{"url_path":"/sec/alsaf/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1865111/0001493152-26-023588-index.html","accession_number":"0001493152-26-023588","cik":"0001865111","ticker":"ALSAF","issuer_name":"Alpha Star Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1865111/0001493152-26-023588-index.html","primary_entity_key":"0001865111","primary_entity_name":"Alpha Star Acquisition Corp"},"word_count":945,"has_tables":true,"body_markdown":"**ITEM\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**\n\n \n\nSimultaneously\nwith the closing of the Company’s IPO, the Company consummated the private placement (“Private Placement”) with its\nSponsor for the purchase of 330,000 Units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds\nof $3,300,000, pursuant to the Private Placement Unit Purchase Agreement dated December 13, 2021. Each Private Unit purchased by the\nSponsor consists of one Shares, one right to receive one-seventh 1/7) of a Share upon the consummation of a business combination and\none private placement warrant exercisable to purchase one-half (1/2) of one Share at a price of $10.00 per Share. The Private Units were\nissued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.\n\n \n\n24\n\n \n\n \n\n*Use\nof Proceeds*\n\n \n\nThe\nregistration statement for our IPO was declared effective by the SEC on December 13, 2021. We completed our IPO on December 15, 2021.\nIn our IPO, we sold units at an offering price of $10.00 and consisting of one ordinary share, one right and one redeemable warrant.\nEach right entitles the holders thereof to receive one seventh (1/7) of one ordinary shares upon the consumption of the initial business\ncombination. Each warrant entitles the holder thereof to purchase one-half of one ordinary share. We will not issue fractional shares\nin connection with the exercise of the warrants. In connection with our IPO, we sold 11,500,000 units, generating gross proceeds of $115,000,000.\n\n \n\nSimultaneously\nwith the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our Sponsor, the\nCompany completed the private sale of an aggregate of 330,000 units (the “Private Placement Units”) to the Sponsor at a purchase\nprice of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,300,000.\n\n \n\nTransaction\ncosts related to our IPO amounted to $5,669,696, consisting of underwriting fees of $2,300,000, deferred underwriting fees of $2,875,000\nand other offering costs of $494,696. A total of $115,000,000, comprised of the proceeds from the IPO of $112,700,000 (which amount includes\nup to the underwriter’s deferred discount of $2,875,000) and the proceeds of the sale of the Private Placement Units of $2,300,000,\nwas placed in a U.S.-based Trust Account maintained at Wilmington Trust, National Association, acting as trustee. Except with respect\nto interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the funds held in the Trust\nAccount will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business\ncombination; (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote\nto amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its\nobligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 9 months\nfrom the closing of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time to consummate a business\ncombination), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity;\nand (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 9 months\nfrom the closing of the IPO (or up to 27 months from the consummation of the IPO if we extend the period of time to consummate a business\ncombination). At the Annual General Meeting held on July 13, 2023, shareholders approved the amendments of the Company’s Amended\nand Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination to\nMarch 15, 2024.\n\n \n\nAt\nthe Extraordinary General Meeting held on January 10, 2024, shareholders approved the amendments of the Company’s Amended and Restated\nMemorandum and Articles of Association extend the date by which the Company must consummate a business combination to September 15, 2024\n(33 months from the consummation of the IPO).\n\n \n\nAt\nthe Annual General Meeting held on July 12, 2024, shareholders approved the amendments of the Company’s Amended and Restated Memorandum\nand Articles of Association to extend the date by which the Company must consummate a business combination to December 15, 2024.\n\n \n\nAt\nthe Extraordinary General Meeting of shareholders held on December 27, 2024, shareholders approved the amendments of the Company’s\nAmended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination\nto June 15, 2025.\n\n \n\nAt\nthe Extraordinary General Meeting held on May 2, 2025, the shareholders approved certain proposals related to the business combination\nwith OU XDATA GROUP. At the Extraordinary General Meeting held on June 12, 2025, the shareholders approved the amendments of the Company’s\nAmended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination\nto December 15, 2025.\n\n \n\nOn\nDecember 11, 2025, the Company held an Extraordinary General Meeting of its shareholders. At the Extraordinary General Meeting, the shareholders\napproved certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by\nwhich the Company must consummate a business combination to December 15, 2026. In connection with the shareholders meeting to vote for\nsuch extension, the public shareholders were entitled to exercise the redemption right and 702 public shares were tendered for redemption.\nThe total redemption payment was $22,190 at a redemption price of $31.61 per share and was distributed in April 2026."}