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 June 30, 2025 ☐ 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) Cayman Islands N/A (State or other juri ...

Part I. Financial Information [Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) The SPAC reported a significant asset decrease and net loss in Q1 2025, facing going concern uncertainty and Nasdaq delisting due to redemptions and lower trust income Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Items | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Marketable securities held in trust account | $420,581 | $11,111,853 | | Total assets | $461,384 | $11,113,353 | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $1,112,816 | $11,564,018 | | Deferred underwriting commissions | $2,875,000 | $2,875,000 | | Total liabilities | $3,987,816 | $14,439,018 | | Total stockholders' deficit | $(3,947,013) | $(3,618,201) | Consolidated Statements of Operations (Unaudited) | Income Statement Items | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Loss from operations | $(223,812) | $(238,932) | | Interest and dividends earned in trust account | $23,045 | $962,977 | | **Net (loss) income** | **$(200,767)** | **$724,045** | | Non-redeemable ordinary shares, basic and diluted net loss per share | $(0.10) | $(0.05) | - The company is a blank check company with a deadline to complete a Business Combination by **June 15, 2025**. It has entered into a Business Combination Agreement with OU XDATA GROUP[20](index=20&type=chunk)[31](index=31&type=chunk)[34](index=34&type=chunk) - On **December 16, 2024**, the company was notified of its delisting from Nasdaq for failing to complete its initial business combination in time. Its securities now trade on the OTC Pink Open Market[41](index=41&type=chunk) - Management has determined that the mandatory liquidation date of **June 15, 2025**, raises substantial doubt about the Company's ability to continue as a going concern. As of **March 31, 2025**, the company had insufficient working capital[45](index=45&type=chunk)[46](index=46&type=chunk) - On **May 2, 2025**, shareholders approved proposals related to the business combination with OU XDATA GROUP. In connection with the vote, **16,029 public shares** were tendered for redemption[32](index=32&type=chunk)[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The SPAC reported a net loss in Q1 2025 due to lower trust income, facing liquidity constraints and going concern doubts Quarterly Performance Comparison | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net (Loss) / Income | $(200,767) | $724,045 | | Operating Costs | $223,812 | $238,932 | | Interest Income (Trust) | $23,045 | $962,977 | - As of **March 31, 2025**, the company had no cash held outside the Trust Account and a working capital deficit of **$1,072,013**[42](index=42&type=chunk)[120](index=120&type=chunk) - The company relies on loans from its Sponsor to meet working capital needs. The Sponsor is not obligated to provide these funds. These conditions raise substantial doubt about the company's ability to continue as a going concern[121](index=121&type=chunk) - On **September 25, 2024**, the Sponsor agreed to waive a total of **$6,992,231** in principal from outstanding promissory notes and loans[84](index=84&type=chunk)[125](index=125&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is not subject to any material market or interest rate risk due to its investment strategy for trust account proceeds - Funds held 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. Due to the short-term nature of these investments, material exposure to interest rate risk is not expected[137](index=137&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2025, due to a material weakness in financial reporting controls - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of **March 31, 2025**[139](index=139&type=chunk) - A material weakness was identified in internal control over financial reporting related to ineffective review procedures over journal entries and financial statement preparation. This resulted in errors such as the misclassification of the trust account balance and deferred underwriting commissions in previously issued financial statements[141](index=141&type=chunk) - The company is devoting resources to remediate the material weakness, including enhancing access to accounting literature and increasing communication with third-party professionals[142](index=142&type=chunk) Part II. Other Information [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) As of the filing date of the Form 10-Q, the company is not a party to any legal proceedings - The Company is not party to any legal proceedings as of the filing date of this Form 10-Q[145](index=145&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[146](index=146&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the use of IPO and private placement proceeds, with $115 million placed in trust, and extended business combination deadline - Simultaneously with the IPO, the Sponsor purchased **330,000 Private Units** at **$10.00 per unit**, generating gross proceeds of **$3,300,000**[147](index=147&type=chunk)[149](index=149&type=chunk) - The IPO of **11,500,000 units** generated gross proceeds of **$115,000,000**. A total of **$115,000,000** from the IPO and private placement was placed in the Trust Account[148](index=148&type=chunk)[151](index=151&type=chunk) - Shareholders have approved multiple extensions for the company to consummate a business combination, with the latest extension moving the deadline to **June 15, 2025**[151](index=151&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None - None[153](index=153&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[154](index=154&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) None - None[155](index=155&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including officer certifications and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002, along with XBRL data files[157](index=157&type=chunk) Signatures

