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Alpha Star Acquisition Corporation, a Cayman Islands SPAC, reports no operating revenue and ongoing losses as it pursues a merger with OU XDATA GROUP. The proposed business combination values XDATA at $180 million, to be paid via 18,000,000 PubCo ordinary shares.
Alpha Star’s shareholders approved the XDATA deal and multiple charter and trust amendments extending its deadline to complete a business combination to December 15, 2026. Heavy redemptions have sharply reduced public shares; 3,227,664 ordinary shares were outstanding as of March 19, 2026, and the company reported a working capital deficit of $2,015,785 as of December 31, 2025.
The structure contemplates a reincorporation into a new Cayman holding company, with existing Alpha Star securities converting into PubCo shares, rights and warrants. Deferred underwriting commissions were cut from $2,875,000 to $950,000, and sponsor, XDATA shareholder and registration rights agreements impose post-closing lock-ups and resale mechanics.
Alpha Star Acquisition Corporation entered into a new loan agreement with its sponsor, A-Star Management Corp., providing a US$500,000 loan to the company. The funds are intended to cover certain transaction costs and an extension fee as the SPAC pursues its initial business combination.
The loan carries no interest and becomes payable when Alpha Star completes its initial business combination, although the principal can be repaid at any time before that. The agreement formalizes sponsor support for ongoing transaction-related expenses without adding interest-bearing debt.
Alpha Star Acquisition Corporation reported results of an Extraordinary General Meeting held on December 11, 2025, where shareholders approved changes that extend the company’s timeframe to complete a business combination. Investors approved a Trust Amendment Proposal allowing the company to extend the date to begin liquidating its IPO trust account from December 15, 2025 to December 15, 2026, with the option of up to twelve one-month extensions funded by a $35,000 Extension Payment into the trust account for each month.
Shareholders also approved a Charter Amendment Proposal to extend the deadline to consummate a business combination to December 15, 2026 by amending the company’s amended and restated memorandum and articles of association. All proposals on the agenda received 3,205,605 votes for and zero against or abstaining, representing 99.32% of outstanding ordinary shares as of the November 19, 2025 record date.
Alpha Star Acquisition Corporation is asking shareholders to approve amendments that would extend the deadline to complete a business combination from December 15, 2025 to December 15, 2026. If approved, the sponsor or its designees will lend the company $35,000 for each one‑month extension, with each payment deposited into the SPAC trust account. As of September 30, 2025, the trust held about $666,445, or roughly $24.9 per public share, compared with a market price of $12.63 on November 17, 2025. Holders of the 22,664 Public Shares may redeem for their pro rata share of the trust in connection with this vote or by the extended deadline if no deal is completed. If the extension proposals fail and no business combination closes by December 15, 2025, Alpha Star will liquidate and distribute the trust to public shareholders.
Alpha Star Acquisition Corporation filed its Q3 2025 report, highlighting a small operating base and SPAC transition activity. The company reported a net loss of $173,573 for the quarter and $511,835 for the nine months, driven by formation and operational costs of $179,556 in Q3 and $545,744 year‑to‑date, partly offset by Trust interest.
Assets fell as redemptions reduced the Trust Account to $666,445 at September 30, 2025 from $11.11M at year‑end; $10,819,317 was paid to redeem public shares in January 2025. Working capital deficit was $1,628,427. Promissory notes and a Sponsor loan totaled $1,315,158, and deferred underwriting commissions were $2,875,000, later reduced to $950,000 via an amendment on October 13, 2025.
The company was delisted from Nasdaq in May 2025 and now trades on OTC. It continues to pursue its business combination with OU XDATA GROUP, with monthly extension contributions of $35,000. Management disclosed substantial doubt about continuing as a going concern if no business combination is completed by December 15, 2025. As of November 14, 2025, 3,227,664 ordinary shares were outstanding.
Alpha Star Acquisition Corporation entered into an amendment to its underwriting agreement with Ladenburg Thalmann & Co., Inc. on October 13, 2025. Ladenburg agreed to reduce the deferred underwriting commission from $2,875,500 to $950,000, reflecting redemption levels by public shareholders and the Trust Account balance in connection with Alpha Star’s business combination with OU XDATA GROUP.
The amended commission is to be paid in cash at the closing of the business combination. If the Company does not pay, OU XDATA GROUP will pay at closing. The amendment is filed as Exhibit 10.1, with its terms incorporated by reference.