Alpha Star Acquisition Corporation Signs Letter of Intent for a Business Combination
September 13 2022 - 4:30PM
Alpha Star Acquisition Corporation (the “Company”) today announced
that it has entered into a non-binding letter of intent (“LOI”) for
a business combination with Cyclebit Group (the “Cyclebit”).
Founded in 2012, Cyclebit is a global payments and SaaS provider.
Its core products include card acquiring, point-of-sale (POS)
services and marketplace solutions.
Under the terms of the LOI, the Company and
Cyclebit would become a combined entity, with the Cyclebit’s
existing equityholders 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.
No assurances can be made that the parties will
successfully negotiate and enter into a definitive agreement, or
that the proposed transaction will be consummated on the terms or
timeframe currently contemplated, or at all. Any transaction would
be subject to board and equityholder approval of both companies,
regulatory approvals and other customary conditions.
ABOUT ALPHA STAR ACQUISITION
CORPOPRATION
The Company is a blank check company incorporated
as a Cayman Islands exempted company and formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. While the Company may pursue an acquisition
opportunity in any industry or sector, the Company intends to focus
on businesses that have a connection to the Asian market.
IMPORTANT INFORMATION AND WHERE TO FIND
IT
If a legally binding definitive agreement with
respect to the proposed business combination is executed, the
Company intends to file a preliminary proxy statement (a “Deal
Proxy Statement”) with the U.S. Securities and Exchange
Commission’s (the “SEC”). A definitive Deal Proxy Statement will be
mailed to stockholders of the Company as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain a copy of the Deal Proxy Statement,
without charge, by directing a request to: Alpha Star Acquisition
Corporation, 80 Broad Street, 5th Floor, New York, NY 10004. The
preliminary and definitive Deal Proxy Statements, once available,
can also be obtained, without charge, at the SEC’s website,
www.sec.gov.
This communication may be deemed to be offering or
solicitation material in respect of the proposed transaction, which
will be submitted to the stockholders of the Company for their
consideration. The Company urges investors, stockholders and other
interested persons to carefully read, when available, the
preliminary and definitive Deal Proxy Statement as well as other
documents filed with the SEC (including any amendments or
supplements to the Deal Proxy Statement, as applicable), in each
case, before making any investment or voting decision with respect
to the proposed transaction, because these documents will contain
important information about the Company, the Cyclebit and the
proposed transaction.
PARTICIPANTS IN THE
SOLICITATION
The Company and its directors, executive officers
other members of management and employees may be considered
participants in the solicitation of proxies with respect to the
potential transaction described herein under the rules of the SEC.
Information about the directors and executive officers of the
Company is set forth in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, which was filed with
the SEC on March 30, 2022. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the stockholders in connection with the potential
transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be set forth in
the Deal Proxy Statement when it is filed with the SEC. These
documents can be, once available, obtained free of charge from the
sources indicated above.
NO OFFER OR SOLICITATION
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are based on the Company’s current
expectations and are subject to numerous conditions, risks and
uncertainties, which could cause actual results to differ
materially from those reflected in the statements, many of which
are beyond the control of the Company, including those set forth in
the Risk Factors section of the Company’s Annual Report on Form
10-K for the year ended December 31, 2021, filed with the SEC on
March 30, 2022, and the Company’s quarterly reports on Form 10-Q
filed with the SEC, each available on the SEC’s website,
www.sec.gov. Investors are cautioned that any forward-looking
statements are not guarantees of future performance and actual
results or developments may differ materially from the projections
in the forward-looking statements. The Company undertakes no
obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Contacts
Zhe Zhang Chief Executive Officer
zhe.zhang@swgt.co.uk
Alpha Star Acquisition (NASDAQ:ALSA)
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