Alpha Star Acquisition (OTC: ALSAF) secures US$500,000 interest-free sponsor loan

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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

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

FAQ

What agreement did Alpha Star Acquisition Corporation (ALSAF) enter into?

Alpha Star Acquisition Corporation entered into a Loan Agreement with its sponsor, A-Star Management Corp., providing a US$500,000 loan. The funds are designated for certain transaction costs and an extension fee as the SPAC works toward completing its initial business combination.

How large is the sponsor loan to Alpha Star Acquisition Corporation (ALSAF)?

The sponsor, A-Star Management Corp., agreed to loan Alpha Star Acquisition Corporation US$500,000. This amount is intended to fund specified transaction-related costs and an extension fee connected to the company’s efforts to consummate its initial business combination.

Does the Alpha Star (ALSAF) sponsor loan bear interest?

The loan from A-Star Management Corp. to Alpha Star Acquisition Corporation does not accrue any interest. This means the company will repay only the US$500,000 principal amount, reducing ongoing financing costs as it covers transaction and extension-related expenses for its business combination process.

When is Alpha Star’s (ALSAF) US$500,000 sponsor loan due?

The US$500,000 loan to Alpha Star Acquisition Corporation becomes payable on the date the company consummates its initial business combination. The company may prepay the principal at any time before that date, offering flexibility in how it manages repayment timing.

What will Alpha Star Acquisition Corporation (ALSAF) use the sponsor loan for?

Alpha Star Acquisition Corporation plans to use the US$500,000 sponsor loan to cover certain transaction costs and an extension fee. These expenses relate to maintaining and progressing the SPAC’s efforts to complete its initial business combination with a target company.

Who provided the US$500,000 loan to Alpha Star Acquisition Corporation (ALSAF)?

The loan was provided by A-Star Management Corp., Alpha Star Acquisition Corporation’s sponsor. As the SPAC’s sponsor, this affiliated entity is supplying non-interest-bearing funding to support transaction-related costs and the payment of an extension fee tied to the business combination timeline.

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

• EX-10.1 EX-10.1 5.4 KB

Other Documents

• EX-10 GRAPHIC 866.3 KB
• EX-10 GRAPHIC 951.6 KB
• EX-10 GRAPHIC 260.5 KB
• EX-10 GRAPHIC 189.8 KB
• EX-10 GRAPHIC 181.6 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB