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 ...