Alpha Star amends underwriter fee ahead of OU XDATA business combo

Rhea-AI Filing Summary

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.

Insights

SPAC capital structure analyst

Reduced DUC lowers cash needed at closing; outcome hinges on closing.

Alpha Star and Ladenburg amended the deferred underwriting commission to $950,000 from $2,875,500 on October 13, 2025. The payment is due in cash at the closing of the business combination with OU XDATA GROUP, aligning fees with shareholder redemptions and Trust Account balance.

The mechanism shifts a portion of closing cash outflows lower versus the original agreement. The amendment also provides that if Alpha Star does not pay, OU XDATA GROUP will pay at closing, which clarifies responsibility without altering the closing condition disclosed here.

The practical impact depends on the transaction closing and the final Trust Account cash at closing. Subsequent disclosures may detail any further fee adjustments or closing conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		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

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 communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share, par value $0.001, one redeemable warrant to purchase one-half ordinary share and one right to acquire 1/7 of an ordinary share		ALSUF		OTC Markets Group Inc
Ordinary Share, par value $0.001		ALSAF		OTC Markets Group Inc
Redeemable warrants, each warrant exercisable for one-half of an ordinary share		ALSWF		OTC Markets Group Inc
Rights, each to receive one-seventh (1/7) of one ordinary share		ALSTF		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

FAQ

What did ALSAF disclose in its Form 8-K?

Alpha Star amended its underwriting agreement so Ladenburg reduces the deferred underwriting commission from $2,875,500 to $950,000, payable in cash at closing.

When is the deferred underwriting commission payable under the amendment?

It is payable in cash at the closing of the business combination with OU XDATA GROUP.

Who is responsible for paying the commission if the Company does not pay?

If the Company fails to pay, OU XDATA GROUP will pay the $950,000 at closing.

Why was the underwriting agreement amended?

It was amended in consideration of redemption levels by public shareholders and the Trust Account balance following redemptions tied to the business combination.

Who is the underwriter involved in the amendment?

The agreement is with Ladenburg Thalmann & Co., Inc., the representative of the named underwriters.

What exhibit contains the amendment details?

The amendment is filed as Exhibit 10.1, with its terms incorporated by reference.