Financial Performance - For the years ended December 31, 2024 and 2023, the company reported a net income of $1,344,563 and $4,924,098, respectively, with formation and operational costs of $913,909 and $435,287[200]. - The company generated interest income on marketable securities held in the trust account of $2,217,105 for 2024 and $4,911,035 for 2023[200]. - Net cash used in operating activities was $(243,395) for 2024 and $(235,925) for 2023, primarily due to interest earned in investments[204]. Investments and Assets - As of December 31, 2024, the company had investments held in the Trust Account amounting to $11,111,853, down from $101,590,662 in 2023[205]. - As of December 31, 2024, the company had cash of $nil held outside of the Trust Account, indicating reliance on Trust Account funds for operations[206]. Fundraising and Costs - The company raised gross proceeds of $115,000,000 from its initial public offering and an additional $3,300,000 from the sale of Private Units[201]. - The company incurred $5,669,696 in transaction costs related to the initial public offering, including $2,300,000 in underwriting fees[202]. - The company issued promissory notes totaling $8,300,000 to the Sponsor for transaction costs and extension fees, with a balance of $140,000 as of December 31, 2024[210][212]. Future Plans and Financing - The company plans to use substantially all funds in the Trust Account to complete its business combination, with potential additional financing needed[205][208]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of December 31, 2024[214].

Part I. Financial Information This section provides a comprehensive overview of the company's financial performance, position, and cash flows [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The consolidated financial statements detail the company's financial position, performance, and cash flows, noting significant asset changes and liquidity challenges [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheets show a significant decrease in total assets and liabilities, with an improved stockholders' deficit primarily due to debt forgiveness Consolidated Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Marketable securities held in trust account | $10,962,587 | $101,590,662 | | **Total Assets** | **$10,987,712** | **$101,603,162** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $648,242 | $6,189,022 | | Total liabilities | $3,523,242 | $9,064,022 | | Ordinary shares subject to possible redemption | $10,880,063 | $101,605,662 | | Total stockholders' deficit | $(3,415,593) | $(9,066,522) | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The statements of operations show a net loss for Q3 2024 and a decline in net income for the nine-month period, driven by reduced trust account interest Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Formation and operational costs | $459,346 | $104,592 | $808,801 | $316,908 | | Interest and dividends earned in trust | $320,078 | $1,337,332 | $2,131,683 | $4,035,277 | | **Net (Loss) Income** | **$(139,268)** | **$1,232,740** | **$1,322,882** | **$3,718,369** | [Consolidated Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) Stockholders' deficit significantly improved due to a $6,984,730 debt forgiveness by the Sponsor, recorded as a capital contribution - On September 25, 2024, the Sponsor agreed to waive debt totaling **$6,984,730**. This amount was recognized as an increase in Additional Paid-In Capital, significantly improving the total stockholders' deficit[10](index=10&type=chunk)[76](index=76&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flows for the nine months ended September 30, 2024, show significant movements from trust account withdrawals and share redemptions Cash Flow Summary for Nine Months Ended Sep 30, 2024 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash provided by operating activities | $82,524 | | Net cash provided by investing activities | $92,774,758 | | Net cash used in financing activities | $(92,857,282) | - The company withdrew **$93.3 million** from its Trust Account to redeem public shares during the first nine months of 2024[12](index=12&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail the Business Combination Agreement, deadline extension, going concern uncertainty, Sponsor debt waiver, and a Nasdaq delisting notice - On September 12, 2024, the Company entered into a Business Combination Agreement with OU XDATA GROUP ("XDATA"), an Estonian company[25](index=25&type=chunk) - The deadline to consummate a business combination has been extended to December 15, 2024[22](index=22&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to its working capital deficit and the approaching liquidation date if a business combination is not completed[34](index=34&type=chunk)[35](index=35&type=chunk) - On September 25, 2024, the Sponsor waived a total of **$6,984,730** in liabilities, consisting of **$6,245,961** from promissory notes and **$746,270** from a loan agreement. This was treated as a capital transaction[71](index=71&type=chunk)[74](index=74&type=chunk)[76](index=76&type=chunk) - Subsequent to the quarter end, on October 1, 2024, the Company received a notice from Nasdaq for failing to meet the minimum **$50 million** market value of listed securities requirement[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-combination status, declining net income, liquidity challenges, going concern uncertainty, and the XDATA Business Combination Agreement - The company is a blank check company with its activities limited to organizational tasks and searching for a Business Combination, having generated no operating revenue to date[102](index=102&type=chunk)[104](index=104&type=chunk) Net Income (Loss) Comparison | Period | Net (Loss) Income | | :--- | :--- | | Nine