UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share, one redeemable warrant, and one right ALSAU The Nasdaq Stock Market LLC Ordinary Shares, $0.001 par value ALSA The Nasdaq Stock Market LLC Redeemable warrants entitle the holder to purchase one-h ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share, one redeemable warrant, and one right ALSAU The Nasdaq Stock Market LLC Ordinary Shares, $0.001 par value ALSA The Nasdaq Stock Market LLC Redeemable warrants entitle the holder to purchase one-h ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) The company is a blank check company seeking a business combination with an Asian-market-connected target valued between $300 million and $600 million [Company Profile](index=5&type=section&id=Company%20Profile) The company is a SPAC that raised $115 million in its IPO and reported a working capital deficit of $1.64 million as of year-end 2022 - The company is a blank check company incorporated on March 11, 2021, for the purpose of effecting a business combination[13](index=13&type=chunk) - As of December 31, 2022, the company reported a **working capital deficit of $1,643,890**, excluding marketable securities held in the trust account and deferred underwriting commissions[16](index=16&type=chunk) Initial Public Offering and Private Placement Details | Item | Details | | :--- | :--- | | **IPO Units Sold** | 11,500,000 | | **IPO Gross Proceeds** | $115,000,000 | | **Private Placement Units** | 330,000 | | **Private Placement Proceeds** | $3,300,000 | | **Amount Placed in Trust** | $115,000,000 | [Recent Developments](index=6&type=section&id=Recent%20Developments) The company has entered a non-binding letter of intent for a business combination with global payments and SaaS provider Cyclebit Group - Entered into a non-binding letter of intent (LOI) for a business combination with **Cyclebit Group**, a global payments and SaaS provider[18](index=18&type=chunk) - The proposed transaction structure involves Cyclebit's existing equity holders **rolling 100% of their equity** into the combined public company[18](index=18&type=chunk) [Acquisition Strategy and Investment Criteria](index=6&type=section&id=Acquisition%20Strategy%20and%20Investment%20Criteria) The acquisition strategy targets middle-market growth businesses connected to Asia, excluding China, with strong cash flow potential - The company will focus on businesses connected to the Asian market but will **not consider targets with principal operations in the People's Republic of China** (including Hong Kong and Macau)[19](index=19&type=chunk) - Primary acquisition targets are middle-market growth businesses with a total **enterprise value between $300 million and $600 million**[22](index=22&type=chunk) - Target sectors include clean energy, internet and high technology, financial technology, health care, consumer and retail, energy and resources, manufacturing, and education[22](index=22&type=chunk) - The company seeks targets with potential for **strong free cash flow generation** and predictable revenue streams[23](index=23&type=chunk) [Initial Business Combination Timeframe and Nasdaq Rules](index=9&type=section&id=Initial%20Business%20Combination%20Timeframe%20and%20Nasdaq%20Rules) The company has an extendable timeframe of up to 21 months to complete a business combination, funded by sponsor deposits into the trust account - The initial 9-month period to consummate a business combination can be extended up to 12 times, for a **total of up to 21 months**[37](index=37&type=chunk) - To extend the deadline, the sponsor must deposit **$383,332** ($0.033 per public share) into the trust account for each one-month extension[37](index=37&type=chunk) - The company began making monthly extension deposits of $383,332 into the trust account starting September 15, 2022[38](index=38&type=chunk) - NASDAQ rules require the initial business combination target to have an aggregate fair market value equal to **at least 80% of the trust account balance** at the time of the agreement[39](index=39&type=chunk) [Corporate Information](index=12&type=section&id=Corporate%20Information) The company qualifies as an "emerging growth company" and "smaller reporting company," allowing for reduced disclosure requirements - The company is an **"emerging growth company"** under the JOBS Act, allowing it to use exemptions from certain reporting requirements, such as reduced executive compensation disclosure and an extended transition period for new accounting standards[52](index=52&type=chunk)[53](index=53&type=chunk) - The company is also a **"smaller reporting company,"** permitting reduced disclosure obligations, such as providing