8-K

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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

October 13, 2025

Date

of Report (Date of earliest event reported)

ALPHA

STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

00-0000000

Cayman Islands	001-41153	n/a
(State<br> or other jurisdiction	(Commission	(I.R.S.<br> Employer
of<br> incorporation)	File<br> Number)	Identification<br> No.)
100 Church Street, 8th Floor, New York, New York	10004
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(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	ALSUF	OTC<br> Markets Group Inc
Ordinary<br> Share, par value $0.001	ALSAF	OTC<br> Markets Group Inc
Redeemable<br> warrants, each warrant exercisable for one-half of an ordinary share	ALSWF	OTC<br> Markets Group Inc
Rights,<br> each to receive one-seventh (1/7) of one ordinary share	ALSTF	OTC<br> Markets Group Inc

Item1.01. Entry into a Material Definitive Agreement.

On December 13, 2021, Alpha Star Acquisition Corporation, a Cayman Islands exempt company (the “Company” or “Alpha Star”), entered into an underwriting agreement (the “Initial Underwriting Agreement”) with Ladenburg Thalmann & Co., Inc., as representative of the underwriters named therein (“Ladenburg”), pursuant to which the Company agreed to pay to Ladenburg an aggregate amount of $2,875,500 in cash as a deferred underwriting commission (the “DUC”) upon the consummation of the Company’s initial business combination.

On October 13, 2025, in consideration of the redemption levels by Alpha Star public shareholders and the balance of the Trust Account following the shareholder redemptions in connection with the business combination of the Company and OU XDATA GROUP (the “Business Combination”), among other factors, the Company, Ladenburg and OU XDATA GROUP entered into an amendment to the Initial Underwriting Agreement (the “Amended Underwriting Agreement”), pursuant to which Ladenburg agreed to reduce the DUC from $2,875,500 to $950,000, to be paid in cash by the Company or, if the Company fails to do so, by OU XDATA GROUP, at the closing of the Business Combination.

The foregoing descriptions of the Amended Underwriting Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the Amended Underwriting Agreement, a copy of the which is filed with this Current report on Form 8-K as Exhibit 10.1, the terms of which are incorporated by reference herein.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
10.1	Amendment to the Underwriting Agreement by and between Alpha Star Acquisition Corporation and Ladenburg Thalmann & Co. Inc., dated December 13, 2021.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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 21, 2025 by the undersigned hereunto duly authorized.

ALPHA<br> STAR ACQUISITION CORPORATION
By:	/s/ Zhe Zhang
	Zhe<br> Zhang, Chief Executive Officer

Exhibit10.1

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AlphaStar Acquisition Corporation

October 13, 2025

Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4^th^ Floor

New York, NY 10019

Re:	Amendment<br> to Underwriting Agreement

Ladies and Gentlemen:

Reference is made to that certain Underwriting Agreement by and between Alpha Star Acquisition Corporation (the “Company”) and Ladenburg Thalmann & Co. Inc., as Underwriter, dated as of December 13, 2021 (the “Underwriting Agreement”). Terms used but not defined herein shall have the meaning ascribed to such term in the Underwriting Agreement.

In connection with the impending closing (“Closing”) of the proposed business combination under the definitive business combination agreement dated September 12, 2024, by and among the Company and OU XDATA GROUP, a company incorporated in Estonia, and Roman Eloshvili, the sole shareholder of XDATA, and Xdata Group, an exempted company incorporated in the Cayman Islands with limited liability, as amended by a supplemental agreement dated December 15, 2024 and a joinder agreement thereto dated September 23, 2024, the Company and the Underwriter are entering into this letter agreement (this “Amendment”) to provide for the reduction of the amount of the Deferred Underwriting Commission as set forth in this Amendment.

Pursuant to the Underwriting Agreement, the aggregate amount of the Deferred Underwriting Commission per the Underwriting Agreement was $2,875,000. The aggregate amount of the Deferred Underwriting Commission as a result of this Amendment shall be reduced to $950,000 (the “Reduced DUC”), payable as follows: $950,000 by wire transfer at the Closing to Ladenburg Thalmann & Co. Inc.; to the extent that the Company fails to do so, OU XDATA GROUP shall pay such funds by wire transfer at Closing to Ladenburg Thalmann & Co. Inc. For the avoidance of doubt, to the extent that the Company or OU XDATA GROUP, as the case may be, has fulfilled its obligation by paying or causing to be paid the Reduced DUC pursuant to this paragraph, the Company and OU XDATA GROUP, as the case may be, shall be unconditionally, absolutely and forever waived, released, acquitted and discharged from any and all claims, actions, causes of action, demands, obligations, suits, debts, sums, accounts, rights, damages, penalties, costs, attorneys’ fees, losses, expenses, and liabilities whatsoever under the Underwriting Agreement with respect to the payment of the Deferred Underwriting Commission.

This Amendment constitutes the entire agreement between the Company and the Underwriter with respect to the matters set forth herein and supersedes all prior and contemporaneous discussions, agreements and understandings with respect to the matters covered herein. This Amendment specifically amends, replaces and supersedes the first sentence of Section 1.3 of the Underwriting Agreement. Except as set forth in this Amendment, provisions of the Underwriting Agreement which are not inconsistent with this Amendment shall remain in full force and effect. For the avoidance of any doubt, the indemnification and contribution provisions of the Underwriting Agreement shall not be amended hereby and shall remain in full force and effect.

This Amendment shall be governed by, and construed in accordance with, the law of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law.

This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]

If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the Underwriter in accordance with its terms.

Very<br> truly yours,
Alpha<br> Star Acquisition Corporation
By:	/s/ Zhe Zhang
Name:	Zhe<br> Zhang
Title:	CEO
OU<br> XDATA GROUP
By:	/s/ Roman Eloshvili
Name:	Roman<br> Eloshvili
Title:	CEO

The foregoing Amendment

is hereby confirmed and accepted as

of the date first above written.

LADENBURG<br> THALMANN & CO. INC.
By:	/s/ Barry Steiner
Name:	Barry<br> Steiner
Title:	Co-CEO