UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , one redeemable warrant to purchase one-half ordinary share and one right to acquire 1/7 of an ordinary share | OTC Markets Group Inc | |||
| OTC Markets Group Inc | ||||
| OTC Markets Group Inc | ||||
| OTC Markets Group Inc |
Item 1.01. 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.
Item 9.01 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 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 21, 2025 by the undersigned hereunto duly authorized.
| ALPHA STAR ACQUISITION CORPORATION | ||
| By: | /s/ Zhe Zhang | |
| Zhe Zhang, Chief Executive Officer | ||
Exhibit 10.1
Alpha Star Acquisition Corporation
October 13, 2025
Ladenburg Thalmann & Co. Inc.
640 Fifth Avenue, 4th Floor
New York, NY 10019
| Re: | Amendment 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.
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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 truly yours, | ||
| Alpha Star Acquisition Corporation | ||
| By: | /s/ Zhe Zhang | |
| Name: | Zhe Zhang | |
| Title: | CEO | |
| OU XDATA GROUP | ||
| By: | /s/ Roman Eloshvili | |
| Name: | Roman Eloshvili | |
| Title: | CEO | |
The foregoing Amendment
is hereby confirmed and accepted as
of the date first above written.
| LADENBURG THALMANN & CO. INC. | ||
| By: | /s/ Barry Steiner | |
| Name: | Barry Steiner | |
| Title: | Co-CEO | |