only two years of audited financial statements[54](index=54&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its blank check status, including potential failure to complete a business combination and shareholder redemptions - As a blank check company with **no operating history**, there is no basis for investors to evaluate its ability to achieve its business objective[56](index=56&type=chunk)[57](index=57&type=chunk) - The company must complete its initial business combination within 9 months (or up to 21 months with extensions) from its IPO, or it will be **forced to liquidate**, rendering rights and warrants worthless[79](index=79&type=chunk)[80](index=80&type=chunk) - A high number of shareholder redemptions could make the company's financial condition unattractive to targets or prevent a deal from closing due to minimum cash conditions or falling below the **$5,000,001 net tangible asset threshold**[71](index=71&type=chunk)[72](index=72&type=chunk) - The sponsor, officers, and directors will **lose their entire investment** in founder shares and private placement units if a business combination is not completed, creating a potential conflict of interest[165](index=165&type=chunk)[166](index=166&type=chunk) - The sponsor is controlled by a non-U.S. person, which could subject a potential business combination with a U.S. target to review by the **Committee on Foreign Investment in the United States (CFIUS)**, potentially delaying or blocking a transaction[183](index=183&type=chunk)[184](index=184&type=chunk) - The company's working capital position and the requirement to consummate a business combination within the specified timeframe raise **substantial doubt about its ability to continue as a going concern**[102](index=102&type=chunk)[103](index=103&type=chunk) [Item 2. Properties](index=45&type=section&id=Item%202.%20Properties) The company's executive offices are located in New York, with costs covered by a monthly fee paid to its sponsor for administrative services - The company's executive offices are located at 80 Broad Street, 5th Floor, New York, NY 10004[252](index=252&type=chunk) - A monthly fee of **$10,000** is paid to the sponsor for office space and administrative support services[252](index=252&type=chunk) [Item 3. Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) As of year-end 2022, the company was not involved in any material legal proceedings - There is **no material litigation**, arbitration, or governmental proceeding pending against the company as of December 31, 2022[253](index=253&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=46&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on The Nasdaq Global Market, and it has not paid any cash dividends since its inception - The company's securities trade on The Nasdaq Global Market; units began trading on December 13, 2021, and the component ordinary shares, rights, and warrants began separate trading on January 18, 2022[256](index=256&type=chunk) - The company has **not paid any cash dividends** and does not plan to before completing its initial business combination[257](index=257&type=chunk) - Gross proceeds from the IPO ($115 million) and private placement ($3.3 million) were used to fund the trust account ($115 million) and cover transaction costs ($5.67 million)[259](index=259&type=chunk)[261](index=261&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a net income of $1.1 million for 2022 from trust account interest, but its limited liquidity raises going concern doubts [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Net income of $1.1 million in 2022 was driven by non-operating interest income and gains, offset by operational costs Results of Operations for the Year Ended December 31, 2022 | Line Item | Amount (USD) | | :--- | :--- | | Formation and operational costs | ($587,614) | | Interest income on marketable securities | $1,312,585 | | Unrealized gain on marketable securities | $382,154 | | Other income | $5 | | **Net Income** | **$1,107,130** | [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company relies on sponsor loans to fund working capital, with limited cash outside its $118.2 million trust account - As of December 31, 2022, the company had **$110,991 in cash** outside the Trust Account and **$118,228,816** in investments held inside the Trust Account[268](index=268&type=chunk)[269](index=269&type=chunk) - The company has issued multiple non-interest-bearing promissory notes to its Sponsor to fund extension fees and transaction costs, with a balance of **$1,533,332 outstanding** as of December 31, 2022[272](index=272&type=chunk) - Management has concluded that the company's limited