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 20, 2022
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 | | 00-0000000n/a |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
| 80 Broad Street, 5th Floor, New York, New York | | 10004 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 837-7977
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 | | The Nasdaq Stock Market LLC |
| Ordinary Share, par value $0.001 | | ALSA | | The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable
for one-half of an ordinary share | | ALSAW | | The Nasdaq Stock Market LLC |
| Rights, each to receive one-seventh (1/7) of one ordinary share | | ALSAR | | The Nasdaq Stock Market LLC |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual General Meeting of Alpha Star Acquisition Corporation, which was held on December 20, 2022, each of the proposals described below was approved by the Company’s stockholders 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:
Approval of the appointment of five (5) directors to serve as members of our Board to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified:
| | For | Withheld | Broker Non-Vote |
| Zhe Zhang | 10,639,376 | 88,951 | 1,263,689 |
| Guojian Chen | 10,574,456 | 153,871 | 1,263,689 |
| Patrick Swint | 10,639,376 | 88,951 | 1,263,689 |
| Xiaofeng Zhou | 10,639,376 | 88,951 | 1,263,689 |
| Huei-Ching Huang | 10,574,456 | 153,871 | 1,263,689 |
Proposal 2:
Approval of ratifying the appointment of UHY LLP (the “UHY”) as our independent registered public accounting firm for the fiscal year ended December 31, 2022:
| | For | Against | Abstain |
| Ratification of UHY LLP | 11,988,516 | 0 | 3,500 |
Proposal 3:
Approval of an adjournment of the Annual General Meeting to a later date or dates to permit further solicitation of proxies:
| | For | Against | Abstain |
| Adjournment Proposal | 11,266,833 | 687,773 | 37,410 |
Because all of the other proposals had received the requisite approval, this Proposal 3 was rendered moot and not voted at the Annual 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 20, 2022 by the undersigned hereunto duly authorized.
| | ALPHA STAR ACQUISITION CORPORATION |
| | |
| | By: | /s/ Zhe Zhang |
| | | Zhe Zhang, Chief Executive Officer |
