OTC: ALSAF

Transaction
costs amounted to $5,669,696, consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $494,696 of
other offering costs. A total of $115,000,000, comprised of $112,700,000 of the proceeds from the initial public offering (which amount
includes up to $2,875,000 of the underwriter’s deferred discount) and $2,300,000 of the proceeds of the sale of the Private Placement
Units, was placed in a U.S.-based trust account, established by VStock Transfer LLC, our transfer agent and maintained at Wilmington
Trust, National Association, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be
released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest
of (i) the completion of the Company’s initial business combination; (ii) the redemption of any of the Company’s public shares
properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of
association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not
complete its initial business combination by December 15, 2026, or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity; and (iii) the redemption of the Company’s public shares if it is unable to complete
its initial business combination by December 15, 2026.

During
the Annual General Meeting of its shareholders on July 13, 2023, the Company obtained approval to amend its amended and restated memorandum
and articles of association, extending the date by which the Company must consummate a business combination to March 15, 2024. Failure
to consummate a business combination by this date triggers an automatic winding-up, liquidation, and dissolution, akin to a voluntary
liquidation procedure. In connection with the stockholders’ extension vote, 2,436,497 public shares were redeemed, amounting to
a total payment of $26,094,883, distributed between July and August 2023. These decisions signify the company’s strategic response
to its business combination timeline and provide stockholders with the option of redemption within the stipulated framework.

1

On
January 10, 2024, the Company held an Extraordinary General Meeting of its shareholders, in which the shareholders approved to amend
the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company must consummate
a business combination to September 15, 2024 (33 months from the consummation of the initial public offering); (ii) allow the Company
to undertake an initial business combination with an entity or business (“Target Business”), with a physical presence, operation,
or other significant ties to China (a “China-based Target”) or which may subject the post-business combination business or
entity to the laws, regulations and policies of China (including Hong Kong and Macao), or an entity or business that conducts operations
in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements (“VIE Agreements”)
with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target (the “WFOE”), on the
other side (the “Target Limitation Amendment Proposal”); and (iii) eliminate the limitation that the Company shall not redeem
its public shares to the extent that such redemption would result in the ordinary shares, or the securities of any entity that succeeds
the Company as a public company, becoming “penny stock” (as defined in accordance with Rule 3a51-1 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), or cause the Company to not meet any greater net tangible asset or cash requirement
which may be contained in the agreement relating to a Business Combination (the “Redemption Limitation Amendment Proposal”).
In connection with the stockholders’ extension vote on the Annual General Meeting of its shareholders held on January 10, 2024,
a total of 3,319,923 public shares were rendered for redemption.

On
July 12, 2024, the Company held an Annual General Meeting of shareholders, to (i) amend our amended and restated memorandum and articles
of association to extend the date by which we have to consummate a business combination to December 15, 2024; and (ii) amend the Investment
Management Trust Agreement, dated December 9, 2021, by and between the Company and Wilmington Trust, N.A., as trustee (the “trustee”),
as amended, to provide the Company with the discretion to extend the date on which to commence liquidating the trust account (the “Trust
Account”) established in connection with the Company’s initial public offering up to five (5) additional times, each by a
period of one month, from July 15, 2024 to December 15, 2024 by depositing into the Trust Account $35,000 for each one-month extension.
Both the above-mentioned proposals were approved by the shareholders at the Annual General Meeting. In connection with the stockholders’
extension vote on the Annual General Meeting of its shareholders held on July 12, 2024, a total of 4,840,581 public shares were rendered
for redemption.

On
December 27, 2024, the Company held an Extraordinary General Meeting of shareholders, to (i) amend our amended and restated memorandum
and articles of association to extend the date by which we have to consummate a business combination to June 15, 2025; and (ii) amend
the Investment Management Trust Agreement, dated December 9, 2021, by and between the Company and Wilmington Trust, N.A., as trustee
(the “trustee”), as amended, to provide the Company with the discretion to extend the date on which to commence liquidating
the trust account (the “Trust Account”) established in connection with the Company’s initial public offering up to
six (6) additional times, each by a period of one month, from December 15, 2024 to June 15, 2025 by depositing into the Trust Account
$35,000 for each one-month extension. Both the above-mentioned proposals were approved by the shareholders at the Extraordinary General
Meeting. In connection with the stockholders’ extension vote on the Extraordinary General Meeting of its shareholders held on December
27, 2024, a total of 880,335 public shares were rendered for redemption.

On
June 12, 2025, the Company held an Extraordinary General Meeting of shareholders, at which the shareholders approved certain amendments
to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate
a business combination to December 15, 2025, and amended the Investment Management Trust Agreement to provide the Company with the discretion
to extend the liquidation date of the Trust Account up to six (6) additional times, each by a period of one month, from June 15, 2025
to December 15, 2025, by depositing into the Trust Account $35,000 for each one-month extension. In connection with the stockholders’ extension vote on the Extraordinary General Meeting of its shareholders
held on June 12, 2025,
there were no public shares tendered for redemption in connection with this extension vote.

On
October 13, 2025, in consideration of the redemption levels by the Company public shareholders and the balance of the Trust Account following
the shareholder redemptions in connection with the business combination of the Company and OU XDATA GROUP, among other factors, the Company,
Ladenburg Thalmann & Co., Inc. (“Ladenburg”) and XDATA entered into an amendment to the Initial Underwriting Agreement,
pursuant to which Ladenburg agreed to reduce the deferred underwriting commission from $2,875,000 to $950,000, to be paid in cash by
the Company or, if the Company fails to do so, by OU XDATA GROUP, at the closing of the Business Combination.

