UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market, LLC | ||||
| The Stock Market, LLC | ||||
| The Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of the financial statements for Alpha Star Acquisition Corporation (the “Company”) as of and for the period ended December 31, 2023, the Company’s management, in consultation with its advisors, identified two classification errors made in certain of the Company’s previously issued financial statements, arising from the manner in which the Company classified its cash and cash equivalents held in the trust account and the deferred underwriting commission in connection with the Company’s initial public offering. The Company previously classified its cash and cash equivalents held in the trust account as current assets and the deferred underwriting commission as current liabilities, respectively. The Company’s management determined, after consultation with its advisors, that the funds held in the trust account are restricted as to withdrawal and except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income tax obligations, will not be released from the trust account until the earlier of (a) the completion of the Company’s initial business combination, and (b) until needed to fund shareholder redemptions, rather than current operations of the Company. Therefore, management concluded that the Company’s cash and cash equivalents held in the trust account should be classified as long-term assets for accounting purposes, rather than as current assets, and the corresponding deferred underwriter commission, which are contingent upon the completion of a business combination, should be classified as long-term liabilities, rather than current liabilities.
On March 27, 2024, the audit committee of the board of directors of the Company (the “Audit Committee”) determined, after discussion with its advisors, including UHY LLP, the Company’s independent accountant, that the Company’s (i) audited financial statements as of and for the year ended December 31, 2022, as previously reported in the Company’s Annual Report and filed on Form 10-K with the SEC on March 31, 2023 and audited financial statements as of and for the year ended December 31, 2021, as previously reported in the Company’s Annual Report and filed on Form 10-K with the SEC on March 30, 2022 (the “Prior 10-Ks”), (ii) unaudited financial statements as of and for the quarter and nine months ended September 30, 2023 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, (iii) unaudited financial statements as of and for the quarter and six months ended June 30, 2023 contained in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2023, (iv) unaudited financial statements as of and for the quarter ended March 31, 2023 contained in the Company’s Quarterly Report on Form 10-Q filed on May 15, 2023, (v) unaudited financial statements as of and for the quarter and nine months ended September 30, 2022 contained in the Company’s Quarterly Report on Form 10-Q filed on November 10, 2022, (vi) unaudited financial statements as of and for the quarter and six months ended June 30, 2022 contained in the Company’s Quarterly Report on Form 10-Q filed on August 12, 2022, (vii) unaudited financial statements as of and for the quarter ended March 31, 2022 contained in the Company’s Quarterly Report on Form 10-Q filed on May 13, 2022 (the aforementioned Quarterly Reports in subparts (ii) through (vii), collectively, the “Prior 10-Qs”), and (viii) audited balance sheet as of December 15, 2021 contained in the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021 (the “Prior 8-K”) should no longer be relied upon due to the classification errors described above.
As a result, the Company plans to amend the Prior 10-Ks to restate its audited financial statements as of and for the year ended December 31, 2022 and as of and for the year ended December 31, 2021, and its Prior 10-Qs for the applicable reporting periods, which the Company intends to file as soon as practicable.
The Company does not expect the changes described above to have any impact on its cash position or the balance held in its trust account.
The Company’s management has concluded that in light of the classification errors described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with UHY LLP, the Company’s independent registered public accounting firm.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Alpha Star Acquisition Corporation | |||
| Date: March 28, 2024 | By: | /s/ Zhe Zhang | |
| Name: | Zhe Zhang | ||
| Title: | Chief Executive Officer | ||
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