ALSAF 10-K/A

Alpha Star Acquisition Corp (ALSAF)

10-K/A 2024-06-18 For: 2021-12-31

View Original

Added on April 04, 2026

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.001 Per Share	ALSA	The Nasdaq Stock Market, LLC
Rights Entitling the Holder to Receive One-Seventh (1/7) of one Ordinary Share	ALSAR	The Nasdaq Stock Market, LLC
Redeemable Warrant Entitling the Holder to Purchase One-half (1/2) of One Ordinary Share	ALSAW	The Nasdaq Stock Market, LLC
Units, Each Consisting of One Ordinary Share, One Right and One Warrant	ALSAU	The Nasdaq Stock Market, LLC

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☒
						Emerging growth company	☒

	PAGE
PART I	1

Item 1. Business (As Restated)	1
Item 1A. Risk Factors	8
Item 1B. Unresolved Staff Comments	39
Item 2. Properties	39
Item 3. Legal Proceedings	39
Item 4. Mine Safety Disclosures	39

PART II	40

Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities	40
Item 6. Reserved	41
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	44
Item 8. Financial Statements and Supplementary Data	44
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A. Controls and Procedures (As Restated)	45
Item 9B. Other Information	45
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45

PART III	46

Item 10. Directors and Executive Officers of the Registrant	46
Item 11. Executive Compensation	48
Item 12. Security Ownership of Certain Beneficial Owners and Management	49
Item 13. Certain Relationships and Related Transactions	51
Item 14. Principal Accountant Fees and Services	52

PART IV	F-1

Item 15. Exhibits and Financial Statement Schedules (As Restated)	F-1
Item 16. Form 10-K Summary	53

	●	ability to complete our initial business combination;

	●	success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

	●	potential ability to obtain additional financing to complete a business combination;

	●	pool of prospective target businesses;

	●	ability of our officers and directors to generate a number of potential investment opportunities;

	●	potential change in control if we acquire one or more target businesses for shares or other forms of equity;

	●	public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act;

	●	use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

	●	financial performance following our business combination, if we compete a business combination.

	●	*Middle-Market Growth Business.* We will primarily seek to acquire one or more growth businesses with a total enterprise value of between $300,000,000 and $600,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.

	●	*Companies in Business Segments that are Strategically Significant to the Asian Markets.* We will seek to acquire those businesses that are currently strategically significant in the Asian markets. Such sectors include clean energy, internet and high technology, financial technology, health care, consumer and retail, energy and resources, manufacturing and education.

	●	*Business with Revenue and Earnings Growth Potential.* We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

	●	*Companies with Potential for Strong Free Cash Flow Generation.* We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

	●	*Benefit from Being a Public Company.* We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

	●	if, and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.

	●	a limited availability of market quotations for our securities;

	●	reduced liquidity for our securities;

	●	a determination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

	●	a limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	restrictions on the nature of our investments; and

	●	restrictions on the issuance of securities;

	●	registration as an investment company;

	●	adoption of a specific form of corporate structure; and

	●	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

	●	may significantly dilute the equity interest of investors in our initial public offering;

	●	may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;

	●	could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

	●	may adversely affect prevailing market prices for our units, ordinary shares, rights and/or warrants.

	●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	●	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

	●	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

	●	our inability to pay dividends on our ordinary shares;

	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

	●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

	●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

	●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

	●	solely dependent upon the performance of a single business, property or asset; or

	●	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

	(i)	we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share;

	(ii)	the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and

	(iii)	the Market Value is below $9.20 per share,

	●	the history and prospects of companies whose principal business is the acquisition of other companies;

	●	prior offerings of those companies;

	●	our prospects for acquiring an operating business at attractive values;

	●	a review of debt to equity ratios in leveraged transactions;

	●	our capital structure;

	●	an assessment of our management and their experience in identifying operating companies;

	●	general conditions of the securities markets at the time of our initial public offering; and

	●	other factors as were deemed relevant.