2

On
December 11, 2025, the Company held an Extraordinary General Meeting of shareholders, at which the shareholders approved certain amendments
to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate
a business combination to December 15, 2026, and amended the Investment Management Trust Agreement to provide the Company with the discretion
to extend the liquidation date of the Trust Account up to six (6) additional times, each by a period of one month, from June 15, 2025
to December 15, 2025, by depositing into the Trust Account $35,000 for each one-month extension. In connection with the stockholders’ extension vote on the Extraordinary General Meeting of its shareholders
held on December 11, 2025, a total of 702 public shares were
rendered for redemption.

As
of December 31, 2025, the Company had working capital deficit of $2,015,785.

Alpha
Star’s units are currently quoted on the OTCID Basis Market, under the symbol “ALSUF”. Each unit consists of one ordinary
share, one right to receive one-seventh (1/7) of an ordinary share upon the consummation of an initial business combination, and one
redeemable warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary share of the Company at a price of
$11.50 per whole share. Alpha Star’s ordinary shares, rights and warrants are currently quoted on the OTCID Basic Market under
the symbols “ALSAF,” “ALSTF,” and “ALSWF,” respectively.

Since
our initial public offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates
and engaging in non-binding discussions with potential target entities. As of the date of this Annual Report, we are still in the process
of consummating our business combination with XDATA (as defined below) and the details of the proposed Business Combination are set forth
below. We presently have no revenue and have had losses from operations since inception and since completion of our initial public offering.

Proposed
Business Combination with OU XDATA GROUP

Business
Combination Agreement

On
September 12, 2024, we entered into a business combination agreement (as may be amended, supplemented or otherwise modified from time
to time, the “Business Combination Agreement”) with OU XDATA GROUP (“XDATA”), a company incorporated in Estonia,
and Roman Eloshvili, the sole shareholder of XDATA. The Business Combination Agreement provides for (i) the Company will incorporate
a Cayman Islands exempted company (“PubCo”) in accordance with the Companies Act (Revised) of the Cayman Islands; (ii) the
merger of the Company with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger;
and (iii) the share exchange between PubCo and the shareholder of XDATA (the “Share Exchange”, together with Reincorporation
Merger, the “Business Combination”), resulting in XDATA being a wholly owned subsidiary of PubCo. As a result of the Business
Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement
(such transactions, collectively, the “Transactions”), the shareholders of Alpha Star and XDATA will become shareholders
of PubCo. PubCo, or Xdata Group, was incorporated on September 4, 2024. On September 23, 2024, PubCo entered into a joinder agreement
with Alpha Star, XDATA, and Roman Eloshvili, pursuant to which PubCo agreed to be bound by the terms of the Business Combination Agreement.
The Business Combination Agreement was subsequently amended by certain supplemental agreement, by and among Alpha Star, XDATA, Roman
Eloshvili and PubCo, dated as of December 15, 2024 (the “Supplemental Agreement”).

The
Business Combination was approved by the board of directors of both the Company and XDATA, among other things, at the effective time
of the Reincorporation Merger (the “First Effective Time”), (i) each ordinary share of the Company, par value $0.001 per
share (the “Alpha Star Ordinary Shares”), issued and outstanding, would automatically be converted into the right of the
holder thereof to receive one (1) ordinary share of PubCo (the “PubCo Ordinary Shares”); (ii) each issued and outstanding
warrant of Alpha Star sold to the public and to A-Star Management Corporation, a company with limited liability incorporated under the
Cayman Islands laws (the “Sponsor”), in a private placement in connection with the Company’s initial public offering
(the “Alpha Star Warrants”) will automatically and irrevocably be assumed by PubCo and converted into one (1) corresponding
warrant exercisable to purchase one-half (1/2) of one PubCo Ordinary Share (the “PubCo Warrants”), subject to the same terms
and conditions prior to the First Effective Time; and (iii) each seven (7) issued and outstanding Rights of the Company (the “Alpha
Star Rights”) would automatically and irrevocably be assumed by PubCo and converted into one (1) corresponding PubCo Ordinary Share.
No fractional PubCo Ordinary Shares will be issued in connection with such conversion and the number of PubCo Ordinary Shares to be issued
to such holder upon such conversion will be rounded down to the nearest whole number and no cash will be paid in lieu of such Alpha Star
Rights. Immediately prior to the First Effective Time, each issued and outstanding unit of the Company (the “Alpha Star Unit”),
each consisting of one Alpha Star Ordinary Share, one Alpha Star Right and one Alpha Star Warrant, will be automatically separated (the
“Unit Separation”) and the holder thereof will be deemed to hold one Alpha Star Ordinary Share, one Alpha Star Right and
one Alpha Star Warrant. Upon the consummation of the Business Combination, PubCo will become a publicly traded company.

3

The
total consideration provided to or for the benefit of XDATA shareholders, as applicable, in the Business Combination is based on a pre-Business
Combination valuation of XDATA of $180 million (the “Transaction Consideration”). The Transaction Consideration would be
paid by PubCo by issuance of 18,000,000 PubCo Ordinary Shares to XDATA shareholders at the closing of the Business Combination as provided
in the Business Combination Agreement. The Company’s board of directors (the “Board”) obtained a third-party fairness
opinion from its independent financial advisor, CHFT Advisory and Appraisal Limited, dated September 12, 2024, to the effect that the
Transaction Consideration being paid in connection with the Business Combination, as of that date and based on and subject to the assumptions
made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, is fair from a financial
point of view to Alpha Star.

The
Business Combination is subject to certain customary closing conditions. There is no assurance that the Proposed Business Combination
will be consummated by December 15, 2026 (or any such later date of termination approved in accordance with the amended and restated
memorandum and articles of association) described in more detail below.

