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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
December 11, 2025
Date
of Report (Date of earliest event reported)
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) |
|
(I.R.S.
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
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 11, 2025, Alpha Star Acquisition Corporation, a Cayman Islands exempted company (“Alpha
Star” or the “Company”) held an Extraordinary General Meeting of its shareholders. At the Extraordinary General
Meeting, the shareholders approved certain amendments to Alpha Star’s amended and restated memorandum and articles of
association (the “Amended and Restated Memorandum and Articles of Association”) as described in further detail in Item
5.07 of this Current Report on Form 8-K. The proposed amendments to the Company’s Amended and Restated Memorandum and Articles
of Association approved by the Company’s shareholders were to extend the date by which the Company must consummate a business
combination to December 15, 2026 (the “Charter Amendment Proposal”).
The
Charter Amendment Proposal is described in more detail in Alpha Star’s definitive proxy statement filed with the U.S. Securities
and Exchange Commission on November 26, 2025 (the “Proxy Statement”). The final voting results for each of the proposals are indicated
below. On December 11, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and
Restated Memorandum and Articles of Association. The foregoing description is qualified in its entirety by reference to the amendments
to the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Extraordinary General
Meeting held on December 11, 2025, there were 3,205,605 ordinary shares of Alpha Star present in person or represented by proxy, representing
99.32% of the outstanding ordinary shares of Alpha Star as of November 19, 2025, the record date for the Extraordinary General
Meeting, and constituting a quorum for the transaction of business. At the Extraordinary General Meeting, each of the proposals
described below was approved by the Company’s shareholders of record. The final results for the votes regarding each proposal are
set forth in the following tables. Each of the proposals is described in detail in the Company’s Proxy Statement.
Proposal
1 (Trust Amendment Proposal):
Amendment
of the Company’s investment management trust agreement (the “Trust Agreement”), dated December 9, 2021, entered into
by the Company and Wilmington Trust, N.A., as trustee (the “trustee”), as amended, to provide the Company with the discretion
to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with
the Company’s initial public offering (the “IPO”) up to twelve (12) additional times, each by a period of one month (the
“Extension”), from December 15, 2025 to December 15, 2026 by depositing into the Trust Account $35,000 (the “Extension
Payment”) for each one-month extension:
| |
|
For |
|
Against |
|
Abstain |
| Trust
Amendment Proposal |
|
3,205,605 |
|
0 |
|
0 |
Proposal
2 (Charter Amendment Proposal):
Amendment
of the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and
Articles of Association”) to extend the date by which the Company must consummate a business combination to December 15, 2026
(the “Extended Date”), by amending the Amended and Restated Memorandum and Articles of Association to delete the
existing Section 36.2 thereof and replacing it with the new Section 36.2:
| |
|
For |
|
Against |
|
Abstain |
| Charter
Amendment Proposal |
|
3,205,605 |
|
0 |
|
0 |
Proposal
3 (Adjournment Proposal):
Adjournment
of the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies, if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the foregoing proposals:
| |
|
For |
|
Against |
|
Abstain |
| Adjournment
Proposal |
|
3,205,605 |
|
0 |
|
0 |
Because
other proposals had received the requisite approval, this Proposal 3 was rendered moot and not voted at the Extraordinary General Meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amendments to the Amended and Restated Memorandum and Articles of Association |
| 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 December 11, 2025 by the undersigned hereunto duly authorized.
| |
ALPHA
STAR ACQUISITION CORPORATION |
| |
|
| |
By:
|
/s/
Zhe Zhang |
| |
|
Zhe
Zhang, Chief Executive Officer |