	●	rules and regulations or currency redemption or corporate withholding taxes on individuals;

	●	laws governing the manner in which future business combinations may be effected;

	●	tariffs and trade barriers;

	●	regulations related to customs and import/export matters;

	●	longer payment cycles;

	●	tax issues, such as tax law changes and variations in tax laws as compared to the United States;

	●	currency fluctuations and exchange controls;

	●	rates of inflation;

	●	challenges in collecting accounts receivable;

	●	cultural and language differences;

	●	employment regulations;

	●	crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

	●	deterioration of political relations with the United States which could result in any number of difficulties, both normal course such as above or extraordinary such as sanctions being imposed. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer.

	●	our ability to complete our initial business combination;

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

	●	our potential ability to obtain additional financing to complete our initial business combination;

	●	our pool of prospective target businesses;

	●	the ability of our officers and directors to generate a number of potential acquisition opportunities;

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

	●	our financial performance following our initial public offering.

Name	Age	Title
Zhe Zhang	47	Chairman, Chief Executive Officer and Director
Guojian Chen	29	Chief Financial Officer and Director
Konstantin A. Sokolov	46	Director
Xiaofeng Zhou	40	Director
Huei-Ching Huang	54	Director

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares;

	●	each of our officers and directors; and

	●	all of our officers and directors as a group.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽³⁾		Approximate Percentage of Outstanding Shares⁽³⁾
A-Star Management Corporation⁽²⁾		3,205,000		21.88	%
Zhe Zhang⁽²⁾		3,205,000		21.88	%
Guojian Chen⁽⁴⁾		—		—
Konstantin A. Sokolov⁽⁴⁾		—		—
Xiaofeng Zhou⁽⁴⁾		—		—
Huei-Ching Huang⁽⁴⁾		—		—
Steven Markscheid⁽⁴⁾		—		—
All directors and officers as a group (6 individuals)		3,205,000		21.88	%

5% or greater beneficial owners
Lighthouse Investment Partners, LLC⁽⁵⁾		981,585		6.68	%
Yakira Partners, LP⁽⁶⁾		790,000		5.37	%
Weiss Asset Management LP⁽⁷⁾		860,000		5.85	%
Space Summit Capital LLC⁽⁸⁾		929,634		8.08	%
Feis Equities LLC⁽⁹⁾		985,830		8.57	%
Saba Capital Management, L.P.⁽¹⁰⁾		675,245		5.7	%

*	Less than one percent.

(1)	Unless otherwise indicated, the business address of each of the individuals is 80 Broad Street, 5^th Floor, New York, New York 10004.

(2)	Represents 2,875,000 founder ordinary shares and 330,000 private placement ordinary shares held by A-Star Management Corporation, our sponsor. Mr. Zhe Zhang, our Chairman and Chief Executive Officer, is the sole director of our sponsor, have voting and dispositive power of the ordinary shares. The address for our sponsor is Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG 1110 British Virgin Islands.

(3)	Based upon 14,705,000 ordinary shares outstanding. Includes the 330,000 private placement units (and the component parts) purchased by our sponsor simultaneously with the consummation of our initial public offering.

(4)	Such individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

(5)	Based on information contained in a Schedule 13G filed on February 14, 2022. Lighthouse serves as the investment manager of MAP 136, MAP 204, and MAP 214. Because Lighthouse may be deemed to control MAP 136, MAP 204, and MAP 214, as applicable, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer’s Shares reported herein.

(6)	Based on information contained in a Schedule 13G filed on February 9, 2022 by Yakira Partners, L.P., Yakira Enhanced Offshore Fund Ltd. and MAP 136 Segregated Portfolio. Each such entity reported that it has shared power to vote 790,000 units and shared power to dispose of 790,000 units.

(7)	Based on information contained in the Schedule 13G filed on February 7, 2022 by Weiss Asset Management, WAM GP, and Andrew Weiss. Each reporting person has shared power to vote 860,000 ordinary shares and shared the power to dispose of 860,000 shares. The business address for each reporting person is 222 Berkeley St., 16^thFloor, Boston, Massachusetts 02116.

