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

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, 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) 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) This section presents the unaudited financial statements for Alpha Star Acquisition Corporation, reflecting its status as a blank check company with no operations, a net loss from operational costs, and a going concern uncertainty [Balance Sheets (Unaudited)](index=4&type=section&id=Balance%20Sheets%20(Unaudited)) As of June 30, 2022, the unaudited balance sheet shows **$115.4 million** in total assets, primarily marketable securities, with a **$2.8 million** stockholders' deficit and **$115.2 million** in ordinary shares subject to redemption Balance Sheet Summary (as of June 30, 2022 vs. December 31, 2021) | Metric | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$115,416,935** | **$115,530,794** | | Marketable securities held in trust account | $115,173,461 | $115,000,744 | | **Total Liabilities** | **$3,008,939** | **$2,927,999** | | Deferred underwriting commissions | $2,875,000 | $2,875,000 | | **Ordinary shares subject to possible redemption** | **$115,173,461** | **$115,000,000** | | **Total Stockholders' Deficit** | **$(2,765,465)** | **$(2,397,205)** | [Statements of Operations (Unaudited)](index=5&type=section&id=Statements%20of%20Operations%20(Unaudited)) For the three and six months ended June 30, 2022, the company reported net losses of **$15,320** and **$194,799**, respectively, driven by operational costs offset by interest income Results of Operations Highlights | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2022** | **$(15,320)** | Formation/Operational Costs: $(178,656)<br>Interest Income: $163,331 | | **Six Months Ended June 30, 2022** | **$(194,799)** | Formation/Operational Costs: $(367,521)<br>Interest Income: $172,717 | [Statements of Changes in Stockholders' Deficit (Unaudited)](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)%20(Unaudited)) The stockholders' deficit increased from **$(2.40) million** to **$(2.77) million** as of June 30, 2022, due to a net loss and remeasurement of ordinary shares Change in Stockholders' Deficit (For the six months ended June 30, 2022) | Description | Amount | | :--- | :--- | | Balance at December 31, 2021 | $(2,397,205) | | Net loss | $(194,799) | | Remeasurement to redemption value | $(173,461) | | **Balance at June 30, 2022** | **$(2,765,465)** | [Statements of Cash Flows (Unaudited)](index=7&type=section&id=Statements%20of%20Cash%20Flows%20(Unaudited)) For the six months ended June 30, 2022, net cash used in operating activities was **$212,192**, resulting in a decrease in the cash balance to **$175,666** Cash Flow Summary (For the six months ended June 30, 2022) | Cash Flow Item | Amount | | :--- | :--- | | Net cash used in operating activities | $(212,192) | | Net cash provided by financing activities | $0 | | Net decrease in cash | $(212,192) | | Cash at beginning of period | $387,858 | | **Cash at end of period** | **$175,666** | [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) These notes detail the company's blank check nature, IPO and private placement proceeds, trust account establishment, and a significant going concern uncertainty due to the business combination deadline - The company is a blank check company formed to effect a business combination, focusing on businesses with an **Asian market connection**[20](index=20&type=chunk)[21](index=21&type=chunk) - Management has determined substantial doubt about the company's ability to continue as a going concern due to the **September 15, 2023, liquidation date** and insufficient working capital[33](index=33&type=chunk)[34](index=34&type=chunk) - The company completed its IPO on December 15, 2021, issuing **11.5 million units** at **$10.00 per unit** and generating **$115 million** in gross proceeds[24](index=24&type=chunk)[57](index=57&type=chunk) - A deferred underwriting commission of **$2.875 million** is payable from the trust account upon completion of an initial business combination[70](index=70&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no revenue, activities are limited to organizational matters and target search, resulting in a **$194,799** net loss and a need for additional funds - The company has not generated operating revenues and focuses solely on identifying a target for a business combination[88](index=88&type=chunk) Financial Highlights (Six Months Ended June 30, 2022) | Metric | Amount | | :--- | :--- | | Net Loss | $(194,799) | | Cash held outside Trust Account (as of June 30, 2022) | $175,666 | | Marketable Securities in Trust Account (as of June 30, 2022) | $115,173,461 | - Management anticipates needing to raise additional funds to cover operating expenditures and complete a business combination[98](index=98&type=chunk) - The company pays its Sponsor a **$10,000 monthly fee** for administrative services until a business combination or liquidation[101](index=101&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company faces no material market or interest rate risk, as IPO proceeds in the trust account are invested in short-term U.S. government securities or money market funds - Funds in the Trust Account are invested in short-term U.S. government securities or money market funds, resulting in **no material interest rate risk** exposure[112](index=112&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2022, disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the most recent fiscal quarter - Management concluded that disclosure controls and procedures were **effective** as of March 31, 2022[114](index=114&type=chunk) - No material changes occurred in internal control over financial reporting during the most recent fiscal quarter[115](index=115&type=chunk) [Part II. Other Information](index=25&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) As of the filing date, the company is not a party to any legal proceedings - The company is **not a party to any legal proceedings**[117](index=117&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 - No material changes to risk factors have occurred since the Annual Report on Form 10-K for the fiscal year ended December 31, 2021[118](index=118&type=chunk) [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 **$3.3 million** private placement of **330,000 units** to the sponsor and the **$115 million** IPO proceeds placed into a trust account - Concurrently with the IPO, **330,000 Private Units** were sold to the sponsor at **$10.00 per unit**, generating **$3.3 million** in proceeds[119](index=119&type=chunk) - The IPO of **11.5 million units** generated **$115 million** in gross proceeds, all of which was placed in the trust account[120](index=120&type=chunk)[122](index=122&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities - There are **no defaults** upon senior securities[124](index=124&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is **not applicable**[126](index=126&type=chunk) [Other Information](index=26&type=section&id=Item%205.%20Other%20Information) There is no other information to report - There is **no other information** to report[127](index=127&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications and XBRL data files - The report includes filed exhibits such as **CEO and CFO certifications** (31.1, 31.2, 32.1, 32.2) and **Inline XBRL documents** (101 series)[129](index=129&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 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 Commission File No. 001-41153 ALPHA STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A 80 Broad Street, 5F ...

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, 2021 ☐ 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 oth ...