Conditions
to Closing

The
consummation of the Business Combination is conditioned upon, among other things: (i) receipt of the required approval by the Alpha Star
shareholders; (ii) receipt of the required approval by the XDATA shareholder; (iii) the absence of any law or governmental order enjoining,
prohibiting or making illegal the consummation of the Transactions; (iv) the approval for listing of PubCo Ordinary Shares and/or PubCo
Warrants in connection with the Transactions upon the Closing (as defined in the Business Combination Agreement) on Nasdaq (as defined
below), subject only to official notice of issuance thereof; (v) effectiveness of the Registration Statement (as defined below) in accordance
with the Securities Act, and the absence of any stop order issued by the SEC which remains in effect with respect to the Registration
Statement; and (vi) necessary consents, approvals and authorizations, including but not limited to, regulatory approval by Nasdaq and
the SEC, necessary third-party approvals and the expiration of any waiting period under the Hart-Scott-Rodino Act, if applicable.

The
obligations of XDATA to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations
and warranties of Alpha Star (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) material
compliance by Alpha Star with its pre-closing covenants; and (iii) the absence of any effect, development, circumstance, fact, change
or event since the date of the Business Combination Agreement that, individually or in the aggregate, has had, or would reasonably be
expected to prevent or materially delay or materially impair the ability of Alpha Star to consummate the Transactions (as defined in
the Business Combination Agreement) or otherwise have a material adverse effect on the Transactions.

The
obligation of Alpha Star to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the
representations and warranties of XDATA (subject to certain materiality standards set forth in the Business Combination Agreement); (ii)
material compliance by XDATA with its pre-closing covenants; (iii) the absence of any effect, development, circumstance, fact, change
or event since the date of the Business Combination Agreement that has had, or would reasonably be expected to have, individually or
in the aggregate, a material adverse effect with respect to XDATA that is continuing and uncured, (iv) (x) compliance in all respects
material to XDATA and its subsidiaries taken as of whole, by XDATA and its subsidiaries with the law of the jurisdiction(s) in which
it will operate its Principal Business (as defined in the Business Combination Agreement) and (y) satisfaction of all the legal requirements
of the jurisdiction(s) in which it will operate its Principal Business, and (v) delivery to Alpha Star of a written memorandum of legal
counsel licensed in such jurisdiction(s) to the effect that (x) among all permits as applicable to the Principal Business (A) the conduct
of the Principal Business in such jurisdiction may be commenced prior to the issuance by the relevant government authorities of the permits
or (B) no material obstacle exists for XDATA and/or its subsidiaries to obtain the permits in the future, and (y) among all requirements
of law of such jurisdiction applicable to the Principal Business, (A) the conduct of the Principal Business may be commenced prior to
compliance with the requirements with the legal requirements of such jurisdiction or (B) no material obstacle exists for XDATA and/or
its subsidiaries to become in compliance with the legal requirements in the future; (vi) XDATA has obtained all the consents, approvals,
authorizations, and other requirements and has removed all Lien (as defined in the Business Combination Agreement) as set forth in the
XDATA Disclosure Letter (as defined in the Business Combination Agreement) to the satisfaction of Alpha Star; and (vii) Roman Eloshvili
shall have terminated certain charge over shares agreement and the call option agreement dated April 7, 2022.

4

At
the Extraordinary General Meeting held on May 2, 2025, the Company’s shareholders approved: (i) the Business Combination Agreement,
dated September 12, 2024, by and among the Company, XDATA and PubCo, and the transactions contemplated thereby; (ii) the reincorporation
merger pursuant to the Plan of Merger (as defined in the Business Combination Agreement); (iii) the issuance of PubCo securities in connection
with the Business Combination in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d); (iv) the adoption of the amended and
restated memorandum and articles of association of PubCo and the change of name of PubCo to “Xdata Group”; (v) the adoption
of the incentive plan of PubCo; and (vi) the appointment of five directors of PubCo.

Covenants

The
Business Combination Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation
of the Business Combination. The covenants under the Business Combination Agreement include, among other things, covenants providing
for the following: (i) XDATA’s agreement to (y) operate its business in the ordinary course prior to the closing of the Merger
(with certain exceptions) and not to take certain specified actions without the prior written consent of Alpha Star, and (z) subject
to certain customary legal and other exceptions, provide Alpha Star with access to the books, records and financial records of XDATA
and its subsidiaries, and information about the operations and other affairs of XDATA and its subsidiaries, (iii) XDATA acknowledging
and agreeing that it has no claim against the Trust Account established for the benefit of the shareholders of Alpha Star; and (ii) Alpha
Star’s agreement to operate its business in the ordinary course prior to the closing of the Merger (with certain exceptions) and
not to take certain specified actions without the prior written consent of XDATA.

