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
October1, 2024
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<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 100 Church Street, 8th Floor, New York, New York | 10007 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (332) 233-4356
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, one redeemable warrant to purchase one-half ordinary share and one right<br> to acquire 1/7 of an ordinary share | ALSAU | The<br> Nasdaq Stock Market LLC |
| Ordinary<br> Share, par value $0.001 | ALSA | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> warrants, each warrant exercisable for one-half of an ordinary share | ALSAW | The<br> Nasdaq Stock Market LLC |
| Rights,<br> each to receive one-seventh (1/7) of one ordinary share | ALSAR | The<br> Nasdaq Stock Market LLC |
Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 1, 2024, Alpha Star Acquisition Corporation (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s listed securities fail to comply with the minimum of $50,000,000 market value of listed securities (“Market Value of Listed Securities”) requirement for continued listing on the Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) (the “Rule”) based upon the Company’s Market Value of Listed Securities from August 12, 2024 to September 30, 2024.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the Rule. To regain compliance, the Company’s Market Value of Listed Securities must meet or exceed $50,000,000 for a minimum of ten consecutive business days prior to March 31, 2025. If at any time during this compliance period the Company’s Market Value of Listed Securities closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.
However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. Alternatively, the Company may consider applying for a transfer to the Nasdaq Capital Market.
The Letter has no immediate effect on the listing of the Company’s securities on the Nasdaq Global Market under the symbols “ALSAU,” “ALSA,” “ALSAR,” and “ALSAW.” The Company intends to actively monitor the Company’s Market Value of Listed Securities and will take all reasonable measures available to the Company to regain compliance with the Rule within the 180-calendar-day compliance period. However, there can be no assurance that the Company will be able to regain or maintain compliance with the applicable continued listing standards set forth in the Nasdaq Listing Rules.
Forward-LookingStatements
This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, without limitation, our ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, our ability to regain compliance with the Rule and our ability to become current with our reports with the SEC. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the SEC. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except to the extent required by applicable law, we do not undertake any obligation to update or revise forward-looking statements made by us to reflect subsequent events or circumstances.
Item9.01. Financial Statements and Exhibits.
| Exhibit<br><br> Number | Description of Exhibit |
|---|---|
| 99.1 | Press Release |
| 104 | Cover<br> 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 to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated:<br> October 4, 2024 | ||
|---|---|---|
| ALPHA STAR ACQUISITION CORPORATION | ||
| By: | /s/ Zhe Zhang | |
| Name: | Zhe<br> Zhang | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
AlphaStar Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Minimum Market Value Deficiency
New York, NY, October 4, 2024 (PRNewswire) — Alpha Star Acquisition Corporation. (Nasdaq: ALSA) (the “Company”) announced that it has received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is currently not in compliance with the minimum Market Value of Listed Securities (“MVLS”) set forth in the Nasdaq Listing Rules for continued listing on the Nasdaq Global Market (the “MVLS Requirement”). Nasdaq Listing Rule 5450(b)(2)(A) requires companies to maintain a minimum MVLS of US$50,000,000 and Nasdaq Listing Rule 5810(c)(3)(C) provides that a failure to meet the MVLS requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the MVLS of the Company from August 12, 2024 to September 30, 2024, the Company no longer meets the minimum MVLS requirement. This notification does not impact the listing and trading of the Company’s securities at this time.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the Rule. To regain compliance, the Company’s MVLS must meet or exceed $50,000,000 for a minimum of ten consecutive business days prior to March 31, 2025. If at any time during this compliance period the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.
In the event the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. Alternatively, the Company may consider applying for a transfer to the Nasdaq Capital Market.
The Company intends to regain compliance with the applicable Nasdaq Listing Rules and will evaluate its available options to regain compliance with the MVLS Requirement within the 180-calendar-day compliance period.
AboutAlpha Star Acquisition Corporation
Alpha Star Acquisition Corporation is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
ForwardLooking Statements
This press release contains statements that constitute “forward-looking statements”. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contacts:
Zhe Zhang
Chairman and Chief Executive Officer
100 Church Street, 8th Floor, New York, New York
(332) 233-4356
Email: zhangzhe@siftcap.cn