Alpha Star Acquisition Corporation *

Alpha Star Acquisition Corporation *

Jun 29, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: XDATA Group

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Alpha Star Acquisition Corporation proposes to combine with XDATA Group.

XDATA is an innovative software development company based in Estonia, known for its expertise in financial technology solutions. The company provides a range of specialized products, including an Internet Banking Suite, Mobile Banking Apps for banks and EMIs, the AI-enhanced transaction monitoring solution ComplyControl, and a comprehensive CRM solution.


EXTENSION – 12/27/24 – LINK

  • The SPAC approved the extension from December 15, 2024 to June 15, 2025.
    • The number of shares redeemed were not disclosed.
    • $35K per month will be deposited into the trust account.

TRANSACTION

  • 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 equity value for the transaction is $180 million.

SPAC FUNDING

  • No additional funding has been mentioned for this transaction at this time.

LOCK-UP

  • Company and Sponsor
    • 50% six months from the Closing Date.
    • 50% at the earlier of 6 months from the Closing Date or if the share price equals or exceeds $12.50 for 20/30 trading days.

NOTABLE CONDITIONS TO CLOSING

  • No minimum cash condition was mentioned.

NOTABLE CONDITIONS TO TERMINATION

  • By either Alpha Star or XDATA if the Transactions have not occurred by December 15, 2024 (the “Termination Date”)

ADVISORS

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

EXTENSION – 7/15/24 – LINK

  • The SPAC approved the extension from July 15, 2024 to December 15, 2024.
    • The number of shares that were redeemed was not disclosed.
    • $35K per month will be deposited into the trust account.

LETTER OF INTENT – 6/24/24 – LINK

  • The SPAC announced today that it has entered into a letter of intent (LOI) with XDATA GROUP OÜ

EXTENSION – 1/12/24 – LINK

  • The SPAC approved the extension from January 15, 2024 to September 15, 2024.
    • 3,319,923 shares were redeemed.
    • $70K per month will be deposited into the trust account.

EXTENSION – 7/13/23 – LINK

  • The SPAC approved the extension from July 15, 2023 to March 15, 2024.
    • 2,436,497 shares were redeemed.
    • $0.03/share per month will be deposited into the trust account.

EXTENSION – 10/14/22 – LINK

  • Alpha Star Acquisition Corporation announced that the Company has deposited into the Company’s trust account an aggregate of $383,333, representing $0.033 per public share of the Company, in order to extend the period of time the Company has to consummate a business combination by one month to November 15, 2022.
  • The Sponsor plans to extend such period of time additional ten times to complete its initial business combination as necessary, each by an additional one months, up to September 15, 2023, by depositing an additional $383,333 into the Trust Account each month, representing an additional $0.033 per public share per month in connection with such additional monthly extension. 

EXTENSION – 9/14/22 – LINK

  • Alpha Star Acquisition Corporation announced that the Company has deposited into the Company’s trust account an aggregate of $383,333, representing $0.033 per public share of the Company, in order to extend the period of time the Company has to consummate a business combination by one month to October 15, 2022.

LETTER OF INTENT – 9/13/22 – LINK

  • The SPAC announced that it has entered into a non-binding letter of intent for a business combination with Cyclebit Group.
    • Under the terms of the LOI, the Company and Cyclebit would become a combined entity, with the Cyclebit’s existing equity holders rolling 100% of their equity into the combined public company.
    • The Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected in the fourth quarter of 2022.

MANAGEMENT & BOARD


Executive Officers

Zhe Zhang, 46
Chairman, Chief Executive Officer and Director

From August 2018 to February 2020, Mr. Zhang served as an independent director of TKK Symphony Acquisition Corporation. Since May 2013, Dr. Zhang has been a Founding Partner of SIFT Capital, an asset manager licensed by the Securities and Futures Commission (SFC) of Hong Kong and China Securities Regulatory Commission (CSRC). Since February 2019, Dr. Zhang has also been the CEO of Still Waters Green Technology Limited, an asset management company based in London, specializing in the development and management of renewable energy and power generation assets. Prior to that, from January 2000 to April 2013, he was an Executive Director at Goldman Sachs Beijing, where he was a member of the Supervisory Board of Goldman’s Beijing Office and led multiple overseas acquisitions by Chinese state-owned enterprises and listed companies. He is experienced with fund formation, equity investment and portfolio management. Before entering the private sector, Dr. Zhang had spent 14 years with MOFCOM including as a diplomat stationed in Europe. He is licensed as a Responsible Officer for Asset Management under the SFC of Hong Kong, as well as the licensed to practice as a professional respectively for securities, futures and fund management in China. Dr. Zhang holds a Ph.D. degree from China University of International Business and Economics, Master degrees from both Peking University (LL.M.) and Oxford University (Magister Juris), and a Bachelor degree from Shanghai Institute of Foreign Trade (B.A.). He currently sits on the board of China Oxford Scholarship Fund and is involved in the process for scholarship awardee selection every year.