The
Business Combination Agreement also contains additional covenants of the parties, including, among others, (i) a covenant providing for
(i) Alpha Star and XDATA to cooperate in the preparation of the Registration Statement on Form F-4 required to be prepared in connection
with the Transactions (the “Registration Statement”), including, in the case of XDATA providing such information and responding
in a timely manner to comments relating to the proxy statement, including preparation for inclusion in the proxy statement of pro forma
financial statements in compliance with the requirements of Regulation S-X and the SEC, (ii) requiring Alpha Star to establish a record
date for, duly call and give notice of, convene and hold an extraordinary general meeting of the Alpha Star shareholders as promptly
as practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act, (iii) requiring
the board of directors of Alpha Star to recommend to the shareholders of Alpha Star the adoption and approval of the Alpha Star transaction
proposals contemplated by the Business Combination Agreement, (iv) prohibiting Alpha Star and XDATA from, among other things, soliciting
or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions
regarding alternative transactions, (v) requiring XDATA to enter into non-competition and non-solicitation agreements to the satisfaction
of Alpha Star with (x) any holder or all holders (as applicable) of issued and outstanding shares of XDATA for a period of five (5) years
following the Closing Date, and (y) the senior management and key personnel for a period of three (3) years following the Closing Date;
(vi) requiring XDATA, except as would not be reasonably be expected to be material to the business of XDATA and its subsidiaries taken
as a whole, to take all actions necessary to comply with the requirements of the law of the jurisdiction in which it will operate, including,
but not limited to, (w) payment of applicable taxes and fees, (x) formation of any legal entity required in such jurisdiction, (y) application
for any permits, and (z) such other action necessary to the conduct of the business in such jurisdiction, (vii) XDATA undertakes to obtain,
prior to the Closing Date, all the consents, approvals, authorizations, and other requirements and to remove all Lien as set forth in
the XDATA Disclosure Letter, and (viii) Alpha Star, PubCo, and XDATA shall enter into a joinder agreement in the form and substance reasonably
agreed by the parties.

5

Representations
and Warranties

The
Business Combination Agreement contains representations and warranties of XDATA, relating, among other things, to proper organization
and qualification; capitalization; due authorization, performance and enforceability against XDATA of the Business Combination Agreement;
absence of conflicts; governmental consents and filings; compliance with laws and possession of requisite governmental permits and approvals;
financial statements; absence of undisclosed liabilities; litigation and proceedings; employees and independent contractors; labor matters;
real property; assets; tax matters; environmental matters; brokers’ fees; intellectual property and IT security; material contracts;
insurance; related party transactions; international trade and anti-corruption; books and records; supplied information; and no other
representations.

The
Business Combination Agreement contains representations and warranties of Alpha Star, relating, among other things, to proper organization
and qualification; capitalization; due authorization, performance and enforceability against Alpha Star of the Business Combination Agreement;
absence of conflicts; required consents and filings; trust account; compliance with laws and possession of requisite governmental permits
and approvals; reports filed with the SEC, financial statements, and compliance with the Sarbanes-Oxley Act; absence of certain changes;
litigation and proceedings; business activities; material contracts; The Nasdaq listing; tax matters; board approval; related party transactions;
status under the Investment Company Act of 1940, as amended; broker’s fees; independent investigation; and no other representations.

The
representations and warranties made in the Business Combination Agreement will not survive the consummation of the Transactions.

Termination

The
Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Transactions,
including: (i) by mutual written consent of Alpha Star and XDATA; (ii) by either Alpha Star or XDATA if any law or governmental order
(other than a temporary restraining order) is in effect that permanently restrains, enjoins, makes illegal or otherwise prohibits the
consummation of the Transactions; (iii) by either Alpha Star or XDATA upon a breach of any representations, warranties, covenants or
other agreements set forth in the Business Combination Agreement by the other party if such breach gives rise to a failure of certain
closing conditions to be satisfied and cannot or has not been cured within the earlier of 45 days’ following the receipt of notice
from the non-breaching party; (iv) by either Alpha Star or XDATA if the Alpha Star shareholder approval is not obtained at its shareholder
meeting; or (v) by Alpha Star if the XDATA shareholder approval is not obtained or is revoked or sought to revoke by such shareholders.

The
Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of
the date of such agreement or other specific dates set forth thereunder. The assertions embodied in those representations, warranties
and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating such agreement. It is not intended to provide any other factual information about
the Alpha Star or XDATA, or any other party to the Business Combination Agreement or any related agreement. In particular, the representations,
warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, are subject to limitations
agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and are subject to standards
of materiality applicable to the contracting parties that may differ from those applicable to investors and security holders. Investors
and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of
any party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the
Alpha Star’s public disclosures.

6

Certain
Related Agreements

Sponsor
Voting and Support Agreement

On
September 23, 2024, PubCo, XDATA, Alpha Star and Sponsor entered into the Sponsor Voting and Support Agreement, pursuant to which Sponsor
agreed to, among other things, (i) attend any Alpha Star shareholder meeting to establish a quorum for the purpose of approving the Alpha
Star transaction proposals; (ii) vote all Alpha Star Ordinary Shares in favor of the Alpha Star transaction proposals, including the
approval of the Business Combination Agreement and the transactions contemplated thereby; and (iii) vote all Alpha Star Ordinary Shares
against (A) other than in connection with the Transactions (as defined in the Business Combination Agreement), any business combination
agreement or merger (other than the Business Combination Agreement and the Transactions), scheme of arrangement, business combination,
consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or
by Alpha Star or any public offering of any shares of Alpha Star or, in case of a public offering only, a newly-formed holding company
of Alpha Star, (B) any SPAC Alternative Transaction Proposal (as defined in the Business Combination Agreement, and (C) any amendment
of the organizational documents of Alpha Star or other proposal or transaction involving Alpha Star, which, in each of cases (A) and
(C), would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes
of, result in a breach by Alpha Star of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction
Agreement (as defined in the Business Combination Agreement), the Transactions or any other Transaction or change in any manner the voting
rights of any class of Alpha Star’s share capital.

The
foregoing description of the Sponsor Voting and Support Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Sponsor Voting and Support Agreement, a copy of which is filed with Alpha Star’s Current Report
on Form 8-K as Exhibit 10.1, filed with the SEC on September 13, 2024, and the terms of which are incorporated by reference herein.