Months Ended Sep 30, 2024 | $1,322,882 | | Nine Months Ended Sep 30, 2023 | $3,718,369 | | Three Months Ended Sep 30, 2024 | $(139,268) | | Three Months Ended Sep 30, 2023 | $1,232,740 | - The company has a working capital deficit and relies on loans from its Sponsor to fund operations, raising substantial doubt about its ability to continue as a going concern[113](index=113&type=chunk) - On September 25, 2024, the Sponsor waived debt totaling approximately **$7.0 million**, significantly improving the company's balance sheet[117](index=117&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports immaterial market and interest rate risk due to trust account investments in short-term U.S. government securities - The company's exposure to market and interest rate risk is considered immaterial as IPO proceeds are held in the Trust Account and invested in U.S. government securities with a maturity of 180 days or less[131](index=131&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in internal control over financial reporting, with remediation efforts underway - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of September 30, 2024[133](index=133&type=chunk) - A material weakness was identified in internal control over financial reporting relating to ineffective review and approval procedures over journal entries and financial statement preparation[135](index=135&type=chunk) - The company is devoting resources to remediate the material weakness, including enhancing access to accounting literature and increasing communication with third-party professionals[136](index=136&type=chunk) Part II. Other Information This section covers other pertinent information including legal proceedings, risk factors, equity sales, and regulatory disclosures [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings as of the filing date - The Company is not party to any legal proceedings as of the filing date[139](index=139&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor involves a Nasdaq non-compliance notice for market value, with a deadline to regain compliance to avoid delisting - A new risk factor has emerged from a Nasdaq notification letter received on October 1, 2024, stating non-compliance with the minimum **$50,000,000** market value of listed securities requirement[141](index=141&type=chunk)[142](index=142&type=chunk) - The company has a 180-day compliance period, until March 31, 2025, to regain compliance by having its market value of listed securities meet or exceed **$50,000,000** for at least 10 consecutive business days[142](index=142&type=chunk) - Failure to regain compliance could result in the delisting of the company's securities from Nasdaq, which would adversely affect their liquidity and market price[143](index=143&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&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 the use of IPO proceeds, primarily for a trust account - Simultaneously with the IPO, the company sold **330,000** Private Units to its Sponsor at **$10.00** per unit, for total proceeds of **$3,300,000**[144](index=144&type=chunk)[146](index=146&type=chunk) - A total of **$115,000,000** from the IPO and private placement was placed in a U.S.-based Trust Account[147](index=147&type=chunk) [Other Items (Items 3, 4, 5, 6)](index=30&type=section&id=Other%20Items) The company reports no defaults, no mine safety disclosures, no other material information, and lists the exhibits filed - The company reports "None" for Item 3 (Defaults Upon Senior Securities) and Item 5 (Other Information), and "Not applicable" for Item 4 (Mine Safety Disclosures)[148](index=148&type=chunk) - Item 6 lists the exhibits filed as part of the report, including officer certifications and XBRL data files[149](index=149&type=chunk)[150](index=150&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 June 30, 2024 ☐ 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) | --- | --- | |------------------------ ...

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $724,045, consisting of operating costs of $238,932, offset by interest income of $677,001 and unrealized interest income of $285,976 [99]. - For the three months ended March 31, 2023, the company had a net income of $1,147,084, with operating costs of $121,309, interest income of $807,326, and unrealized interest income of $461,067 [100]. Assets and Securities - As of March 31, 2024, the company held marketable securities in the Trust Account amounting to $65,650,502, which will be used to complete a Business Combination [104]. - The total balance of promissory notes issued by the company was $6,035,961 as of March 31, 2024, with no interest and no conversion feature [108]. - The company has no cash held outside the Trust Account as of March 31, 2024, and intends to use any funds held outside primarily for identifying and evaluating target businesses [105]. Capital and Funding - The company raised gross proceeds of $115,000,000 from its IPO, with each unit priced at $10.00, and an additional $3,300,000 from a private placement [101]. - The company may need to raise additional capital to meet its operational expenditures and complete a Business Combination, which raises concerns about its ability to continue as a going concern if a Business Combination is not consummated [106][109]. Operating Activities - The company incurred net cash used in operating activities of $91,797 for the three months ended March 31, 2023, and reported no net cash used in operating activities for the three months ended March 31, 2024 [102][103]. Debt and Expenses - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024 [111]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs, as well as due diligence expenses related to potential Business Combinations [98].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ 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) CaymanIslands (State or other ju ...