Guojian Chen, 28
Chief Financial Officer and Director

Mr. Chen serves as an independent director of Venus Acquisition Corporation since February 2021. Mr. Chen serves as the Secretary of Board of Beijing ChinaReel Art Exchange Inc. a leading copyright operator focusing on high-quality video content, since May 2020, where he is in charge of investor relations and corporate finance matters for the company. Mr. Chen served as a director of Beijing Zhongqixinhe Enterprise Management Consulting Co., Ltd., a financial advisory firm with focuses on financial, real estate and TMT industry from May 2019 to May 2020. Mr. Chen served as an analyst of Zhongrong Huitong Investment Fund Management (Zhuhai) Co., Ltd. from July 2018 to May 2019. Mr. Chen received his Bachelor of Management degree from Renmin University of China in 2015, and Master of Finance from the University of Chinese Academy of Sciences in June 2018.


Board of Directors

Konstantin A. Sokolov, 45 [Resigned 10/4/22]
Director

Mr. Sokolov is the founder and Chairman of Gotthard Investment AG, which is a private equity firm based in Zurich, Switzerland, focusing on financial services, asset management and global real estate. Since 2011, Gotthard Investment AG advised and managed multiple investment funds, and partnered with leading Swiss and Lichtenstein banks to invest globally in energy and real estate assets. Prior to that, Mr. Sokolov served as Managing Director of Centrica plc (British Gas and Direct Energy). Between 1997 to 2005, Mr. Sokolov served in senior leadership positions at Qwest Communication, Inc., a pioneer in fiber optics. Mr. Sokolov holds Executive MBA degree from University of Chicago in 2005 and Master of Mathematics and Computer Science degree from St. Petersburg State University in 1997.


Patrick Swint, 54 [Resigned 10/4/22]
Director

Mr. Patrick Swint Major Patrick J. Swint has served as a Board Member at Roberts & Ryan, a Service Disabled Veteran Owned Broker Dealer (SDVO) based in New York City, since December 2020. He founded and served as CEO of Knightsbridge Ventures in August 2017, a Registered Investment Advisor to syndicate capital from US Accredited investors to co-invest in European private equity and real estate with European family offices. Mr. Swint is the founder and current CEO of Salsa Properties LLC, a property development and real estate portfolio management company with over 20-year history. Mr. Swint has previously worked for Drexel Hamilton and Academy Securities, the top New York City SDVO Broker Dealers, in investment banking, specifically capital raising and M&A. He performed an internship in International Treasury with FMC corporation in Philadelphia whilst studying for his FINRA series 7 and 79 examinations in the Wall Street War Fighters Program in Philadelphia in 2012. He is retired from a successful civilian career in orthopedic surgery for 12 years. Major Swint is retired from a military career spanning 21 years during which he served as a medic in the US Army Special Forces, as a Detachment Medic for a counter-drug Special Operations Detachment, and as an Orthopedic Surgery Consultant in the US Air Force. Major Swint was recognized for his career of military service by a Resolution of the Texas Senate in 2011 and was awarded an Admiral’s Commission in the Texas Navy in 2014 (Texas’ highest civilian award) by the then Governor of Texas Rick Perry. Mr. Swint received a BA from the University of Texas at Austin in Political Science/Latin American Studies in 1993, a BS of Physician Assistant Studies from the UT Health Sciences Center San Antonio in 1996, a Medical Degree (MS) from the University of Nebraska Medical Center (Summa Cum Laude) in 1999 and an MBA from the University of Chicago Booth School of Business in Private Equity Finance in 2016. He has passed the FINRA Series 7, 63, 65 and 79 examinations. He is a member of the Urban Land Institute (ULI) and a Member of the UK Chartered Institute For Securities and Investments (CISI). Mr. Swint was granted the City of London Freedom in 2016. Mr. Swint is currently a Freeman of the City of London International Bankers Livery Company, a Freeman of the City of London Guild of Investment Managers, a Freeman of the Society of Apothecaries Livery, and a Founding Freeman of the City of London Guild of Entrepreneurs. He is an active member in London of the Royal Automobile Club, the Royal Air Force Club, the City Livery Club and the Special Forces Club. Mr. Swint is a Life Member of the University of Texas Alumni Association and the US Army Special Forces Association. Mr. Swint recently founded the Excalibur Foundation to support the transition of severely disabled Special Operations Veterans in the United Kingdom into finance and entrepreneurial roles.


Xiaofeng Zhou, 39
Director

Ms. Zhou serves as the Managing Director and founder of Hainan Genyuan Investment Corp. since October 2020. From September 2019 to October 2020, Ms. Zhou served as Senior Strategic Consultant for Nanjing Travel Group. Prior to that, from September 2006 to September 2019, Ms. Zhou served director, Vice President and Secretary of the Board for Tempus International Commercial Services Corp., a company listed in Hong Kong and Shenzhen Stock market. Ms. Zhou received her LL.B. degree from Shenzhen University in 2004.


Huei-Ching (Tina) Huang, 53
Director

Ms. Huang founded and has served as director of AGC Capital Securities Pty Ltd since April 2014. AGC Capital is a financial advisory service company based in Sydney and licensed in Australia. Ms. Huang leads AGC Capital’s operation in Australia and Asia Pacific, primarily focusing on initial public offerings, funds management, corporate finance, mergers and acquisitions and direct investments. From February 2021 to Present, Ms. Huang also serve as a director of Wall St. Trust Limited based in Hong Kong, which is a licensed entity of Securities & Futures Commission of Hong Kong (SFC).  Prior to AGC Capital, from February 2012 to May 2013, Ms. Huang worked for KPMG as a director of Information Risk Management. Ms. Huang received her a LLB degree from School of Law of Soochow University in June 1992.