Sponsor
Lock-Up Agreement

At
Closing, PubCo and the Sponsor shall enter into the Sponsor Lock-Up Agreement, pursuant to which Sponsor, among other things, agreed
not to transfer any PubCo Ordinary Shares held by it immediately after the Closing during the applicable lock-up period, subject to customary
exceptions as follows: (i) transfers to the PubCo’s officers or directors, any affiliates (as set forth in Rule 405 under the Securities
Act of 1933, as amended) or family members of any of the PubCo’s officers or directors, any members of the Sponsor, or any affiliates
of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust,
the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the
case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in
connection with the consummation of a business combination at prices no greater than the price at which the securities were originally
purchased; (vi) transfers in the event of the PubCo’s liquidation prior to the completion of an initial business combination; (vii)
transfers by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of
the Sponsor; (viii) in the event of the PubCo’s liquidation, merger, share exchange, reorganization or other similar transaction
which results in all of the PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities
or other property subsequent to the completion of the PubCo’s initial business combination; and (ix) transfers in connection with
the PubCo’s initial business combination with the PubCo’s consent to any third party; provided, however, that in the case
of clauses (i) through (v), (viii) and (ix), these permitted transferees must enter into a written agreement, in substantially the form
of the Sponsor Lock-Up Agreement, agreeing to be bound by the lock-up restrictions and shall have the same rights and benefits under
the Sponsor Lock-Up Agreement.

The
lock-up period applicable to the Sponsor Locked-Up Shares will be (i) with respect to 100% of the PubCo Ordinary Shares held, issuable
or acquirable in respect of any Locked-Up Private Placement Shares (as defined in the Sponsor Lock-Up Agreement), thirty (30) days from
and after the Closing Date, (ii) with respect to 50% of the PubCo Ordinary Shares held, issuable or acquirable in respect of any Locked-Up
Founder Shares (as defined in the Sponsor Lock-Up Agreement), until the earlier of (A) six (6) months from and after the Closing Date
or (B) the date on which the closing Company Per Share Trading Price equals or exceeds $12.50 per share (as adjusted for share splits,
share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 Trading Days within
any thirty (30)-Trading Day period commencing after the Closing Date, and (iii) with respect to the remaining 50% of the PubCo Ordinary
Shares held, issuable or acquirable in respect of any Locked-Up Founder Shares until six (6) months from and after the Closing Date,
or earlier in either case of (ii) and (iii) above, if subsequent to PubCo’s initial Business Combination it completes a liquidation,
merger, share exchange, reorganization or other similar transaction that results in all of PubCo’s shareholders having the right
to exchange their Ordinary Shares for cash, securities or other property. Capitalized terms in this summary of the Sponsor Lock-Up Agreement
not otherwise defined herein shall have the meanings ascribed to them in the Sponsor Lock-Up Agreement.

7

The
foregoing description of the Sponsor Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Sponsor Lock-Up Agreement, a copy of which is filed with Alpha Star’s Current Report on Form 8-K as Exhibit
10.2, filed with the SEC on September 13, 2024, and the terms of which are incorporated by reference herein.

XDATA
Shareholder Lock-Up and Support Agreement

On
September 23, 2024, PubCo, Alpha Star and the sole shareholder of XDATA entered into the XDATA Shareholder Lock-Up and Support Agreement,
pursuant to which the sole shareholder of XDATA agreed to, among other things, (i) attend any XDATA shareholder meeting to establish
a quorum; and (ii) vote Subject Shares (as defined in the XDATA Shareholder Lock-Up and Support Agreement) held or acquired by such XDATA
shareholder against (A) other than in connection with the Transactions, business combination agreement or merger (other than the Business
Combination Agreement and the Transactions), scheme of arrangement, business combination, consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by XDATA, any of its material subsidiaries, or,
in case of a public offering only, a newly-formed holding company of XDATA or such material subsidiaries, (B) any Alternative Transaction
Proposal (as defined in the Business Combination Agreement), (C) other than any amendment to the organizational documents of XDATA in
furtherance of Section 2.01 of the Business Combination Agreement, any amendment of the organizational documents of XDATA or other proposal
or transaction involving XDATA or any of its subsidiaries and (D) any proposal or effort to revoke (in whole or in part) any approval
given by a shareholder of XDATA, which, in each of cases (A) and (C), would be reasonably likely to, in any material respect, impede,
interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by XDATA of, prevent or nullify any provision
of the Business Combination Agreement or any other Transaction Agreement, the Transactions or any other Transaction or change in any
manner the voting rights of any class of XDATA’s share capital.

Pursuant
to the XDATA Shareholder Lock-Up and Support Agreement, the sole shareholder of XDATA also shall agree not to transfer any PubCo Ordinary
Shares held by such XDATA shareholder immediately after the Closing. The lock-up period applicable to the XDATA Shareholder Locked-Up
Shares will be (i) with respect to 50% of the XDATA Shareholder Locked-Up Shares, until the earlier of (A) six (6) months from and after
the Closing Date or (B) the date on which the closing Company Per Share Trading Price equals or exceeds $12.50 per share (as adjusted
for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any twenty
(20) Trading Days within any thirty (30)-Trading Day period commencing after the Closing Date, and (ii) with respect to the remaining
50% of the XDATA Shareholder Locked-Up Shares, until six (6) months from and after the Closing Date, or earlier in either case, if subsequent
to PubCo’s initial Business Combination it completes a liquidation, merger, share exchange, reorganization or other similar transaction
that results in all of PubCo’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
Capitalized terms in this summary of the XDATA Shareholder Lock-Up and Support Agreement not otherwise defined herein shall have the
meanings ascribed to them in the XDATA Shareholder Lock-Up and Support Agreement.

