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

~~October~~December 1311, 2025

Date of Report (Date of earliest event reported)

ALPHA STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

00-0000000

Cayman Islands

001-41153

n/a 00-0000000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Cayman Islands	001-41153	n/a
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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 15.~~01.~~03 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On December 1311, ~~2021~~2025, Alpha Star Acquisition Corporation, a Cayman Islands ~~exempt~~exempted company (“Alpha Star” or the “Company”) orheld “an Extraordinary General Meeting of its shareholders. At the Extraordinary General Meeting, the shareholders approved certain amendments to Alpha Star~~”), entered~~’s ~~into~~amended anand ~~underwriting~~restated ~~agreement~~memorandum and articles of association (the “~~Initial~~Amended ~~Underwriting~~and ~~Agreement~~Restated Memorandum and Articles of Association”) ~~with~~as ~~Ladenburg~~described ~~Thalmann~~in &further ~~Co.,~~detail ~~Inc.,~~in asItem ~~representative~~5.07 of ~~the~~this ~~underwriters~~Current ~~named~~Report ~~therein~~on ~~(“Ladenburg”),~~Form ~~pursuant~~8-K. toThe ~~which~~proposed amendments to the Company’s ~~agreed~~Amended toand ~~pay~~Restated toMemorandum ~~Ladenburg~~and Articles anof ~~aggregate~~Association ~~amount~~approved ofby ~~$2,875,500~~the inCompany’s ~~cash~~shareholders aswere ato ~~deferred~~extend ~~underwriting~~the ~~commission~~date (by which the ~~“DUC”)~~Company ~~upon~~must ~~the~~consummate ~~consummation~~a ofbusiness combination to December 15, 2026 (the ~~Company’s~~ ~~initial~~“Charter ~~business~~Amendment ~~combination~~Proposal”).

OnThe ~~October~~Charter ~~13,~~Amendment ~~2025,~~Proposal inis ~~consideration~~described ofin ~~the~~more ~~redemption~~detail ~~levels~~in by Alpha Star’s ~~public~~definitive ~~shareholders~~proxy ~~and~~statement ~~the~~filed ~~balance~~with of the ~~Trust~~U.S. ~~Account~~Securities ~~following~~and ~~the~~Exchange ~~shareholder~~Commission ~~redemptions~~on inNovember ~~connection~~26, ~~with~~2025 (the ~~business~~“Proxy ~~combination~~Statement”). ofThe ~~the~~final ~~Company~~voting ~~and~~results OUfor ~~XDATA~~each ~~GROUP~~of (the ~~“Business~~proposals are indicated ~~Combination”),~~below. ~~among~~On ~~other~~December ~~factors~~11, 2025, following the ~~Company,~~approval ~~Ladenburg~~of ~~and~~the OUproposals ~~XDATA~~described ~~GROUP~~above, ~~entered~~the ~~into~~Company anadopted ~~amendment~~the amendments to the ~~Initial~~Amended ~~Underwriting~~and ~~Agreement~~Restated ~~(the~~Memorandum ~~“Amended~~and ~~Underwriting~~Articles ~~Agreement”),~~of ~~pursuant~~Association. toThe ~~which~~foregoing ~~Ladenburg~~description ~~agreed~~is toqualified ~~reduce~~in ~~the~~its ~~DUC~~entirety ~~from~~by ~~$2,875,500~~reference to ~~$950,000,~~ the amendments to bethe ~~paid~~Amended inand ~~cash~~Restated byMemorandum ~~the~~and ~~Company~~Articles orof Association, ifa ~~the~~copy ~~Company~~of ~~fails~~which tois dofiled ~~so,~~as byExhibit OU3.1 ~~XDATA~~to ~~GROUP,~~this atCurrent ~~the~~Report ~~closing~~on Form of8-K ~~the~~and ~~Business~~is ~~Combination~~incorporated by reference herein.

~~The~~Item ~~foregoing~~5.07 ~~descriptions~~Submission of ~~the~~Matters ~~Amended Underwriting Agreement are not complete and are subject~~ to ~~and qualified in their entirety by reference to the full text of the Amended Underwriting Agreement,~~ a ~~copy~~Vote of ~~the~~Security ~~which is filed with this Current report on Form 8-K as Exhibit 10~~Holders.~~1, the terms of which are incorporated by reference herein.~~

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
Exhibit No.		Description
No.		Description
3.1		Amendments to the Amended and Restated Memorandum and Articles of Association
10.1		Amendment to the Underwriting Agreement by and between Alpha Star Acquisition Corporation and Ladenburg Thalmann & Co. Inc., dated December 13, 2021.
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 ~~October~~December 2111, 2025 by the undersigned hereunto duly authorized.

	ALPHA STAR ACQUISITION CORPORATION

	By:	/s/ Zhe Zhang
		Zhe Zhang, Chief Executive Officer

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