공시 • Dec 23
Nasdaq Determines to Delist Securities of Alpha Star Acquisition Corporation On December 16, 2024, Alpha Star Acquisition Corporation (the Company") received a letter (the Letter") from the Listing Qualifications Department of the Nasdaq Stock Market LLC (Nasdaq") stating that (i) the Staff has determined that the Company's securities will be delisted from The Nasdaq Stock Market; (ii) trading of the Company's Ordinary Shares, Units, Rights, and Warrants will be suspended at the opening of business on December 23, 2024; and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission (the SEC"), which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. Pursuant to Nasdaq Listing Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company failed to complete its initial business combination by December 13, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to delisting. The Company will not appeal Nasdaq's determination to delist the Company's securities and accordingly, the Company's securities will be suspended from trading on Nasdaq at the opening of business on December 23, 2024. The Company intends to apply for the listing of its securities on the OTC market under the same ticker symbols after they are delisted from Nasdaq. The delisting from Nasdaq does not affect the Company's previously announced business combination with OU XDATA GROUP, a company incorporated in Estonia, as both parties continue to work to effectuate the closing of the business combination. The merged entity will apply for listing of its securities on the Nasdaq Stock Market in connection with the closing of the business combination. On December 16, 2024, the Company filed a definitive proxy statement for an extraordinary general meeting of shareholders to be held on December 27, 2024, to, among other things, approve amendments to the investment management trust agreement between the Company and Wilmington Trust, N.A. providing the Company with the discretion to extend the date on which to commence liquidating the trust account (the Trust Account") established in connection with the Company's initial public offering up to six (6) additional times, each by a period of one month, from December 15, 2024 to June 15, 2025 by depositing into the Trust Account $35,000 for each one-month extension. The Company believes that it is very likely that it will fully exercise such discretion to extend the business combination period. The Company and OU XDATA GROUP are working diligently to complete the business combination as soon as practicable. The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information. 공시 • Oct 04
Alpha Star Acquisition Announces Receipt of Notice from Nasdaq Regarding Minimum Market Value Deficiency Alpha Star Acquisition Corporation. announced that it has received a letter (the ‘Letter’) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (‘Nasdaq’) indicating that the Company is currently not in compliance with the minimum Market Value of Listed Securities (‘MVLS’) set forth in the Nasdaq Listing Rules for continued listing on the Nasdaq Global Market (the ‘MVLS Requirement’). Nasdaq Listing Rule 5450(b)(2)(A) requires companies to maintain a minimum MVLS of USD 50,000,000 and Nasdaq Listing Rule 5810(c)(3)(C) provides that a failure to meet the MVLS requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the MVLS of the Company from August 12, 2024 to September 30, 2024, the Company no longer meets the minimum MVLS requirement. This notification does not impact the listing and trading of the Company’s securities at this time. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the Rule. To regain compliance, the Company’s MVLS must meet or exceed USD 50,000,000 for a minimum of ten consecutive business days prior to March 31, 2025. If at any time during this compliance period the Company’s MVLS closes at USD 50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed. In the event the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. Alternatively, the Company may consider applying for a transfer to the Nasdaq Capital Market. The Company intends to regain compliance with the applicable Nasdaq Listing Rules and will evaluate its available options to regain compliance with the MVLS Requirement within the 180-calendar-day compliance period. 공시 • Jun 29
Alpha Star Acquisition Corporation, Annual General Meeting, Jul 12, 2024 Alpha Star Acquisition Corporation, Annual General Meeting, Jul 12, 2024. Location: han kun llp, located at 2/f, rockefeller center, 620 fifth avenue, ny 10020, new york United States 공시 • Jun 08
Alpha Star Acquisition Receives Delinquency Notification Letter from Nasdaq Due to Non-Compliance with Nasdaq Listing Rule 5250(c)(1) as a Result of the Failure to Timely File its Annual Report on Form 10-K On May 31, 2024, Alpha Star Acquisition Company (the ‘Company’) received a delinquency notification letter (the ‘Notice’) from the Listing Qualifications Staff (the ‘Staff’) of the Nasdaq Stock Market LLC (‘Nasdaq’) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the ‘Listing Rule’) as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the period ended December 31, 2023 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024. The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the ‘SEC’). This Notice has no immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. The Notice provides that the Company has 60 calendar days, or until July 30, 2024, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days, or until October 14, 2024, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company is working diligently to complete its Form 10-K and Form 10-Q and expects to file its Form 10-K and Form 10-Q within the 60-day period described above, which would eliminate the need for the Company to submit a formal plan to regain compliance. As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on June 6, 2024, announcing that it had received the Notice. 공시 • May 18
Alpha Star Acquisition Corporation announced delayed 10-Q filing On 05/16/2024, Alpha Star Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Mar 30
Alpha Star Acquisition Corporation announced delayed annual 10-K filing On 03/28/2024, Alpha Star Acquisition Corporation announced that they will be unable to file their next 10-K by the deadline required by the SEC. 공시 • Mar 08
Alpha Star Acquisition Regain Compliance for Minimum Public Holders Rule As previously disclosed on October 13, 2023, Alpha Star Acquisition Corporation (Company) received a written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (Nasdaq) dated October 12, 2023, indicating that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 public holders for continued listing on the Nasdaq Global Market (the Minimum Public Holders Rule). The Company was provided an initial period of 180 calendar days to regain compliance with the Minimum Public Holders Rule. On March 4, 2024, the Company received a letter from Nasdaq stating that the Company has regained compliance under the Minimum Public Holders Rule by having at least 400 public holders. As such, this matter is now closed. Board Change • Dec 31
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. CFO & Director Guojian Chen is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 공시 • Oct 15
Alpha Star Acquisition Receives Non-Compliance Notice from Nasdaq On October 12, 2023, Alpha Star Acquisition Corporation (“Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to have at least 400 public holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. The Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. 공시 • Nov 26
Alpha Star Acquisition Corporation, Annual General Meeting, Dec 20, 2022 Alpha Star Acquisition Corporation, Annual General Meeting, Dec 20, 2022, at 10:00 Eastern Daylight. Location: offices of the Company’s counsel Becker & Poliakoff LLP, at 45 Broadway, 17th Floor New York United States Agenda: To discuss a proposal to elect five directors to serve as members of the Board of Directors; to ratify the appointment of UHY LLP as independent registered public accounting firm; and to discuss a proposal to direct the chairman. 공시 • Sep 14
Cyclebit Group entered into a non-binding letter of intent to acquire Alpha Star Acquisition Corporation (NasdaqGM:ALSA) through a reverse merger. Cyclebit Group entered into a non-binding letter of intent to acquire Alpha Star Acquisition Corporation (NasdaqGM:ALSA) through a reverse merger on September 13, 2022. Upon completion, Alpha Star Acquisition and Cyclebit would become a combined entity. The transaction is subject to board and shareholders approval of both companies, regulatory approvals and other customary conditions. Furthermore, transaction is subject to execution of a definitive agreement, which is expected in the fourth quarter of 2022.