Alpha Star Acquisition Corporation

What the company is

• A blank check company (special purpose acquisition company, SPAC) formed in the Cayman Islands (incorporated March 11, 2021) to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more target businesses.
• Management and sponsor are aligned to identify and complete an initial business combination, after which the post-transaction company would operate the combined business.

Recent corporate and market status

• Initial public offering (IPO) completed on December 15, 2021; units offered at $10.00 each.
• Units sold in IPO: 11,500,000 units; gross proceeds: $115,000,000.
• Private placement at the IPO close: 330,000 Private Placement Units; gross proceeds: $3,300,000.
• At December 31, 2025, the company had no revenue and had incurred losses from operations since inception and since the IPO.
• As of December 31, 2025:
  • Working capital deficit: $2,015,785.
  • Ordinary shares outstanding: 3,227,664.
  • Warrants outstanding: 5,750,000.
• Market status:
  • Public securities trade on the OTC market following Nasdaq delisting in December 2024.
  • OTC tickers: ALSUF (units), ALSAF (ordinary shares), ALSTF (rights), ALSWF (warrants).

Capital structure and trust funds

• Trust account funding:
  • Total trust funds set aside for the business combination: $115,000,000.
  • Composition: $112,700,000 from IPO proceeds (includes up to $2,875,000 of underwriter’s deferred discount) and $2,300,000 from the private placement.
  • Held in a U.S.-based trust account established by VStock Transfer LLC; trustee: Wilmington Trust, N.A.
• Use of trust funds:
  • Funds generally will be released only at the earliest of (i) completion of a business combination, (ii) redemption in connection with certain extensions or amendments, or (iii) redemption of public shares if the company cannot complete a business combination by the deadline, with interest available to pay taxes.
• Redemption and extension framework:
  • The sponsor agreement allows monthly extensions of the business combination deadline (up to 21 months total from December 15, 2021) with monthly extension deposits into the trust account ($383,332 per extension, or $0.40 per public share), subject to approvals.
  • Numerous redemptions have occurred in prior extension votes (examples include 2,436,497 shares redeemed in July–August 2023; 3,319,923 in January 2024; 4,840,581 in July 2024; 880,335 in December 2024; 702 in December 2025 extension vote with no redemptions).
  • As of the latest extended deadline discussed (December 15, 2026), the trust extension mechanism provides for up to six additional one-month extensions (each $35,000), per Extraordinary General Meetings held in 2024–2025.

Proposed business combination

• Target: OU XDATA Group (XDATA), a company incorporated in Estonia.
• Structure (per the Business Combination Agreement dated September 12, 2024, and related amendments):
  • Alpha Star will reincorporate via a merger into PubCo (a Cayman Islands exempted company) and then effect a share exchange with XDATA’s shareholder(s).
  • PubCo will assume Alpha Star’s warrants and rights as applicable; Alpha Star shareholders receive PubCo ordinary shares on the First Effective Time; Alpha Star warrants convert to PubCo warrants; Alpha Star rights convert to PubCo ordinary shares. Unit separation occurs at closing.
  • Transaction value (pre-Business Combination) is based on XDATA’s pre-money valuation of $180 million (the “Transaction Consideration”).
  • Consideration to XDATA shareholders at closing: 18,000,000 PubCo Ordinary Shares.
• CHFT Advisory and Appraisal Limited provided a fairness opinion dated September 12, 2024, that the Transaction Consideration is fair from a financial point of view to Alpha Star.
• Closing conditions include:
  • Approval by Alpha Star and XDATA shareholders.
  • Absence of prohibitive legal orders.
  • Nasdaq listing approval for PubCo Ordinary Shares and/or PubCo Warrants at closing.
  • Effectiveness of the Registration Statement and absence of SEC stop orders.
  • Other standard regulatory and third-party approvals and consents.
• Covenants and other terms:
  • XDATA and Alpha Star will operate in the ordinary course pre-closing, provide access to information, and address non-compete/non-solicitation obligations.
  • Joinder agreements and other customary covenants to facilitate closing.
• The Business Combination was approved by the Alpha Star and XDATA boards, but the closing had not been consummated as of the date of the report.

Management, strategy, and investment criteria

• Acquisition strategy:
  • Identify, acquire, and operate a target post-transaction to create shareholder value.
  • Rely on the management team and sponsor networks (industry connections, banking, and corporate relationships) to source opportunities.
• Target criteria and focus:
  • Middle-market growth opportunities with enterprise value generally in the hundreds of millions (the document cites $300–$600 million as a general target band).
  • Sector focus includes clean energy, internet and high technology, fintech, healthcare, consumer/retail, energy/resources, manufacturing, and education, with emphasis on opportunities relevant to Asian markets.
  • Targets with potential for revenue and earnings growth, strong free cash flow, predictable revenue, and scalable operations.
  • Preference for businesses that would benefit from being publicly traded.
• Considerations and risks:
  • The company may pursue targets affiliated with the sponsor, officers, or directors; independent advisor opinions will be obtained for related-party transactions when required.
  • If no independent valuation opinion is obtained, the board will use its judgment to determine fair market value.
• Post-transaction structure:
  • The post-transaction company may own 50% or more of the target or a controlling interest; in some cases it could own less than 100% while still meeting regulatory or investment criteria.

Financial and operating profile

• As of December 31, 2025 the company reported no revenue and ongoing losses from operations since inception and since the IPO.
• Working capital deficit as of December 31, 2025: $2,015,785.
• Aggregate proceeds raised: $118,300,000 (IPO and private placement), with $115,000,000 held in trust for completing a business combination.

Other details

• Sponsor and ownership:
  • Sponsor: A-Star Management Corporation (British Virgin Islands); controlled by Zhe Zhang, a PRC citizen; the sponsor owns approximately 99.3% of Alpha Star’s outstanding shares.
• Legal and regulatory considerations:
  • The company addresses potential implications of foreign ownership regulatory regimes (including CFIUS considerations) depending on the target and jurisdiction.
  • It qualifies as an “emerging growth company” and a “smaller reporting company” under relevant U.S. securities regulations.
• Headquarters and contact:
  • Executive offices: 100 Church Street, 8th Floor, New York, NY 10007.
  • Phone: (332) 233-4356.

Summary: Alpha Star Acquisition Corporation is a Cayman-domiciled SPAC formed to identify and complete an initial business combination and is pursuing a merger with OU XDATA Group (XDATA) in Estonia under a planned reincorporation into PubCo. The proposed transaction contemplates a $180 million pre-money valuation for XDATA and the issuance of 18,000,000 PubCo ordinary shares to XDATA shareholders at closing. The business combination received board approvals but had not closed as of the end of 2025. The company’s public securities trade on the OTC market following Nasdaq delisting in December 2024.