M&A - Alpha Star Acquisition Corp

Form Type: PRE 14A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000164117225012066

Filing Summary: Alpha Star Acquisition Corporation has filed a preliminary proxy statement regarding an Extraordinary General Meeting of shareholders scheduled for June [*], 2025. The meeting aims to address three proposals: (1) an amendment to the investment management trust agreement allowing an extension of the trust liquidation date to December 15, 2025, subject to monthly extension payments of $35,000; (2) amending the company’s articles of association to extend the deadline for completing a business combination to December 15, 2025; and (3) a resolution to potentially adjourn the meeting for further solicitation of proxies if proposals do not secure sufficient votes. The business combination, outlined in a previously disclosed agreement with XDATA, will involve merging Alpha Star into a newly formed company, PubCo, creating a publicly traded entity that will own XDATA. The proposals are crucial for extending the timeframe needed to finalize this business merger. If the proposals fail and a merger is not completed by June 15, 2025, Alpha Star will be forced to liquidate and distribute funds in the trust account to shareholders. The board recommends all shareholders vote in favor of these proposals.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000164117225008917

Filing Summary: Alpha Star Acquisition Corporation has announced a definitive agreement for a business combination with XData Group, a B2B software development company focused on the European banking sector. The merger, valued at $180 million, aims for XData Group to go public on Nasdaq in the first half of 2025. The deal has been unanimously approved by both companies' boards. XData Group, founded in 2022 and headquartered in Tallinn, Estonia, has significantly grown, tripling its workforce in 2024 and launching a flagship banking solution that enhances user experience and operational efficiency. The merger is seen as a critical step for XData Group, enabling it to access new capital and scale its operations. XData Group specializes in compliance and anti-money laundering technology, and the merger is expected to support its expansion and innovative product offerings. The company will be led by its founder and CEO, Roman Eloshvili, after the merger.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225008271

Filing Summary: On May 2, 2025, Alpha Star Acquisition Corporation's Extraordinary General Meeting was held, where proposals regarding a business combination were reviewed and approved by shareholders. A significant proposal was the Business Combination Agreement between Alpha Star, Xdata Group, and OU XDATA GROUP, which outlines a merger where Alpha Star will merge with and into Xdata Group, with Xdata becoming the surviving entity. This merger includes the exchange of shares, making XDATA a wholly-owned subsidiary of the new entity. Other proposals included the Reincorporation Merger, Nasdaq Listing, governance changes, an incentive plan, and the appointment of directors for the new company. All relevant proposals received overwhelming shareholder support, with over 99% approvals, solidifying the path for the business combination to proceed.

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.

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.