The
foregoing description of the XDATA Shareholder Lock-Up and Support Agreement does not purport to be complete and is qualified in its
entirety by the terms and conditions of the XDATA Shareholder Lock-Up and Support Agreement, a copy of which is filed with Alpha Star’s
Current Report on Form 8-K as Exhibit 10.3, filed with the SEC on September 13, 2024, and the terms of which are incorporated by reference
herein.

8

Amended
and Restated Registration Rights Agreement

The
Business Combination Agreement contemplates that, at the Closing, PubCo, the Sponsor and certain shareholders of PubCo, as applicable,
will enter into the A&R Registration Rights Agreement, to be effective as of the Closing, pursuant to which PubCo agrees to undertake
certain resale shelf registration obligations in accordance with the Securities Act and the Sponsor and certain shareholders of PubCo
will be granted customary demand and piggyback registration rights.

The
foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the A&R Registration Rights Agreement, a copy of which is filed with Alpha Star’s Current Report
on Form 8-K as Exhibit 10.4, filed with the SEC on September 13, 2024, and the terms of which are incorporated by reference herein.

Acquisition
Strategy and Management Business Combination Experience

Our
acquisition strategy is to identify, acquire, and after our initial business combination, build a company in an industry that complements
the experience and expertise of our management team and will benefit from our operational and investment expertise. Our acquisition selection
process for the proposed Business Combination with XDATA leveraged, and if we do not complete the proposed Business Combination and instead
seek to complete another initial business combination will leverage, our team’s network of industry and lending community relationships
as well as relationships with management teams of public and private companies, founders and entrepreneurs, investment bankers, attorneys
and accountants that we believe provided us, and if necessary, would in the future provide us, with a number of business combination
opportunities.

In
addition to our management team’s robust network, target business candidates may continue to be brought to our attention from various
unaffiliated contacts, including investment market participants, private equity groups, investment banking firms, consultants, accounting
firms and large business enterprises. If we do not complete the proposed Business Combination and instead seek to complete another initial
business combination, members of our management team will again communicate with their networks of relationships to articulate the parameters
for our search for a target company and a potential business combination and again commence the process of pursuing and reviewing promising
leads.

Investment
Criteria

Our
management team intends to focus on creating shareholders’ value by leveraging its experience in the management, operation and
financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through
acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective
target businesses, including our evaluation on our proposed Business Combination with XDATA. While we intend to use these criteria and
guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do
so.

●
Middle-Market
Growth Business. We primarily seek to acquire one or more growth businesses with a total enterprise value of between $300,000,000
and $600,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that
can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend
to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash
flow.

9

●
Companies
in Business Segments that are Strategically Significant to the Asian Markets. We seek to acquire those businesses that are
currently strategically significant in the Asian markets. Such sectors include clean energy, internet and high technology, financial
technology, health care, consumer and retail, energy and resources, manufacturing and education.

●
Business
with Revenue and Earnings Growth Potential. We seek to acquire one or more businesses that have the potential for significant
revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense
reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

●
Companies
with Potential for Strong Free Cash Flow Generation. We seek to acquire one or more businesses that have the potential to
generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue
streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash
flow in order to enhance shareholder value.

●
Benefit
from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded
and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly
traded company.

These
criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular business combination may
be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Sponsor
and management team may deem relevant. In the event that we failed to consummate our proposed Business Combination with XDADA and we
decide to enter into an business combination with a target business that does not meet the above criteria and guidelines, we will disclose
that the target business does not meet the above criteria in our shareholder communications related to our business combination, which,
as discussed in this report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file
with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other
things, meetings with incumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspections
of facilities, as well as reviewing financial and other information which will be made available to us. We will also utilize our management
team’s deal-making track record, professional relationships and capital markets expertise.

Sourcing
of Potential Business Combination Targets

As
discussed elsewhere in this Annual Report, we intend to complete the proposed Business Combination with XDATA. However, if we do not
complete the proposed Business Combination and instead seek another initial business combination, target business candidates may be brought
to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking
firms, consultants, accounting firms and large business enterprises. These sources may also introduce us to target businesses in which
they think we may be interested on an unsolicited basis, since some of these sources would have read our filings with the SEC and understand
what types of businesses that we are targeting.

If
we do not complete the proposed Business Combination and instead seek another initial business combination, our officers and directors,
as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business
contacts as a result of formal or informal inquiries or discussions that they may have, as well as attending trade shows or conventions.
In addition, if we do not complete the proposed Business Combination and instead seek another initial business combination, we expect
to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the
business relationships of our officers and directors.

10

Our
management team has developed a broad network of contacts and corporate relationships. We believe that the network of contacts and relationships
of our management team and our sponsor will provide us with an important source of business combination opportunities. In addition, we
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking
firms, private equity firms, consultants, accounting firms and business enterprises.

We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors,
or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.
If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any
entity to which he/she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us.

Unless
we complete our initial business combination with an affiliated entity, or our Board cannot independently determine the fair market value
of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm
that the price we are paying for a target is fair to our Company from a financial point of view. If no opinion is obtained, our shareholders
will be relying on the business judgment of our Board, which will have significant discretion in choosing the standard used to establish
the fair market value of the target or targets, and different methods of valuation may vary significantly in outcome. Such standards
used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our Initial Business
Combination.

Members
of our management team may directly or indirectly own our ordinary shares and/or private placement units following our initial public
offering, and accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business
with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest
with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included
by a target business as a condition to any agreement with respect to our initial business combination.

Each
of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or
contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his/her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he/she has then current fiduciary or contractual obligations,
he or she will need to honor his/her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide
that, subject to his/her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to
any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our Company and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would
materially undermine our ability to complete our business combination.

