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

~~December~~May 272, ~~2024~~2025

Date of Report (Date of earliest event reported)

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)		(I.R.S. 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

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	~~ALSAU~~ALSUF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market LLC~~Inc
Ordinary Share, par value $0.001	~~ALSA~~ALSAF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market LLC~~Inc
Redeemable warrants, each warrant exercisable for one-half of an ordinary share	~~ALSAW~~ALSWF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market LLC~~Inc
Rights, each to receive one-seventh (1/7) of one ordinary share	~~ALSAR~~ALSTF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market LLC~~Inc

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 27, 2024, Alpha Star Acquisition Corporation, a Cayman Islands exempted company (“Alpha Star” or the “Company”) held an Extraordinary General Meeting of its shareholders. At the Extraordinary General Meeting, the shareholders approved certain amendments to Alpha Star’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) as described in further detail in Item 5.07 of this Current Report on Form 8-K. The proposed amendments to the Company’s Amended and Restated Memorandum and Articles of Association approved by the Company’s shareholders were to extend the date by which the Company must consummate a business combination to June 15, 2025 (the “Charter Amendment Proposal”).

The Charter Amendment Proposal is described in more detail in Alpha Star’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 16, 2024 (the “Proxy Statement”). The final voting results for each of the proposals are indicated below. On December 27, 2024, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association. The foregoing description is qualified in its entirety by reference to the amendments to the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Extraordinary General Meeting held on ~~December~~May 272, ~~2024~~2025, there were 3,~~541~~210,~~293~~459 ordinary shares of Alpha Star present in person or represented by proxy, representing 86 99.2047% of the outstanding ordinary shares of Alpha Star as of ~~December~~April 112, ~~2024~~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~~Business ~~Amendment~~Combination Proposal):

Approval and authorization of the ~~amendments~~Business toCombination ~~the~~Agreement, ~~Company’s~~dated ~~investment~~as ~~management~~of ~~trust~~September ~~agreement~~12, ~~(the~~2024, ~~“Trust~~by ~~Agreement”),~~and ~~dated~~among ~~December~~Alpha 9Star, ~~2021~~ Xdata Group, ~~entered~~a ~~into~~Cayman Islands byexempted ~~the~~company ~~Company~~(“PubCo”), and ~~Wilmington~~OU ~~Trust,~~XDATA ~~N.A.~~GROUP, asa ~~trustee~~company incorporated in Estonia (“XDATA”) (the “~~Trustee~~Business Combination Agreement”), a copy of which is attached to the proxy statement as ~~amended~~Annex A, toas ~~provide~~amended by the ~~Company~~Supplemental Agreement, ~~with~~a ~~the~~copy ~~discretion~~of towhich ~~extend~~is attached to the ~~date~~proxy onstatement ~~which~~as toAnnex ~~commence~~A-1, ~~liquidating~~and the ~~trust~~transactions ~~account~~contemplated therein, including the business combination whereby Alpha Star will merge with and into PubCo (the “~~Trust~~Reincorporation ~~Account~~Merger”), ~~established~~with PubCo surviving the Reincorporation inMerger ~~connection~~as ~~with~~the holding and listed company, and immediately thereafter and as part of the ~~Company’s~~same ~~initial~~overall ~~public~~transaction, ~~offering~~PubCo (as the ~~“IPO”)~~surviving company upof tothe ~~six~~Reincorporation (6Merger) ~~additional~~will ~~times~~acquire the shares, ~~each~~representing byin athe ~~period~~aggregate 100% (on an as-converted and fully diluted basis) of ~~one~~the ~~month~~shares ~~(the~~issued ~~“Extension”)~~and outstanding, ~~from~~of ~~December 15~~XDATA, ~~2024~~resulting toin ~~June~~XDATA 15being a wholly owned subsidiary of PubCo, ~~2025~~in byexchange ~~depositing~~for ~~into~~a certain ~~the~~number ~~Trust~~of ~~Account~~shares ~~$35,000~~of PubCo (the “~~Extension~~Share ~~Payment~~Exchange,”) ~~for~~together ~~each~~with ~~one-month~~the ~~extension~~Reincorporation Merger, the “Business Combination”):

