | |
| Name: | Zhe Zhang | |
| Title: | Chief Executive Officer | |
| Wilmington Trust, National Association, as Trustee | ||
| By: | /s/ Amy M. Kohr | |
| Name: | Amy M. Kohr | |
| Title: | Assistant Vice President | |