ALSAF 8-K
Alpha Star Acquisition Corp (ALSAF)
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
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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:
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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.”
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).
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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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting held on June 24, 2026, there were 3,206,449 ordinary shares of Alpha Star Acquisition Corporation (“Alpha Star”) present in person or represented by proxy, representing 99.36% of the outstanding ordinary shares of Alpha Star as of May 27, 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 (Business Combination Proposal):
Approval and authorization of the Business Combination Agreement, dated as of September 12, 2024, by and among Alpha Star, Xdata Group, a Cayman Islands exempted company (“PubCo”), and OU XDATA GROUP, a company incorporated in Estonia (“XDATA”) (the “Business Combination Agreement”), a copy of which is attached to the proxy statement as Annex A, as amended by the Supplemental Agreement, a copy of which is attached to the proxy statement as Annex A-1, and the transactions contemplated therein, including the business combination whereby Alpha Star will merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger as the holding and listed company, and immediately thereafter and as part of the same overall transaction, PubCo (as the surviving company of the Reincorporation Merger) will acquire the shares, representing in the aggregate 100% (on an as-converted and fully diluted basis) of the shares issued and outstanding, of XDATA, resulting in XDATA being a wholly owned subsidiary of PubCo, in exchange for a certain number of shares of PubCo (the “Share Exchange,” together with the Reincorporation Merger, the “Business Combination”):
| For | Against | Abstain | Boker Non-Vote | |||||||||||||
| Business Combination Proposal | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
Proposal 2 (Reincorporation Merger Proposal):
Approval and authorization of the Reincorporation Merger, the Plan of Merger, substantially in the form attached to the proxy statement as Annex D and any and all transactions provided for in the Plan of Merger:
| For | Against | Abstain | Boker Non-Vote | |||||||||||||
| Reincorporation Merger Proposal | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
Proposal 3 (Nasdaq Listing Proposal):
Approval of the issuance of securities in connection with the Business Combination in order to comply with Nasdaq Listing Rules 56535(a), (b) and (d):
| For | Against | Abstain | Boker Non-Vote | |||||||||||||
| Nasdaq Listing Proposal | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
Proposal 4 (Governance Proposal):
Approval and adoption of (i) the amended and restated memorandum and articles of association of PubCo in the form attached to the proxy statement as Annex B; and (ii) the new name by PubCo as “Xdata Group”:
| For | Against | Abstain | Boker Non-Vote | |||||||||||||
| Governance Proposal | 3,206,449 | 0 | 0 | 0 | ||||||||||||
Proposal 5 (Incentive Plan Proposal):
Approval of the adoption by PubCo, as the surviving entity of the Reincorporation Merger, of the Incentive Plan in the form attached to the proxy statement as Annex C with effect from the closing of the Business Combination:
| For | Against | Abstain | Boker Non-Vote | |||||||||||||
| Incentive Plan Proposal | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
Proposal 6 (Director Appointment Proposal):
Approval of the appointment of five (5) directors of PubCo, namely Roman Eloshvili, Panagiotis Georgiou, Patrick Swint, Cataldo Castagna and Ariel Sergio Davidoff, assuming the Business Combination Proposal, the Reincorporation Merger Proposal and the Nasdaq Listing Proposal are all approved, effective upon the Closing:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 01) Roman Eloshvili | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
| 02) Panagiotis Georgiou | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
| 03) Patrick Swint | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
| 04) Cataldo Castagna | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
| 05) Ariel Sergio Davidoff | 3,205,004 | 0 | 0 | 1,445 | ||||||||||||
Proposal 7 (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 or for such other reasons as may reasonably be determined by the chairman of the Extraordinary General Meeting:
| For | Against | Abstain | Boker Non-Vote | |||||||||||||
| Adjournment Proposal | 3,206,449 | 0 | 0 | 0 | ||||||||||||
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Extraordinary General Meeting, 46 ordinary shares were tendered for redemption. The Company plans to close the Business Combination as described in the proxy statement as soon as possible.
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 June 24, 2026 by the undersigned hereunto duly authorized.
| ALPHA STAR ACQUISITION CORPORATION | ||
| By: | /s/ Zhe Zhang | |
| Zhe Zhang, Chief Executive Officer | ||