liquidity and reliance on completing a business combination raise **substantial doubt about its ability to continue as a going concern**[271](index=271&type=chunk) [Contractual Obligations](index=50&type=section&id=Contractual%20Obligations) The company's primary contractual obligations include a monthly administrative fee to its sponsor and a deferred underwriting fee - The company pays its Sponsor a monthly fee of **$10,000** for administrative services[276](index=276&type=chunk) - A deferred underwriting fee of **$2,875,000** is payable to the underwriters from the Trust Account upon completion of a Business Combination[276](index=276&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=51&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has no material market or interest rate risk as its trust account funds are invested in short-term U.S. government securities - The company's funds held in the Trust Account are invested in short-term U.S. government securities or money market funds, which **minimizes exposure to interest rate risk**[285](index=285&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=51&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The auditor's report on the financial statements expresses substantial doubt about the company's ability to continue as a going concern - The independent auditor's report highlights a **"Substantial Doubt about the Company's Ability to Continue as a Going Concern"** due to its lack of revenue and dependence on completing a business combination[336](index=336&type=chunk) Balance Sheet Summary (as of Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | **Total Assets** | **$118,339,807** | **$115,530,794** | | Marketable securities in trust | $118,228,816 | $115,000,744 | | **Total Liabilities** | **$4,629,881** | **$2,927,999** | | Deferred underwriting commissions | $2,875,000 | $2,875,000 | | Promissory note - related party | $1,533,332 | $0 | | **Total Stockholders' Deficit** | **($4,518,890)** | **($2,397,205)** | Statement of Operations Summary | Account | For the Year Ended Dec 31, 2022 | For the period from Mar 11, 2021 to Dec 31, 2021 | | :--- | :--- | :--- | | Formation and operational costs | ($587,614) | ($53,258) | | Interest earned on marketable securities | $1,312,585 | $749 | | Unrealized gain on marketable securities | $382,154 | $0 | | **Net Income (Loss)** | **$1,107,130** | **($52,509)** | [Item 9A. Controls and Procedures](index=52&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal year - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2022[288](index=288&type=chunk) - The report does not include a management's assessment of internal control over financial reporting due to the **transition period for newly public companies**[290](index=290&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=53&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's board consists of five members, including three independent directors, and has established audit and compensation committees - The Board of Directors has a **majority of independent directors**, with Xiaofeng Zhou, Patrick Swint, and Huei-Ching (Tina) Huang qualifying as independent under NASDAQ and SEC rules[301](index=301&type=chunk) - The Board has two standing committees: an **audit committee and a compensation committee**, both comprised solely of independent directors[302](index=302&type=chunk) Executive Officers and Directors | Name | Age | Title | | :--- | :--- | :--- | | Zhe Zhang | 48 | Chairman, Chief Executive Officer and Director | | Guojian Chen | 30 | Chief Financial Officer and Director | | Patrick Swint | 55 | Director | | Xiaofeng Zhou | 41 | Director | | Huei-Ching Huang | 55 | Director | [Item 11. Executive Compensation](index=56&type=section&id=Item%2011.%20Executive%20Compensation) No executive officers received cash compensation in 2022, and they are only entitled to reimbursement for out-of-pocket expenses - **No executive officer received any cash compensation** for services rendered during the year ended December 31, 2022[305](index=305&type=chunk) - Founders, officers, and directors are not paid finder's or consulting fees for services related to the business combination but are **reimbursed for out-of-pocket expenses**[306](index=306&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management](index=57&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management) The company's sponsor and management group beneficially own 21.88% of the outstanding ordinary shares as of year-end 2022 Beneficial Ownership as of December 31, 2022 | Name of Beneficial Owner | Amount of Beneficial Ownership | Approximate Percentage | | :--- | :--- | :--- | | A-Star