Sec Form 3 Filing - A-Star Management Corp. @ Alpha Star Acquisition Corp - 2021-12-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
A-Star Management Corp.
2. Issuer Name and Ticker or Trading Symbol
Alpha Star Acquisition Corp [ ALSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
CRAIGMUIR CHAMBERS, P.O. BOX 71,, ROAD TOWN
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2021
(Street)
TORTOLA, D8VG 1110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, $0.001 Par Value( 1 ) 3,208,000( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants for Ordinary Shares $ 11.5 12/15/2022 12/15/2026 330,000( 2 ) 330,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
A-Star Management Corp.
CRAIGMUIR CHAMBERS, P.O. BOX 71,
ROAD TOWN
TORTOLA, D8VG 1110
X
Signatures
/s/ A-Star Management Corporation 12/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes the 330,000 private placement units purchased by A-Star Management Corporation, our sponsor, which were acquired simultaneously with the consummation of the IPO of Alpha Star Acquisition Corporation, which includes one ordinary share and one warrant, each exercisable to purchase one-half of one ordinary share. Reflects ordinary shares acquired prior to the IPO and ordinary shares contained in the private placement units.
( 2 )Reflects 330,000 warrants to acquire one half of one ordinary share (165,000 ordinary shares) which are not exercisable within the next 60 days as of December 15, 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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