Alpha Star Acquisition Corporation, a blank check company incorporated in the Cayman Islands, reported its financial performance for the fiscal year ending December 31, 2024, in its recent 10-K filing. The company generated a net income of $1.34 million, a decrease from $4.92 million in the previous year. This decline is attributed to a significant reduction in interest income from marketable securities held in the trust account, which fell from $5.36 million in 2023 to $2.26 million in 2024. The company has not yet engaged in any operational activities that would generate revenue, as its primary focus remains on identifying and evaluating potential business combinations.
In terms of significant changes, Alpha Star has extended its deadline to complete a business combination multiple times, with the latest extension pushing the deadline to June 15, 2025. This decision was made during an Extraordinary General Meeting held on December 27, 2024, where shareholders also approved the redemption of 880,335 public shares, resulting in a total redemption payment of approximately $10.82 million. The company currently has a working capital deficit of $743,201, indicating financial challenges as it seeks to finalize a business combination.
Strategically, Alpha Star is in the process of merging with OU XDATA GROUP, a company incorporated in Estonia. The business combination agreement, signed on September 12, 2024, outlines a series of transactions that will result in XDATA becoming a wholly owned subsidiary of a newly formed entity, PubCo. The proposed transaction is valued at $180 million, with shareholders of XDATA set to receive 18 million shares of PubCo upon completion. The merger is subject to various closing conditions, including shareholder approvals and regulatory compliance.
Operationally, the company has faced challenges in maintaining its listing on Nasdaq, having received a notice of delisting due to its failure to complete a business combination by the original deadline. Following this, Alpha Star's securities are now traded on the OTC Pink Open Market. As of December 31, 2024, the company had 3,227,664 ordinary shares outstanding, with a significant portion held by its sponsor, A-Star Management Corporation, which owns approximately 99.3% of the shares. The company has also incurred substantial costs related to its public company status and the pursuit of its business combination.
Looking ahead, Alpha Star's management has expressed uncertainty regarding its ability to continue as a going concern if it fails to complete a business combination by the extended deadline. The company plans to utilize the funds held in its trust account, which totaled approximately $11.11 million as of December 31, 2024, to facilitate the business combination. However, the ongoing need for additional financing and the potential for further redemptions by shareholders pose risks to its operational viability.
About Alpha Star Acquisition Corp
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