Current Report · Items 5.07, 8.01 · 8-K
Alpha Star Acquisition Corp
Submission of Matters to a Vote of Security Holders · Other Events
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Extraordinary General Meeting held on June 24, 2026, there were 3,206,449 ordinary shares of Alpha Star Acquisition Corporation (“Alpha Star”) present in person or represented by proxy, representing 99.36% of the outstanding ordinary shares of Alpha Star as of May 27, 2026, the record date for the Extraordinary General Meeting,…
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Extraordinary General
Meeting held on June 24, 2026, there were 3,206,449 ordinary shares of Alpha Star Acquisition Corporation (“Alpha Star”)
present in person or represented by proxy, representing 99.36% of the outstanding ordinary shares of Alpha Star as of May 27, 2026, the
record date for the Extraordinary General Meeting, and constituting a quorum for the transaction
of business. At the Extraordinary General Meeting, each of the proposals described below was approved by the Company’s shareholders
of record. The final results for the votes regarding each proposal are set forth in the following tables. Each of the proposals is described
in detail in the Company’s Proxy Statement.
Proposal
1 (Business Combination Proposal):
Approval
and authorization of the Business Combination Agreement, dated as of September 12, 2024, by and among Alpha Star, Xdata Group, a Cayman
Islands exempted company (“PubCo”), and OU XDATA GROUP, a company incorporated in Estonia (“XDATA”) (the “Business
Combination Agreement”), a copy of which is attached to the proxy statement as Annex A, as amended by the Supplemental Agreement,
a copy of which is attached to the proxy statement as Annex A-1, and the transactions contemplated therein, including the business combination
whereby Alpha Star will merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation
Merger as the holding and listed company, and immediately thereafter and as part of the same overall transaction, PubCo (as the surviving
company of the Reincorporation Merger) will acquire the shares, representing in the aggregate 100% (on an as-converted and fully diluted
basis) of the shares issued and outstanding, of XDATA, resulting in XDATA being a wholly owned subsidiary of PubCo, in exchange for a
certain number of shares of PubCo (the “Share Exchange,” together with the Reincorporation Merger, the “Business Combination”):
For Against Abstain Boker Non-Vote
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Business Combination Proposal 3,205,004 0 0 1,445
Proposal
2 (Reincorporation Merger Proposal):
Approval
and authorization of the Reincorporation Merger, the Plan of Merger, substantially in the form attached to the proxy statement as Annex
D and any and all transactions provided for in the Plan of Merger:
For Against Abstain Boker
Non-Vote
──────────────────────────────────────────────────────────────────────────────────────────────────────────────
Reincorporation 3,205,004 0 0 1,445
Merger Proposal
Proposal
3 (Nasdaq Listing Proposal):
Approval
of the issuance of securities in connection with the Business Combination in order to comply with Nasdaq Listing Rules 56535(a), (b)
and (d):
For Against Abstain Boker Non-Vote
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Nasdaq Listing Proposal 3,205,004 0 0 1,445
Proposal
4 (Governance Proposal):
Approval
and adoption of (i) the amended and restated memorandum and articles of association of PubCo in the form attached to the proxy statement
as Annex B; and (ii) the new name by PubCo as “Xdata Group”:
For Against Abstain Boker Non-Vote
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Governance Proposal 3,206,449 0 0 0
Proposal
5 (Incentive Plan Proposal):
Approval
of the adoption by PubCo, as the surviving entity of the Reincorporation Merger, of the Incentive Plan in the form attached to the proxy
statement as Annex C with effect from the closing of the Business Combination:
For Against Abstain Boker Non-Vote
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Incentive Plan Proposal 3,205,004 0 0 1,445
Proposal
6 (Director Appointment Proposal):
Approval
of the appointment of five (5) directors of PubCo, namely Roman Eloshvili, Panagiotis Georgiou, Patrick Swint, Cataldo Castagna and Ariel
Sergio Davidoff, assuming the Business Combination Proposal, the Reincorporation Merger Proposal and the Nasdaq Listing Proposal are
all approved, effective upon the Closing:
For Against Abstain Broker
Non-Vote
────────────────────────────────────────────────────────────────────────────────────
01) Roman Eloshvili 3,205,004 0 0 1,445
02) Panagiotis Georgiou 3,205,004 0 0 1,445
03) Patrick Swint 3,205,004 0 0 1,445
04) Cataldo Castagna 3,205,004 0 0 1,445
05) Ariel Sergio Davidoff 3,205,004 0 0 1,445
Proposal
7 (Adjournment Proposal):
Adjournment
of the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies, if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the foregoing proposals or for such
other reasons as may reasonably be determined by the chairman of the Extraordinary General Meeting:
For Against Abstain Boker Non-Vote
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Adjournment Proposal 3,206,449 0 0 0
Item
8.01. Other Events.
In
connection with the shareholders’ vote at the Extraordinary General Meeting, 46 ordinary shares were tendered for redemption. The Company plans
to close the Business Combination as described in the proxy statement as soon as possible.