UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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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 | OTC Markets Group Inc | |||
| OTC Markets Group Inc | ||||
| OTC Markets Group Inc | ||||
| OTC Markets Group Inc |
Item 1.01. Entry into a Material Definitive Agreement.
On December 13, 2021, Alpha Star Acquisition Corporation, a Cayman Islands exempt company (the “Company” or “Alpha Star”), entered into an underwriting agreement (the “Initial Underwriting Agreement”) with Ladenburg Thalmann & Co., Inc., as representative of the underwriters named therein (“Ladenburg”), pursuant to which the Company agreed to pay to Ladenburg an aggregate amount of $2,875,500 in cash as a deferred underwriting commission (the “DUC”) upon the consummation of the Company’s initial business combination.
On October 13, 2025, in consideration of the redemption levels by Alpha Star public shareholders and the balance of the Trust Account following the shareholder redemptions in connection with the business combination of the Company and OU XDATA GROUP (the “Business Combination”), among other factors, the Company, Ladenburg and OU XDATA GROUP entered into an amendment to the Initial Underwriting Agreement (the “Amended Underwriting Agreement”), pursuant to which Ladenburg agreed to reduce the DUC from $2,875,500 to $950,000, to be paid in cash by the Company or, if the Company fails to do so, by OU XDATA GROUP, at the closing of the Business Combination.
The foregoing descriptions of the 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 of the which is filed with this Current report on Form 8-K as Exhibit 10.1, the terms of which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
| 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 21, 2025 by the undersigned hereunto duly authorized.
| ALPHA STAR ACQUISITION CORPORATION | ||
| By: | /s/ Zhe Zhang | |
| Zhe Zhang, Chief Executive Officer | ||