Management Corporation (Sponsor) | 3,205,000 | 21.88% | | Zhe Zhang (Chairman & CEO) | 3,205,000 | 21.88% | | All directors and officers as a group | 3,205,000 | 21.88% | | Lighthouse Investment Partners, LLC | 1,004,081 | 8.73% | | Weiss Asset Management LP | 860,000 | 5.85% | | Saba Capital Management, L.P. | 769,511 | 5.2% | | Mizuho Financial Group, Inc. | 1,027,250 | 7% | [Item 13. Certain Relationships and Related Transactions](index=59&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions) The company engages in multiple related-party transactions with its sponsor, including share purchases, service fees, and loans - The sponsor, A-Star Management Corporation, purchased **2,875,000 founder shares for $25,000** and **330,000 private placement units for $3.3 million**[318](index=318&type=chunk)[319](index=319&type=chunk) - The company pays the sponsor **$10,000 per month** for office space and administrative support services[320](index=320&type=chunk) - The sponsor has provided multiple loans to the company via promissory notes to fund extension fees and transaction costs; the outstanding balance was **$1,533,332** as of December 31, 2022[322](index=322&type=chunk) [Item 14. Principal Accountant Fees and Services](index=61&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid its principal accountant, UHY LLP, $81,375 in audit fees for the 2022 fiscal year Accountant Fees for Fiscal Year 2022 | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $81,375 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV [Item 15. Exhibits, Financial Statement Schedules](index=62&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits, such as security descriptions and certifications, filed with the Form 10-K - This section contains the financial statements and a list of all exhibits filed with the Form 10-K[332](index=332&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for Alpha Star Acquisition Corporation [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited financial statements of Alpha Star Acquisition Corporation, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial transactions [Balance Sheets (Unaudited)](index=4&type=section&id=Balance%20Sheets%20%28Unaudited%29) This section provides the unaudited balance sheets, detailing assets, liabilities, and stockholders' deficit as of June 30, 2022, and December 31, 2021 Balance Sheet Summary | ASSETS / LIABILITIES AND STOCKHOLDERS' DEFICIT | June 30, 2022 | December 31, 2021 | | :--------------------------------------------- | :------------ | :---------------- | | **ASSETS** | | | | Cash in escrow | $175,666 | $387,858 | | Prepaid expense | $67,808 | $142,192 | | Marketable securities held in trust account | $115,173,461 | $115,000,744 | | Total current assets | $115,416,935 | $115,530,794 | | **TOTAL ASSETS** | **$115,416,935** | **$115,530,794** | | **LIABILITIES AND STOCKHOLDERS' DEFICIT** | | | | Accrued expenses | $133,939 | $52,999 | | Deferred underwriting commissions | $2,875,000 | $2,875,000 | | Total current liabilities | $3,008,939 | $2,927,999 | | **TOTAL LIABILITIES** | **$3,008,939** | **$2,927,999** | | Ordinary shares subject to possible redemption | $115,173,461 | $115,000,000 | | Total Stockholders' Equity (Deficit) | $(2,765,465) | $(2,397,205) | [Statements of Operations (Unaudited)](index=5&type=section&id=Statements%20of%20Operations%20%28Unaudited%29) This section presents the unaudited statements of operations, detailing revenues, expenses, and net loss for various periods ending June 30, 2022 and 2021 Statements of Operations Summary | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Period from March 11, 2021 (inception) to June 30, 2021 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :------------------------------------------------------ | | Formation and operational costs | $178,656 | $11,050 | $367,521 | $11,050 | | Loss from operation costs | $178,656 | $11,050 | $367,521 | $11,050 | | Operating income (loss) | $(178,656) | $(11,050) | $(367,521) | $(11,050) | | Interest income | $163,331 | $- | $172,717 | $- | | Other income (loss), net | $5 | $- | $5 | $- | | Total other income | $163,336 | $- | $172,722 | $- | | Income (loss) before income taxes | $(15,320) | $(11,050) | $(194,799) | $(11,050) | | Net Loss | $(15,320) | $(11,050) | $(194,799) | $(11,050) | | Basic and diluted net loss per share (Nonredeemable ordinary shares) | $(0.01) | $(0.00) | $(0.02) | $(0.00) | [Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29%20%28Unaudited%29) This section outlines the changes in stockholders' equity (deficit), including net loss and remeasurement adjustments, from December 31, 2021, to June 30, 2022 