Part I. Financial Information Consolidated Financial Statements (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 GROUP203134 - 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 Market41 - 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 capital4546 - 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 redemption32106 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 $1,072,01342120 - 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 concern121 - On September 25, 2024, the Sponsor agreed to waive a total of $6,992,231 in principal from outstanding promissory notes and loans84125 Quantitative and Qualitative Disclosures Regarding Market Risk 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 expected137 Controls and Procedures 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, 2025139 - 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 statements141 - The company is devoting resources to remediate the material weakness, including enhancing access to accounting literature and increasing communication with third-party professionals142 Part II. Other Information Legal Proceedings 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-Q145 Risk Factors 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, 2024146 Unregistered Sales of Equity Securities and Use of Proceeds 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 $3,300,000147149 - 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 Account148151 - Shareholders have approved multiple extensions for the company to consummate a business combination, with the latest extension moving the deadline to June 15, 2025151 Defaults Upon Senior Securities None - None153 Mine Safety Disclosures Not applicable - Not applicable154 Other Information None - None155 Exhibits 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 files157 Signatures
Alpha Star Acquisition Corporation(ALSAU) - 2025 Q1 - Quarterly Report