Current Report Filing (8-k)

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, 5^thFloor, 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.