Stockholders' Equity (Deficit) Changes | Metric | Balance at Dec 31, 2021 | Net Loss (Q1 2022) | Remeasurement to redemption value | Net Loss (Q2 2022) | Balance at June 30, 2022 | | :------------------------------------ | :---------------------- | :----------------- | :-------------------------------- | :----------------- | :----------------------- | | Ordinary Shares (Amount) | $3,205 | $- | $- | $- | $3,205 | | Additional Paid-In Capital | $- | $- | $- | $- | $- | | Accumulated Deficit | $(2,400,410) | $(179,479) | $(173,461) | $(15,320) | $(2,768,670) | | **Total Stockholders' Equity (Deficit)** | **$(2,397,205)** | **$(179,479)** | **$(173,461)** | **$(15,320)** | **$(2,765,465)** | [Statements of Cash Flows (Unaudited)](index=7&type=section&id=Statements%20of%20Cash%20Flows%20%28Unaudited%29) This section details the unaudited cash flow activities, including operating, investing, and financing, for the six months ended June 30, 2022, and the inception period to June 30, 2021 Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2022 | Period from March 11, 2021 (inception) to June 30, 2021 | | :------------------------------------ | :----------------------------- | :------------------------------------------------------ | | Net loss | $(194,799) | $(11,050) | | Interest earned in trust account | $(172,717) | $- | | Amortization of prepaid expense | $74,384 | $- | | Accrued expenses | $80,940 | $5,150 | | Net cash used in operating activities | $(212,192) | $(88,531) | | Proceeds from issuance of ordinary shares to the Sponsor | $- | $25,000 | | Proceeds of promissory note from Sponsor | $- | $300,000 | | Net cash provided by financing activities | $- | $325,000 | | Net decrease (increase) in cash and cash equivalents | $(212,192) | $236,469 | | Cash and cash equivalents at end of period | $175,666 | $236,469 | [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited financial statements, covering organization, accounting policies, and specific transactions [Note 1 – Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%93%20Description%20of%20Organization%20and%20Business%20Operations) This note describes Alpha Star Acquisition Corporation's formation as a blank check company, its IPO, and its financial status, including the trust account and going concern considerations - Alpha Star Acquisition Corporation is a blank check company incorporated on **March 11, 2021**, formed to effect a **Business Combination**, with an intent to focus on businesses connected to the **Asian market**[24](index=24&type=chunk) - The Company consummated its Initial Public Offering (IPO) on December 15, 2021, selling **11,500,000 units** at **$10.00 per unit**, generating gross proceeds of **$115,000,000**[27](index=27&type=chunk) - As of June 30, 2022, the Trust Account held **$115,173,461** in marketable securities, primarily invested in U.S. government treasury bills or money market funds[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - Management has determined that the uncertainty surrounding the mandatory liquidation date (**September 15, 2023**) if a Business Combination is not completed, raises substantial doubt about the Company's ability to continue as a **going concern**[34](index=34&type=chunk)[35](index=35&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=9&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the Company's key accounting policies, including its status as an emerging growth company, fair value measurement of marketable securities, and classification of redeemable ordinary shares - The Company is an **emerging growth company** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[38](index=38&type=chunk)[39](index=39&type=chunk) - Marketable securities held in the Trust Account are classified as **trading securities** and presented at **fair value**, with gains and losses included in interest income[43](index=43&type=chunk) - Ordinary shares subject to possible redemption are classified as **temporary equity** and presented at **redemption value**, as redemption rights are outside the Company's control[46](index=46&type=chunk)[47](index=47&type=chunk) - Diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share because the exercise of warrants is contingent upon future events[50](index=50&type=chunk) [Note 3 – Initial Public Offering](index=14&type=section&id=Note%203%20%E2%80%93%20Initial%20Public%20Offering) This note details the Company's Initial Public Offering, including the number of units sold, the price per unit, and the composition of each unit - On December 15, 2021, the Company consummated its IPO, selling **11,500,000 units** at **$10.00 per unit**, generating gross proceeds of **$115,000,000**[60](index=60&type=chunk) - Each unit consists of **one ordinary share**, **one redeemable warrant**, and **one right to receive one-seventh (1/7) of an ordinary share** upon consummation of a Business Combination[60](index=60&type=chunk) [Note 4 – Private Placement](index=14&type=section&id=Note%204%20%E2%80%93%20Private%20Placement) This note describes the private placement of units to the Sponsor, including the number of units, price, and total proceeds added to the Trust Account - Concurrently with the IPO, the Sponsor purchased **330,000 units** in a private placement at **$10.00 per unit**, totaling **$3,300,000**, with proceeds added to the Trust Account[61](index=61&type=chunk) [Note 5 – Related Party Transactions](index=15&type=section&id=Note%205%20%E2%80%93%20Related%20Party%20Transactions) This note details transactions with related parties, including the Sponsor's purchase of Founder Shares, administrative service fees, and a promissory note - The Sponsor purchased **2,875,000 Founder Shares** for **$25,000**, with no shares subject to forfeiture as of June 30, 2022, due to the underwriters' full exercise of the over-allotment option[63](index=63&type=chunk) - The Company pays the Sponsor **$10,000 per month** for administrative services, incurring **$60,000** for the six months ended June 30, 2022[65](index=65&type=chunk) - An unsecured promissory note from the Sponsor for up to **$300,000** was issued on March 26, 2021, and subsequently repaid[66](index=66&type=chunk) [Note 6 – Commitments and Contingencies](index=15&type=section&id=Note%206%20%E2%80%93%20Commitments%20and%20Contingencies) This note outlines the Company's commitments and contingencies, including the underwriters' over-allotment option, underwriting commissions, and registration rights - The underwriters fully exercised their over-allotment option for **1,500,000 units** on December 15, 2021[69](index=69&type=chunk) - The Company paid a cash underwriting commission of **$2,300,000** and has a deferred underwriting commission of **$2,875,000**, payable upon completion of the initial Business Combination[71](index=71&type=chunk) - Holders of Founder Shares are entitled to **registration rights** for their securities[72](index=72&type=chunk) [Note 7 – Stockholders' Deficit](index=17&type=section&id=Note%207%20%E2%80%93%20Stockholders%27%20Deficit) This note details the components of stockholders' deficit, including issued ordinary shares, public and private warrants, and their respective terms - As of June 30, 2022, there were **3,205,000 ordinary shares** issued and outstanding, excluding **11,500,000 shares** subject to possible redemption[73](index=73&type=chunk) - The Company had **11,500,000 public warrants** and **330,000 private warrants** outstanding as of June 30, 2022[74](index=74&type=chunk)[77](index=77&type=chunk) - Each public warrant entitles the holder to purchase **one-half ordinary share** at **$11.50**, exercisable 30 days after the completion of an initial business combination[75](index=75&type=chunk) - Rights automatically convert to **1/7 of an ordinary share** upon consummation of the initial business combination[78](index=78&type=chunk) [Note 8 – Fair Value Measurements](index=18&type=section&id=Note%208%20%E2%80%93%20Fair%20Value%20Measurements) This note explains the fair value measurement of the Company's marketable securities held in the Trust Account, categorized using Level 1 inputs - The Company's marketable securities held in the Trust Account are measured at fair value using **Level 1 inputs** (quoted prices in active markets)[81](index=81&type=chunk) Fair Value of Marketable Securities | Assets | June 30, 2022 | December 31, 2021 | | :------------------------------------ | :------------ | :---------------- | | Marketable Securities held in Trust Account | $115,173,461 | $115,000,744 | [Note 9 – Subsequent Events](index=19&type=section&id=Note%209%20%E2%80%93%20Subsequent%20Events) This note confirms that no subsequent events requiring adjustment or disclosure were identified up to the financial statement issuance date - The Company did not identify any subsequent events requiring adjustment or disclosure in the financial statements up to **August 12, 2022**[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting its status as a blank check company, its lack of operating revenues, and its liquidity position, including the use of IPO proceeds and potential need for additional financing [Special Note Regarding Forward-Looking Statements](index=20&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions that the Quarterly Report contains forward-looking statements subject to risks and