Our
officers and directors are not prohibited from becoming an officer or director of another special purpose acquisition company with a
class of securities registered under the Exchange Act.

Competition

In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive
experiences in identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess
greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our
available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available
to us for our initial business combination and our outstanding rights and warrants, and the future dilution they potentially represent,
may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating or effecting an initial business combination, including the proposed Business Combination with XDATA.

11

We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer the target business an alternative to the traditional initial public offering through a merger or other business combination. In
this situation, the owners of the target business would exchange their shares of stock in the target business for our shares or for a
combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are
various costs and obligations associated with being a public company, we believe target businesses will find this way a more certain
and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering,
there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent
in connection with a business combination with us.

Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could
delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and
an additional means of providing management incentives that are consistent with shareholders’ interests. It can offer further benefits
by augmenting a company’s profile among potential new customers and vendors and assist in attracting talented employees.

While
we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some other potential
target businesses may have a negative view towards us since we are a blank check company, without an operating history, and there is
uncertainty relating to our ability to obtain shareholders’ approval of our proposed Business Combination with XDATA and retain
sufficient funds in our trust account in connection therewith.

Initial
Business Combination Timeframe and Nasdaq Rules

Initially,
we had until 9 months from December 15, 2021 (the closing of our IPO) to consummate our initial business combination, and if we anticipate
that we may not be able to consummate our initial business combination within 9 months, we may, by resolution of our Board if requested
by our Sponsor, extend the period of time to consummate a business combination up to twelve times, each by an additional month (for a
total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account
as set out below. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us
and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our initial public offering, in order for the time
available for us to consummate our initial business combination to be extended, our Sponsor or its affiliates or designees, upon five
days advance notice prior to the applicable deadline, must deposit into the trust account $383,332, ($0.033 per public share), up to
an aggregate of $4,600,000, or $0.40 per public share, on or prior to the date of the applicable deadline, for each monthly extension.
In the event that we receive notice from our Sponsor five days prior to the applicable deadline of its wish for us to effect an extension,
we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our Sponsor
and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business
combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held
in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. In such event, the rights and warrants will be worthless.

12

Commencing
from September 15, 2022, we have to make the monthly extension by depositing the monthly extension fee of $383,332 into the trust account
and we plan to make further monthly extension for a total of up to 21 months as needed to complete the initial business combination.
The monthly extension fees were decrease due to the following Meeting and related redemption of shares:

In
our Annual General Meeting of shareholders held on July 13, 2023, our shareholders approved to amend our amended and restated memorandum
and articles of association to extend the date by which we must consummate an initial business combination from September 15, 2023 to
March 15, 2024.

Subsequently
on January 20, 2024, we held an Extraordinary General Meeting of shareholders, at which our shareholders approved to amend our amended
and restated memorandum and articles of association to (i) extend date by which we must consummate a business combination to September
15, 2024; (ii) allow us to undertake an initial business combination with an entity or business with a China-based Target or which may
subject the post-business combination business or entity to the laws, regulations and policies of China (including Hong Kong and Macao),
or an entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to VIE Agreements with
the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target, on the other side; and (iii) eliminate
the limitation that we shall not redeem its public shares to the extent that such redemption would result in the ordinary shares, or
the securities of any entity that succeeds the Company as a public company, becoming “penny stock” (as defined in accordance
with Rule 3a51-1 of the Securities Exchange Act of 1934, as amended), or cause the Company to not meet any greater net tangible asset
or cash requirement which may be contained in the agreement relating to a Business Combination.

In
addition, on July 12, 2024, we held an Annual General Meeting of shareholders, to (i) amend our amended and restated memorandum and articles
of association to extend the date by which we have to consummate a business combination to December 15, 2024; and (ii) amend the Investment
Management Trust Agreement, dated December 9, 2021, by and between the Company and the trustee, as amended, to provide the Company with
the discretion to extend the date on which to commence liquidating the Trust Account established in connection with the Company’s
initial public offering up to five (5) additional times, each by a period of one month, from July 15, 2024 to December 15, 2024 by depositing
into the Trust Account $35,000 for each one-month extension. Both the above-mentioned proposals were approved by the shareholders at
the Annual General Meeting.

Further,
on December 27, 2024, we held an Extraordinary General Meeting of shareholders, to (i) amend our amended and restated memorandum and
articles of association to extend the date by which we have to consummate a business combination to June 15, 2025; and (ii) amend the
Investment Management Trust Agreement, dated December 9, 2021, by and between the Company and the trustee, as amended, to provide the
Company with the discretion to extend the date on which to commence liquidating the Trust Account established in connection with the
Company’s initial public offering up to six (6) additional times, each by a period of one month, from December 15, 2024 to June
15, 2025 by depositing into the Trust Account $35,000 for each one-month extension. Both the above-mentioned proposals were approved
by the shareholders at the Extraordinary General Meeting.

Currently,
we have until December 15, 2026 to consummate an initial business combination, with a monthly extension fee of $35,000.

The
NASDAQ rules require that our initial business combination must be with one or more target businesses that together have an aggregate
fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable
on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an
independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are
seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination. Additionally, pursuant to NASDAQ rules, any initial business combination must be approved by a
majority of our independent directors.

13

We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities
are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

The
time required to select and evaluate a target business and to structure and complete the proposed Business Combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which the proposed Business Combination is not ultimately completed will result
in our incurring losses and will reduce the funds we can use to complete another business combination.