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a net income of **$3.72 million** for the nine months ended September 30, 2023, primarily from trust account interest, with total assets decreasing and significant going concern doubt [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Total assets decreased to **$99.49 million** as of September 30, 2023, due to share redemptions, while total liabilities increased to **$8.15 million**, widening the stockholders' deficit Balance Sheet Summary (Unaudited) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$99,487,185** | **$118,339,807** | | Marketable securities held in Trust Account | $99,368,056 | $118,228,816 | | **Total Liabilities** | **$8,153,774** | **$4,629,881** | | Promissory note – Sponsor | $4,849,613 | $1,533,332 | | Ordinary shares subject to possible redemption | $99,375,556 | $118,228,816 | | **Total stockholders' deficit** | **$(8,042,145)** | **$(4,518,890)** | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Net income significantly increased to **$3.72 million** for the nine months ended September 30, 2023, primarily driven by higher interest income from marketable securities in the Trust Account Statement of Operations Highlights (Unaudited) | Period | For the Three Months Ended Sep 30, 2023 | For the Three Months Ended Sep 30, 2022 | For the Nine Months Ended Sep 30, 2023 | For the Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Loss from operation costs | $104,592 | $104,983 | $316,908 | $472,504 | | Total other income | $1,337,332 | $520,450 | $4,035,277 | $693,172 | | **Net Income** | **$1,232,740** | **$415,467** | **$3,718,369** | **$220,668** | [Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The total stockholders' deficit widened to **$(8.04) million** by September 30, 2023, primarily due to adjustments for shares subject to redemption and funding for business combination extensions - The accumulated deficit grew from **$(4,522,095)** at December 31, 2022, to **$(8,045,350)** at September 30, 2023[13](index=13&type=chunk)[14](index=14&type=chunk) [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$126,796**, while investing activities provided **$22.90 million** from trust account withdrawals for redemptions, and financing activities used **$(22.78) million** Cash Flow Summary for the Nine Months Ended Sep 30 (Unaudited) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(126,796) | $(257,692) | | Net cash provided by (used in) investing activities | $22,896,037 | $(383,333) | | Net cash (used in) provided by financing activities | $(22,778,603) | $383,333 | | **Net decrease in cash in escrow** | **$(9,362)** | **$(257,692)** | [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) The notes highlight the company's blank check status, a March 15, 2024 business combination deadline, substantial going concern doubt, and recent share redemptions - The company is a blank check company formed to effect a business combination and will not consider entities with principal operations in China, Hong Kong, or Macau[19](index=19&type=chunk)[20](index=20&type=chunk) - The deadline to consummate a business combination was extended to March 15, 2024, with failure to do so resulting in automatic liquidation, which raises substantial doubt about the company's ability to continue as a going concern[25](index=25&type=chunk)[33](index=33&type=chunk) - The company entered into a non-binding letter of intent (LOI) for a business combination with Cyclebit Group, a global payments and SaaS provider[24](index=24&type=chunk) - In connection with an extension vote in July 2023, **2,436,497** public shares were redeemed for a total payment of **$26,094,883**[26](index=26&type=chunk)[44](index=44&type=chunk) - The Sponsor has issued four promissory notes totaling up to **$7.3 million** to fund extension fees and transaction costs, with an outstanding balance of **$4,849,613** as of September 30, 2023[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - Subsequent to the quarter end, on October 12, 2023, the company received a notice from Nasdaq for non-compliance with the minimum public holders rule and has submitted a plan to regain compliance[102](index=102&type=chunk)[103](index=103&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a blank check entity, generated **$3.72 million** net income from trust account interest, relies on Sponsor loans for operations, and faces substantial going concern doubt due to its impending business combination deadline Results of Operations Summary | Period | Net Income (Loss) | Key Driver | | :--- | :--- | :--- | | **Q3 2023** | $1,232,740 | Interest income of $1,337,332 offset by operating costs of $104,592 | | **Q3 2022** | $415,467 | Interest income of $520,450 offset by operating costs of $104,983 | | **Nine Months 2023** | $3,718,369 | Interest income of $4,035,277 offset by operating costs of $316,908 | | **Nine Months 2022** | $220,668 | Interest income of $693,172 offset by operating costs of $472,504 | - As of September 30, 2023, the company had **$99,368,056** in marketable securities held in the Trust Account and **$101,629** in cash held outside the trust for operating expenses[119](index=119&type=chunk)[121](index=121&type=chunk) - The company is reliant on loans from its Sponsor to meet working capital needs and has issued four promissory notes, raising substantial doubt about its ability to continue as a going