M&A - Alpha Star Acquisition Corp

Form Type: PRE 14A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000164117225001110

Filing Summary: Alpha Star Acquisition Corporation is proposing a merger with OU XDATA GROUP, whereby Alpha Star will merge into PubCo (the holding company of XDATA) and XDATA will become a wholly owned subsidiary of PubCo. The business combination involves a reconstitution of equity ownership where Alpha Star shareholders will receive PubCo ordinary shares in exchange for their existing shares. Key conditions include the approval of the Business Combination Agreement, which was originally dated September 12, 2024, and subsequently amended through a supplemental agreement on December 15, 2024. The merging process includes separating existing Alpha Star Units into shares, rights, and warrants, followed by conversions resulting in new PubCo shares. Additionally, shareholders are given redemption rights for public shares, prompting significant shareholder involvement in voting for the agreement. There are risks related to Nasdaq listing procedures and trading suspensions due to previous completion delays. Should the merger fail by June 15, 2025, Alpha Star will initiate winding up operations and liquidate accordingly. The document also outlines various financing arrangements and the implications for shareholders as part of the merger process.

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Form Type: 10-K

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000149315225008023

Filing Summary: Alpha Star Acquisition Corporation, a Cayman Islands exempted company, is in the process of merging with OU XDATA GROUP, incorporated in Estonia. A business combination agreement was executed on September 12, 2024, providing for the merger of Alpha Star into a newly incorporated entity named PubCo. The shareholders of Alpha Star will exchange their shares for shares in PubCo. The existing ordinary shares and related securities of Alpha Star will convert into corresponding securities of PubCo upon completion. The transaction is valued at approximately $180 million with 18,000,000 PubCo shares to be issued to XDATA shareholders. Conditions for closing include approvals from shareholders of both companies and regulatory requirements. The deadline for consummating the merger is set for June 15, 2025, with provisions for potential extensions and liquidation if not completed by the deadline. Alpha Star has encountered a working capital deficit of $743,201 as of December 31, 2024. The report discusses risks, financials, and ongoing efforts in identifying suitable business transactions. The Company has had losses since inception, highlighting the speculative nature of the investment. Investors are cautioned regarding future performance risks.

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