(8)	Based on information contained in the Schedule 13G/A filed on February 3, 2022 by Space Summit Capital LLC, the reporting entity has sole power to vote 929,634 share and sole power to dispose 929,634 shares. The business address for the reporting person is 15455 Albright Street, Pacific Palisades, CA 90272.

(9)	Based on information contained in the Schedule 13G/A filed on January 11, 2022 by Feis Equities LLC, the reporting entity has sole power to vote 985,830 shares and sole power to dispose 985,830 shares.

(10)	Based on information contained in the Schedule 13G file on December 23, 2021 by Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC, the reporting person has shares power to vote 675,245 shares and shared power to dispose 675,245 shares.

	Page
Report of Independent Registered Public Accounting Firm (As Restated) (Firm ID: 1195)	F-2
Financial Statements:
Balance Sheet (As Restated)	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Deficit	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements (As Restated)	F-7

	As of December 31, 2021
	(As Restated)
Assets
Current assets:
Cash in escrow	$	387,858
Prepaid expenses		142,192
Total current assets		530,050
Noncurrent assets:
Marketable securities held in Trust Account		115,000,744
Total noncurrent assets		115,000,744

Total assets	$	115,530,794

Liabilities and stockholders’ equity
Current liabilities:
Accrued expenses	$	52,999
Total current liabilities		52,999
Noncurrent liabilities:
Deferred underwriting commissions		2,875,000
Total noncurrent liabilities		2,875,000

Total liabilities		2,927,999

Commitments and contingencies		-
Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of $10.00 per share		115,000,000

Stockholders’ deficit:
Ordinary shares, par value $0.001, authorized 50,000,000 shares; 3,205,000 shares issued and outstanding at December 31, 2021, excluding 11,500,000 shares subject to possible redemption		3,205
Additional paid-in capital		–
Accumulated deficit		(2,400,410	)
Total stockholders’ deficit		(2,397,205	)
Total liabilities and stockholders’ deficit	$	115,530,794

	For the period from March 11, 2021 (inception) to December 31, 2021
Formation and operational costs	$	53,258
Loss from operation costs		53,258

Other income
Interest income		749
Total other income		749

Loss before income taxes		(52,509	)

Income tax (benefit) expense		–
Net loss	$	(52,509	)

Basic and diluted weighted average shares outstanding - ordinary shares subject to redemption		660,473
Basic and diluted net loss per share	$	24.46

Basic and diluted weighted average shares outstanding - non redeemable ordinary shares		2,893,953
Basic and diluted net loss per share	$	(5.60	)


	Ordinary shares						Paid-in			Accumulated			Stockholders’
	Shares			Amount			capital			deficit			deficit
Balance at March 11, 2021 (inception)		-		$	-		$	-		$	-		$	-
Balance		-		$	-		$	-		$	-		$	-
Issuance of founder shares to sponsor		2,875,000			2,875			22,125			-			25,000
Sales of ordinary shares and over-allotment		11,500,000			11,500			114,988,500			-			115,000,000
Underwriters’ compensation		-			-			(5,175,000	)		-			(5,175,000	)
Offering costs		-			-			(494,696	)		-			(494,696	)
Sale of shares to sponsor in private placement		330,000			330			3,299,670			-			3,300,000
Ordinary shares subject to possible redemption		(11,500,000	)		(11,500	)		(100,066,549	)		-			(100,078,049	)
Allocation of offering costs related to redeemable shares		-			-			4,934,018			-			4,934,018
Accretion for redeemable shares to redemption value		-			-			(17,508,069	)		(2,347,901	)		(19,855,970	)
Net loss		-			-			-			(52,509	)		(52,509	)
Balance at December 31, 2021		3,205,000		$	3,205		$	-		$	(2,400,410	)	$	(2,397,205	)
Balance		3,205,000		$	3,205		$	-		$	(2,400,410	)	$	(2,397,205	)