uncertainties, and the Company disclaims any obligation to update them - The Quarterly Report includes **forward-looking statements** that involve risks and uncertainties, and actual results may differ materially from expectations[87](index=87&type=chunk) - The Company disclaims any intention or obligation to update or revise any **forward-looking statements**[87](index=87&type=chunk) [Overview](index=20&type=section&id=Overview) This section provides an overview of Alpha Star Acquisition Corporation as a blank check company formed to effect a Business Combination, anticipating significant acquisition-related costs - Alpha Star Acquisition Corporation is a **blank check company** formed to effect a **Business Combination**, expecting to incur significant costs in pursuit of its acquisition plans[88](index=88&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) This section details the Company's financial performance, noting no operating revenues and activities focused on organizational tasks and target identification - The Company has not engaged in any operations or generated operating revenues to date, with activities focused on organizational tasks, IPO preparation, and identifying a target company[89](index=89&type=chunk) Key Financial Metrics | Metric | Six Months Ended June 30, 2022 | Three Months Ended June 30, 2022 | | :------------------------------------ | :----------------------------- | :------------------------------- | | Net Loss | $(194,799) | $(15,320) | | Operating Costs | $367,521 | $178,656 | | Interest Income on Marketable Securities | $172,717 | $163,331 | [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's liquidity, including IPO and private placement proceeds, cash used in operations, funds in the Trust Account, and potential needs for additional financing - The Company's liquidity sources include **$115,000,000** from the IPO and **$3,300,000** from a private placement, with offering costs totaling **$5,669,696**[92](index=92&type=chunk) - Net cash used in operating activities was **$212,192** for the six months ended June 30, 2022[93](index=93&type=chunk) - As of June 30, 2022, **$115,173,461** was held in the Trust Account for the Business Combination, and **$175,666** was held outside for identifying and evaluating target businesses[94](index=94&type=chunk)[95](index=95&type=chunk) - The Company may need to raise additional funds to meet operating expenditures, complete a Business Combination, or cover redemptions[97](index=97&type=chunk) [Off-Balance Sheet Financing Arrangements](index=22&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms that the Company has no off-balance sheet arrangements as of June 30, 2022 - The Company has no obligations, assets, or liabilities considered **off-balance sheet arrangements** as of June 30, 2022[99](index=99&type=chunk) [Contractual Obligations](index=22&type=section&id=Contractual%20Obligations) This section outlines the Company's contractual obligations, including a monthly administrative fee to the Sponsor and a deferred underwriting commission - The Company has a monthly administrative fee of **$10,000** payable to the Sponsor for general and administrative services[100](index=100&type=chunk) - A deferred underwriting commission of **$2,875,000** is payable upon the closing of a Business Combination[100](index=100&type=chunk) [Critical Accounting Policies](index=22&type=section&id=Critical%20Accounting%20Policies) This section discusses the Company's critical accounting policies, focusing on the classification of warrants and ordinary shares subject to possible redemption - The Company accounts for warrants as either **equity-classified or liability-classified instruments** based on specific terms and authoritative guidance, requiring professional judgment[102](index=102&type=chunk) - Ordinary shares subject to possible redemption are classified as **temporary equity** and measured at **redemption value**, as redemption rights are outside the Company's control[104](index=104&type=chunk) [Recent accounting standards](index=24&type=section&id=Recent%20accounting%20standards) This section states that management does not anticipate any material effect from recently issued, but not yet effective, accounting standards on the interim financial statements - Management does not believe that any recently issued, but not yet effective, accounting standards would have a **material effect** on the interim condensed financial statements[109](index=109&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The Company reports no material exposure to market or interest rate risk as of June 30, 2022, due to its investment strategy of holding U.S. government