Alpha Star Acquisition Corporation Enters into Definitive Business Combination Agreement with XDATA

New York, NY, Sept. 13, 2024 (GLOBE NEWSWIRE) -- Alpha Star Acquisition Corporation (NASDAQ: ALSA) (“Alpha Star” or “ALSA”), a special purpose acquisition company, today announced the execution of a business combination agreement on September 12, 2024 (the “Business Combination Agreement”), pursuant to which Alpha Star will undergo a business combination with OU XDATA GROUP (“XDATA”), an Estonia-based financial technology solutions company. The transaction has been approved by the boards of directors of Alpha Star and XDATA and is expected to be consummated in late 2024. The closing of the transaction is subject to regulatory approval, approval by the shareholders of Alpha Star and XDATA and the satisfaction of certain other customary closing conditions.

Transaction Details

The Business Combination Agreement provides for (i) SPAC will incorporate a Cayman Islands exempted company (“PubCo”) in accordance with the Companies Act (Revised) of the Cayman Islands, (ii) the merger of Alpha Star with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (iii) the share exchange between PubCo and the shareholders of XDATA (the “Share Exchange”, together with Reincorporation Merger, the “Proposed Transaction”), resulting in XDATA being a wholly owned subsidiary of PubCo. Following the closing of the Proposed Transaction, XDATA will operate through PubCo, and PubCo will be a publicly traded company listed on the Nasdaq Stock Market.

The board of directors of both XDATA and ALSA have unanimously approved the Proposed Transaction, which is expected to be completed later this year, subject to, among other things, the approval of the shareholders of XDATA and ALSA and other customary closing conditions, including but not limited to a registration statement on Form F-4 (the “Registration Statement”) to be filed by PubCo being declared effective by the SEC, and the listing application of XDATA being approved by the Nasdaq Stock Market LLC.

The description of the Proposed Transaction contained herein is only a summary and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which will be filed by ALSA with the Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K, which will be available at http://www.sec.gov.

Han Kun Law Offices LLP and Ogier (Cayman) LLP are acting as legal advisors to ALSA. Loeb & Loeb LLP is acting as U.S. securities legal advisor to XDATA.

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