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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
Date
of Report (Date of earliest event reported): March 16, 2026
ALPHA
STAR ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41153 |
|
N/A
00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 100
Church Street, 8th Floor, New York, New York |
|
10004 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (332) 233-4356
Not
Applicable
(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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
*The
registrant’s units, ordinary shares, warrants and rights each trade on the OTC Market under the trading symbols “ALSUF,”
“ALSAF,” “ALSWF,” and “ALSTF.”
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
March 16, 2026, Alpha Star Acquisition Company (the “Company”) entered into a Loan Agreement
(the “Loan Agreement”), by and among the Company and A-Star Management Corp., the Company’s sponsor (the “Sponsor”),
pursuant to which the Sponsor agreed to loan an aggregate of US$500,000 to the Company, to cover the Company’s certain transaction
costs and extension fee (the “Loan”). The Loan will not accrue any interest. Pursuant to the Loan Agreement, the Loan shall
be payable on the date on which the Company consummates its initial business combination. The principal balance may be prepaid at any
time.
The
foregoing description is qualified in its entirety by reference to the terms and conditions of the Loan Agreement, the form of which
is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
| (d) |
Exhibits. |
| |
|
| |
The
following exhibits are being filed herewith: |
| 10.1 |
Loan Agreement, dated as of March 16, 2026, by and among A-Star Management Corp. and Alpha Star Acquisition Corporation |
| 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 to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ALPHA STAR ACQUISITION CORPORATION |
| |
|
|
| |
By: |
/s/
Zhe Zhang |
| |
Name:
|
Zhe
Zhang |
| |
Title: |
Chief
Executive Officer |
Date:
March 19, 2026