concern[122](index=122&type=chunk)[123](index=123&type=chunk)[125](index=125&type=chunk) - Contractual obligations include a **$10,000** monthly fee to the Sponsor for administrative services and a deferred underwriting fee of **$2,875,000** payable upon completion of a Business Combination[131](index=131&type=chunk)[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company faces minimal market or interest rate risk as Trust Account funds are invested in short-term U.S. government securities or U.S. treasury-only money market funds - Proceeds from the IPO held in the Trust Account are invested in U.S. government securities with maturities of 180 days or less, or in money market funds investing only in U.S. treasuries, minimizing material exposure to interest rate risk[141](index=141&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2023, the company's disclosure controls and procedures were effective[143](index=143&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[144](index=144&type=chunk) [Part II. Other Information](index=26&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings as of the filing date - The Company is not party to any legal proceedings as of the filing date[146](index=146&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the previously disclosed risk factors have occurred since the Annual Report on Form 10-K for fiscal year 2022 - As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022[147](index=147&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the private placement of **330,000 units** to its Sponsor for **$3.3 million** and the deposit of **$115 million** IPO proceeds into the trust account for a business combination - Concurrently with the IPO, the Sponsor purchased **330,000** Private Units at **$10.00** per unit for total proceeds of **$3,300,000**[148](index=148&type=chunk)[150](index=150&type=chunk) - Gross proceeds of **$115,000,000** from the IPO were generated from the sale of **11,500,000** units, with a total of **$115,000,000** placed in the Trust Account[149](index=149&type=chunk)[151](index=151&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities have been reported - None[153](index=153&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Not applicable[153](index=153&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) No other material information is reported in this section - None[153](index=153&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - The report includes exhibits such as CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL data files[156](index=156&type=chunk) [Signatures](index=29&type=section&id=Part%20III.%20Signatures) [Signatures](index=29&type=section&id=Signatures) The report was signed on November 14, 2023, by the Chief Executive Officer and Chief Financial Officer - The report is signed by Zhe Zhang (Chief Executive Officer) and Guojian Chen (Chief Financial Officer) on November 14, 2023[159](index=159&type=chunk)

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. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a net income of $1.15 million for Q1 2023, primarily from trust account gains, but faces substantial doubt about its ability to continue as a going concern [Balance Sheets (Unaudited)](index=4&type=section&id=Balance%20Sheets%20%28Unaudited%29) As of March 31, 2023, total assets were $120.7 million, primarily marketable securities in the trust account, with liabilities at $5.86 million and a stockholders' deficit of $5.79 million Balance Sheet Summary (Unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Marketable securities held in trust account | $120,639,708 | $118,228,816 | | Total current assets | $120,718,902 | $118,339,807 | | **Total Assets** | **$120,718,902** | **$118,339,807** | | **Liabilities & Stockholders' Deficit** | | | | Promissory note – related party | $2,683,331 | $1,533,332 | | Total current liabilities | $5,861,892 | $4,629,881 | | Ordinary shares subject to possible redemption | $120,647,208 | $118,228,816 | | Total stockholders' deficit | ($5,790,198) | ($4,518,890) | | **Total Liabilities and Stockholders' Deficit** | **$120,718,902** | **$118,339,807** | [Statements of Operations (Unaudited)](index=5&type=section&id=Statements%20of%20Operations%20%28Unaudited%29) The company reported a net income of $1.15 million for Q1 2023, a turnaround from a net loss in 2022, driven by $1.27 million in interest and unrealized gains from trust account securities Quarterly Statement of Operations (Unaudited) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Formation and operational costs | $121,309 | $188,865 | | Total other income (from trust account) | $1,268,393 | $9,386 | | **Net Income (Loss)** | **$1,147,084** | **($179,479)** | | Basic and diluted net income (loss) per share (non-redeemable) | ($0.09) | ($0.01) | [Statements of Changes in Stockholders' Deficit (Unaudited)](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders%27%20Deficit%20%28Unaudited%29) The total stockholders' deficit increased to $5.79 million as of March 31, 2023, primarily due to adjustments for ordinary shares subject to redemption, despite the net income for the period Changes in Stockholders' Deficit (Q1 2023) | Description | Amount | | :--- | :--- | | Balance at December 31, 2022 | ($4,518,890) | | Subsequent measurement of ordinary shares subject to redemption | ($2,418,392) | | Net income | $1,147,084 | | **Balance at March 31, 2023** | **($5,790,198)** | [Statements of Cash