	For		~~Against~~	~~Abstain~~Against		Abstain
Trust Amendment Proposal	3,530,172		11,121	0
Business Combination Proposal		3,205,059			5,400		0

Proposal 2 (~~Charter~~Reincorporation ~~Amendment~~Merger Proposal):

Approval ~~of the amendments to the Company’s amended~~ and ~~restated~~authorization ~~memorandum and articles~~ of ~~association (~~the ~~“Amended~~Reincorporation ~~and~~Merger, ~~Restated Memorandum~~the ~~and~~Plan ~~Articles~~ of ~~Association”)~~Merger, tosubstantially ~~extend~~in the ~~date~~form byattached ~~which~~to the ~~Company~~proxy ~~must~~statement ~~consummate~~as ~~a business combination to June~~Annex ~~15,~~D ~~2025 (the “Extended Date”), by amending the Amended~~ and ~~Restated~~any ~~Memorandum~~ and ~~Articles~~all oftransactions ~~Association~~provided tofor ~~delete~~in the ~~existing~~ ~~Section~~Plan ~~36.2~~of ~~thereof and replacing it with the new Section 36.2~~Merger:

	For		~~Against~~	~~Abstain~~Against		Abstain
Charter Amendment Proposal	3,530,172		11,121	0
Reincorporation Merger Proposal		3,205,059			5,400		0

Proposal 3 (~~Adjournment~~Nasdaq Listing Proposal):

Approval of anthe ~~adjournment~~issuance of ~~the~~securities ~~Extraordinary~~in ~~General~~connection ~~Meeting~~with tothe aBusiness ~~later~~Combination ~~date~~in ororder ~~dates~~ to ~~permit~~comply ~~further~~with ~~solicitation~~Nasdaq ofListing ~~proxies~~Rules 56535(a), (b) and (d):

	For		~~Against~~	~~Abstain~~Against		Abstain
Adjournment Proposal	3,530,172		11,121	0
Nasdaq Listing Proposal		3,205,059			5,400		0

~~Because~~Proposal ~~other~~4 ~~proposals~~(Governance ~~had received the requisite approval, this~~ Proposal ~~3 was rendered moot and not voted at the Extraordinary General Meeting.~~):

~~Item~~Approval ~~9.01~~and ~~Financial~~adoption ~~Statements~~of (i) the amended and ~~Exhibits.~~restated memorandum and articles of association of PubCo in the form attached to the proxy statement as Annex B; and (ii) the new name by PubCo as “Xdata Group”:

(d) Exhibits.

		For				Against				Abstain
Governance Proposal			3,205,059				5,400				0

Exhibit No.		Description
3.1		Amendments to the Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal 5 (Incentive Plan Proposal):

Approval of the adoption by PubCo, as the surviving entity of the Reincorporation Merger, of the Incentive Plan in the form attached to the proxy statement as Annex C with effect from the closing of the Business Combination:

		For				Against				Abstain
Incentive Plan Proposal			3,205,059				5,400				0

Proposal 6 (Director Appointment Proposal):

Approval of the appointment of five (5) directors of PubCo, namely Roman Eloshvili, Panagiotis Georgiou, Patrick Swint, Cataldo Castagna and Ariel Sergio Davidoff, assuming the Business Combination Proposal, the Reincorporation Merger Proposal and the Nasdaq Listing Proposal are all approved, effective upon the Closing:

	For		Withhold
01) Roman Eloshvili		3,205,059		5,400
02) Panagiotis Georgiou		3,205,059		5,400
03) Patrick Swint		3,205,059		5,400
04) Cataldo Castagna		3,205,059		5,400
05) Ariel Sergio Davidoff		3,205,059		5,400

Proposal 7 (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 or for such other reasons as may reasonably be determined by the chairman of the Extraordinary General Meeting:

		For				Against				Abstain
Adjournment Proposal			3,205,059				5,400				0

Because other proposals had received the requisite approval, this Proposal 7 was rendered moot and not voted at the Extraordinary General Meeting.

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 ~~December~~May 272, ~~2024~~2025 by the undersigned hereunto duly authorized.

	ALPHA STAR ACQUISITION CORPORATION

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

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