Summary
Information Related to Our Securities, Redemption Rights and Liquidation

We
are a Cayman Islands exempted company (company number: 373150) and our affairs are governed by our amended and restated memorandum and
articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum
and articles of association, we are authorized to issue 50,000,000 ordinary shares, $0.001 par value each. The information provided below
is a summary only and we refer you to our prospectus dated as of December 14, 2021 filed with the SEC, our amended and restated memorandum
and articles of association and our warrant agreement with Vstock Transfer LLC Company as warrant agent for additional important and
material information.

In
our initial public offering, we sold units at an offering price of $10.00. Each unit consists of one ordinary share, one right to receive
one-seventh (1/7) of an ordinary share upon the consummation of an initial business combination and one redeemable warrant. Each warrant
entitles the holder thereof to purchase one-half of one ordinary share. We will not issue fractional shares in connection with the exercise
of the warrants. As a result, a warrant holder must exercise warrants in multiples of two warrants, at a price of $11.50 per full share,
subject to adjustment. Each warrant will become exercisable on the later of the completion of an initial business combination and 9 months
from December 15, 2021 and will expire five years after the completion of an initial business combination, or earlier upon redemption.
Effective January 18, 2022, the component parts of the units began trading separately.

As
of December 31, 2025, there were 3,227,664 ordinary shares issued and outstanding. Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required
by law. Unless specified in the Companies Law, our amended and restated memorandum and articles of association or applicable stock exchange
rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our
shareholders.

14

As
of December 31, 2025, there are warrants outstanding to acquire an aggregate of 5,750,000 ordinary shares. We will not be obligated
to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a
prospectus relating thereto is current, subject to the satisfaction of our obligations described below with respect to registration.
No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the ordinary share underlying such unit.

Once
the warrants become exercisable, we may call the warrants for redemption (including the private placement warrants but including any
outstanding warrants issued upon exercise of the unit purchase option issued to the underwriters or their designees):

●
in
whole and not in part;

●
at
a price of $0.01 per warrant;

●
upon
not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;
and

●
if,
and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share (as adjusted for share splits,
share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.

We
will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of
our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination; or (ii)
by means of a tender offer. The decision as to whether we will seek shareholders’ approval of a proposed business combination or
conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of
the transaction, whether the terms of the transaction would require us to seek shareholders’ approval under the law or stock exchange
listing requirement or whether we were deemed to be a foreign private issuer (which would require that we conduct a tender offer under
SEC rules rather than seeking shareholders’ approval). Under NASDAQ rules, asset acquisitions and stock purchases would not typically
require shareholders’ approval while direct mergers with our Company where we do not survive and any transactions where we issue
more than 20% of our issued and outstanding ordinary shares (unless we are deemed to be a foreign private issuer at such time) or seek
to amend our amended and restated memorandum and articles of association would require shareholders’ approval. We intend to conduct
redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholders’ approval are required
by law or stock exchange listing requirement or we choose to seek shareholders’ approval for business or other legal reasons. So
long as we obtain and maintain a listing for our securities on the NASDAQ, we will be required to comply with the NASDAQ rules.

We
will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net
of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The
amount in the trust account is initially anticipated to be approximately $10.00 per public share (subject to increase of up to an additional
$0.40 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination). The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares
they may hold in connection with the completion of our initial business combination.

15

Redemptions
of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to
our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the
target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the
retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate
cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to
us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned
to the holders thereof.

For
the proposed Business Combination, we have provided our public shareholders with the opportunity to redeem all or a portion of their
ordinary shares in connection with a shareholder meeting called to approve the proposed Business Combination. Our shareholders approved
the business combination at such meeting held on May 2, 2025. The proposed Business Combination has not yet been consummated.

Currently,
we have until December 15, 2026 to consummate an initial business combination. If we are unable to complete our initial business combination
by December 15, 2026, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest
shall be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to the applicable laws; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable laws. There will be no redemption rights or liquidating distributions with respect
to our rights and warrants, which will expire worthless if we fail to complete our initial business combination by December 15, 2026.

Corporate
Information

We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”,
including but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.

In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the
completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds
$700 million as of the prior June 30th; and (2) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning
associated with it in the JOBS Act.

Additionally,
we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the prior June 30th; or (2) our annual revenues exceed $100 million during
such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June
30th.

We
are a Cayman Islands exempted company incorporated on March 11, 2021. Our executive offices are located at 100 Church Street, 8th Floor,
New York, NY 10007, and our telephone number is (332) 233 4356.

16

The
fact that our Sponsor is, controlled by, and has substantial ties with a non-U.S. person could impact our ability to complete our initial
business combination.

Although
we intend to complete the proposed Business Combination with XDATA, nonetheless, if we failed to consummate the proposed Business Combination
and instead seek another initial business combination, we may not be able to complete an initial business combination if it is with a
U.S. target company given that such initial business combination may be subject to U.S. foreign investment regulations and review by
a U.S. government agency such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our
Sponsor, A-Star Management Corp., is controlled by our Chairman and Chief Executive Officer Mr. Zhe Zhang, who is a PRC citizen. Our
Sponsor currently owns approximately 99.3% of our outstanding shares . Certain federally licensed businesses in the United States,
such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to
determine the effect of such transactions on the national security of the United States. Because we may be considered a “foreign
person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated
industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope
of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain
non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments
to mandatory filings. If our initial business combination with any potential target company falls within the scope of foreign ownership
restrictions, we may be unable to consummate a business combination with such business. In addition, if our business combination falls
within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS,
or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the
initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national
security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the
combined company if we had proceeded without first obtaining CFIUS clearance.

Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the
initial business combination, our failure to obtain any required approvals within the requisite time period may subject us to liquidate.
If we liquidate, our public shareholders may only receive the cash held in the trust account, and our warrants and rights will expire
worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future
gains on your investment through any price appreciation in the combined company.