	For the period from March 11, 2021 (inception) to December 31, 2021
Cash flows from operating activities:
Net loss	$	(52,509	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned in trust account		(749	)
Amortization of prepaid expense		7,808
Net changes in operating assets & liabilities:
Prepaid expenses		(150,000	)
Accrued expenses		52,999
Net cash used in operating activities		(142,451	)

Cash flows from investing activities:
Investment of cash in trust account		(115,000,000	)
Net cash used in investing activities		(115,000,000	)

Cash flows from financing activities:
Proceeds from issuance of founder shares to sponsor		25,000
Proceeds from sponsor loan		300,000
Payment of sponsor loan		(300,000	)
Proceeds from sale of private placement unit		3,300,000
Proceeds from sale of units		115,000,000
Payment of offering costs		(2,794,691	)
Net cash provided by financing activities		115,530,309

Net increase in cash and cash equivalents		387,858
Cash and cash equivalents at beginning of period		–
Cash and cash equivalents at end of period	$	387,858

Supplemental disclosure of non-cash investing and financing Activities:
Defer underwiring compensation	$	2,875,000
Ordinary stock subject to possible redemption	$	100,078,049
Reclassification of offering costs related to public shares	$	(4,934,018	)
Subsequent measurement of ordinary shares subject to redemption against additional paid-in-capital (“APIC”) and accumulated deficit	$	19,855,970

As December 31, 2021:	As Previously Reported		Adjustment			As Restated
Current assets:
Marketable securities held in Trust Account	$	115,000,744	$	(115,000,744	)	$	-
Total current assets		115,530,794		(115,000,744	)		530,050
Noncurrent assets:
Marketable securities held in Trust Account		-		115,000,744			115,000,744
Total noncurrent assets		-		115,000,744			115,000,744
Total assets	$	115,530,794	$	-		$	115,530,794

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		2,927,999		(2,875,000	)		52,999
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities	$	2,927,999	$	-		$	2,927,999

As December 15, 2021:	As Previously Reported		Adjustment			As Restated
Current assets:
Cash held in Trust Account	$	115,682,250	$	(115,000,000	)	$	682,250
Total current assets		115,752,738		(115,000,000	)		752,738
Noncurrent assets:
Cash held in Trust Account		-		115,000,000			115,000,000
Total noncurrent assets		-		115,000,000			115,000,000
Total assets	$	115,752,738	$	-		$	115,752,738

Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,084,134		(2,875,000	)		209,134
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities	$	3,084,134	$	-		$	3,084,134

	For the period from March 11, 2021 (inception) to December 31, 2021
Net (loss) income	$	(52,509	)
Accretion of temporary equity to redemption value	$	(19,855,970	)
Net loss including accretion of temporary equity to redemption value	$	(19,908,479	)


	For the period from March 11, 2021 (inception) to December 31, 2021
	Non-redeemable shares			Redeemable shares
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses included accretion	$	(16,209,143	)	$	(3,699,335	)
Accretion of temporary equity to redemption value				$	19,855,970
Allocation of net income (loss)	$	(16,209,143	)	$	16,156,634

Denominators:
Weighted-average shares outstanding		2,893,953			660,473
Basic and diluted net income (loss) per share	$	(5.60	)	$	24.46


Gross proceeds from public shares	$	115,000,000
Less:
Proceeds allocated to pubic rights		(11,780,488	)
Proceeds allocated to pubic warrants		(3,141,463	)
Allocation of offering costs related to ordinary shares		(4,934,018	)
Total		(19,855,970	)
Plus:
Accretion of carrying value to redemption value		19,855,970
Ordinary shares subject to possible redemption	$	115,000,000

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Assets		Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Marketable Securities held in Trust Account		$	115,000,744			$	-			$	-

Exhibit No.		Description
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

	ALPHA STAR ACQUISITION CORPORATION

	By:	/s/ Zhe Zhang
		Zhe Zhang
		Chief Executive Officer
		(Principal Executive Officer)