Flows (Unaudited)](index=7&type=section&id=Statements%20of%20Cash%20Flows%20%28Unaudited%29) Net cash used in operating activities was $84,297 for Q1 2023, with financing activities providing $1.15 million from a sponsor loan, which was used for investing activities to extend the business combination deadline Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2023 | | :--- | :--- | | Net cash used in operating activities | ($84,297) | | Net cash used by investing activities | ($1,149,999) | | Net cash provided by financing activities | $1,149,999 | | **Net decrease in cash** | **($84,297)** | | Cash at end of period | $26,694 | [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) The notes detail the company's nature as a blank check company, its LOI with Cyclebit Group, and management's determination of substantial doubt about its ability to continue as a going concern - The Company is a blank check company formed to effect a business combination, intending to focus on businesses connected to the Asian market[14](index=14&type=chunk)[15](index=15&type=chunk) - On September 13, 2022, the Company entered into a non-binding letter of intent (LOI) for a business combination with Cyclebit Group, a global payments and SaaS provider[20](index=20&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern, as it must consummate a business combination by September 15, 2023, or face liquidation[27](index=27&type=chunk) - The Company has issued three promissory notes to its Sponsor to fund extension fees and transaction costs, with an outstanding balance of **$2,683,331** as of March 31, 2023[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management confirms the company has no operations or operating revenues, with Q1 2023 net income solely from trust account gains, highlighting significant liquidity concerns and reliance on sponsor loans - The company is a blank check company with no operations or operating revenues to date, focusing its activities on identifying a target for a Business Combination[90](index=90&type=chunk)[92](index=92&type=chunk) Quarterly Results Comparison | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Q1 2023 | $1,147,084 | Interest and unrealized gains of $1,268,393 on trust account securities | | Q1 2022 | ($179,479) | Operating costs of $188,865 offset by minor interest income of $9,386 | - The company faces liquidity challenges and relies on non-obligatory loans from its Sponsor to fund working capital needs and extend the business combination deadline[101](index=101&type=chunk) As of March 31, 2023, sponsor promissory note balances were **$2,683,331**[102](index=102&type=chunk) - Key contractual obligations include a **$10,000** monthly fee to the Sponsor for administrative services and a deferred underwriting fee of **$2,875,000** payable upon closing a Business Combination[105](index=105&type=chunk)[106](index=106&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company states it is not subject to material market or interest rate risk, as trust account proceeds are invested in short-term U.S. government securities or money market funds - The Company believes there is no material exposure to interest rate risk as funds in the Trust Account are invested in short-term U.S. government securities or money market funds investing in U.S. treasuries[114](index=114&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2023, management concluded that disclosure controls and procedures were effective, with no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer evaluated disclosure controls and procedures and concluded they were effective as of March 31, 2023[117](index=117&type=chunk) - No changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[118](index=118&type=chunk) Part II. Other Information [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not a party to any legal proceedings as of the filing date of the Form 10-Q - The Company is not party to any legal proceedings[120](index=120&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 - As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022[121](index=121&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company detailed the private placement of 330,000 units to its sponsor for $3.3 million and the use of $115 million in gross IPO proceeds, primarily placed into a trust account - Concurrently with the IPO, the Company sold **330,000 Private Units** to its sponsor at **$10.00 per unit**, generating **$3,300,000** in a private placement[122](index=122&type=chunk) - The IPO generated gross proceeds of **$115,000,000**[123](index=123&type=chunk) A total of **$115,000,000** from the IPO and private placement was placed in a U.S.-based trust account[125](index=125&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[127](index=127&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[127](index=127&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - None[127](index=127&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents Filed Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer (Sec. 302) | | 31.2 | Certification of Principal Financial Officer (Sec. 302) | | 32.1 | Certification of Principal Executive Officer (Sec. 906) | | 32.2 | Certification of Principal Financial Officer (Sec. 906) | | 101 Series | Inline XBRL Documents | Signatures [Signatures](index=27&type=section&id=Part%20III.%20Signatures) This section contains the required signatures for the quarterly report