Alpha Star Acquisition Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , one redeemable warrant to purchase one-half ordinary share and one right to acquire 1/7 of an ordinary share | ||||
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 27, 2024, there were 3,541,293 ordinary shares of Alpha Star present in person or represented by proxy, representing 86.20% of the outstanding ordinary shares of Alpha Star as of December 11, 2024, 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):
Approval of the amendments to 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 six (6) additional times, each by a period of one month (the “Extension”), from December 15, 2024 to June 15, 2025 by depositing into the Trust Account $35,000 (the “Extension Payment”) for each one-month extension:
| For | Against | Abstain | ||||
| Trust Amendment Proposal | 3,530,172 |
11,121 | 0 |
Proposal 2 (Charter Amendment Proposal):
Approval of the amendments to 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 June 15, 2025 (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 | 3,530,172 | 11,121 |
0 |
Proposal 3 (Adjournment Proposal):
Approval of an adjournment of the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies:
| For | Against | Abstain | ||||
| Adjournment Proposal | 3,530,172 | 11,121 | 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 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) |
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 27, 2024 by the undersigned hereunto duly authorized.
| ALPHA STAR ACQUISITION CORPORATION | ||
| By: | /s/ Zhe Zhang | |
| Zhe Zhang, Chief Executive Officer | ||