securities with short maturities - As of June 30, 2022, the Company was not subject to any **material market or interest rate risk**[110](index=110&type=chunk) - Net proceeds from the IPO, including amounts in the Trust Account, are invested in **U.S. government securities** with maturities of **180 days or less** or in money market funds investing solely in U.S. treasuries[110](index=110&type=chunk) [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, concluding their effectiveness, and confirms no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=24&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms that the Chief Executive Officer and Chief Financial Officer concluded the Company's disclosure controls and procedures were effective as of March 31, 2022 - The Chief Executive Officer and Chief Financial Officer concluded that the Company's **disclosure controls and procedures were effective** as of **March 31, 2022**[111](index=111&type=chunk) [Changes in Internal Control Over Financial Reporting](index=24&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports no material changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter - There has been **no change** in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting during the most recently completed fiscal quarter[112](index=112&type=chunk) [Part II. Other Information](index=25&type=section&id=Part%20II.%20Other%20Information) This section provides additional disclosures including legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and a list of exhibits [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently involved in any legal proceedings as of the filing date of this Form 10-Q - The Company is **not a party to any legal proceedings** as of the filing date of this Form 10-Q[114](index=114&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) The Company refers to the risk factors previously disclosed in its annual report on Form 10-K for the fiscal year ended December 31, 2021, and confirms no material changes to these risks as of the date of this Quarterly Report - There have been **no material changes** to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021[115](index=115&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the private placement of 330,000 units to the Sponsor and outlines the comprehensive use of proceeds from both the IPO and the private placement, primarily for deposit into the Trust Account [Use of Proceeds](index=25&type=section&id=Use%20of%20Proceeds) This section details the proceeds from the IPO and private placement, specifying the number of units sold, price, and the total amount deposited into the trust account - The Company completed its IPO on December 15, 2021, selling **11,500,000 units** at **$10.00 each**, generating gross proceeds of **$115,000,000**[117](index=117&type=chunk) - Concurrently, the Company sold **330,000 Private Placement Units** to the Sponsor at **$10.00 per unit**, generating gross proceeds of **$3,300,000**[118](index=118&type=chunk) - A total of **$115,000,000** from the IPO and private placement proceeds was placed in a U.S.-based trust account[119](index=119&type=chunk) [Item 3. Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reports no defaults upon senior securities - There are **no defaults upon senior securities**[120](index=120&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company's operations - Mine Safety Disclosures are **not applicable** to the Company[121](index=121&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The Company has no other information to disclose under this item - No other information to disclose[121](index=121&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including various certifications and XBRL documents - Exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (**31.1, 31.2, 32.1, 32.2**) and Inline XBRL documents (**101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE, 104**)[123](index=123&type=chunk) [Part III. Signatures](index=28&type=section&id=Part%20III.%20Signatures) This section contains the official signatures of the Company's Chief Executive Officer and Chief Financial Officer, affirming the report's submission [Signatures](index=28&type=section&id=SIGNATURES) The report is duly signed on behalf of Alpha Star Acquisition Corporation by its Chief Executive Officer and Chief Financial Officer - The report was signed on **August 12, 2022**, by **Zhe Zhang, Chief Executive Officer**, and **Guojian Chen, Chief Financial Officer**[125](index=125&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41153 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | --- | --- | |----------------------- ...