Executive Summary
This batch of 12 proxy filings reveals a market dominated by SPACs and small-cap companies facing existential liquidity and governance challenges. A key theme is the aggressive use of shareholder votes to authorize dilutive financing (reverse splits, below-market placements, and share issuance for acquisitions) to stave off liquidation or fund operations.
Insider activity is notably absent across most filings, suggesting a lack of management conviction, while several companies are undergoing significant board restructuring following private placements. The most critical developments are the high-risk votes at Quartzsea Acquisition Corp (liquidation risk), Nuvve Holding Corp (dilution risk), and Alpha Star Acquisition Corp (negative tangible book value), all of which present binary outcomes for investors. Period-over-period comparisons were largely unavailable in these governance-focused filings, but the forward-looking data on capital structure changes provides a clear catalyst calendar for the next 30 days.
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Filing types in this digest: DEF 14A
Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from May 28, 2026.
Investment Signals (10)
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Trust value ($10.69/share) trades at a 2.3% premium to market price ($10.45), offering a near-arbitrage opportunity for shareholders who redeem before the June 12 deadline, as the alternative is a forced liquidation on June 19 if the extension fails. [BULLISH for arbitrageurs]
- Nuvve Holding Corp ↓ (BEARISH)▲
The Board's decision to forgo a fairness opinion on the Omnia Venture Agreements due to a mere $50,000 cost signals extreme financial distress and a potential disregard for shareholder value, making the proposed dilutive issuance a high-risk proposition.
- Alpha Star Acquisition Corp ↓ (BEARISH)▲
The SPAC's business combination with XDATA results in negative tangible book value per share across all redemption scenarios, indicating that public shareholders are being asked to approve a deal that destroys existing equity value on a book basis.
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The proposal for a reverse stock split, combined with a dual-class share structure where Class B shares hold 20 votes each, suggests management is preparing to address a low stock price while retaining control, a common precursor to further dilutive financing. [NEUTRAL/BEARISH]
- Data I/O Corp ↓ (BEARISH)▲
The proposal to issue >20% of outstanding shares at below-market prices to a private placement investor, alongside a plan to increase the equity incentive plan, signals severe capital needs and potential for significant dilution for existing shareholders.
- Triller Group Inc. ↓ (NEUTRAL)▲
The combination of a reverse stock split (up to 1-for-10), a name change to 'Eight Holdings Inc.', and a new 39.7M share equity plan suggests a complete corporate rebranding and restructuring, likely to facilitate future acquisitions or uplisting, but creates high uncertainty.
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The reduction of the board from 7 to 5 directors and the departure of two Class II directors following a private placement by Falcon Creek Capital indicates a shift in control and strategy, with the new designees likely to push for aggressive operational changes. [BULLISH for turnaround if new strategy is effective]
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The formation of a Special Committee to review the sale of the CRE loan portfolio to Athene Holding Ltd. is a clear catalyst for a potential major asset sale or restructuring, which could unlock value but also signals underlying portfolio stress. [NEUTRAL/BULLISH for value realization]
- Traws Pharma, Inc. ↓ (BEARISH)▲
The proposal to increase the 2021 Incentive Compensation Plan by 2 million shares (13% dilution) and approve the issuance of shares upon exercise of Series B and C warrants from an April 2026 financing indicates a heavy reliance on equity-based compensation and future dilution to fund operations.
- Immunic, Inc. ↓ (BEARISH)▲
The resignation of CEO Dr. Daniel Vitt effective June 1, 2026, while remaining on the board for scientific strategy, creates a leadership vacuum and raises questions about the company's strategic direction and ability to execute on its pipeline.
Risk Flags (9)
- Quartzsea Acquisition Corp / Liquidation Risk↓ [HIGH RISK]▼
If the extension proposal fails to get 65% approval, the SPAC will liquidate on June 19, 2026, forcing public shareholders to accept the trust value (~$10.69) which is currently at a premium to market price.
- Nuvve Holding Corp / Dilution & Governance Risk↓ [HIGH RISK]▼
The issuance of Series B Preferred convertible at $1.25/share could massively dilute existing common shareholders. The lack of a fairness opinion and the 20-year term of the Managerial Services Agreement create significant governance and financial risks.
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The proposed business combination results in negative tangible book value per share, meaning the combined entity will have more liabilities than tangible assets, a classic sign of a value-destructive deal for public shareholders.
- Cingulate Inc. / Board Instability Risk↓ [MEDIUM RISK]▼
The non-continuation of three directors (Ervin, Roberts, and Hargroves' class switch) in a single year, following a private placement, signals a high degree of board instability and potential for strategic whiplash.
- Triller Group Inc. / Reverse Split Risk↓ [MEDIUM RISK]▼
The proposed 1-for-10 reverse stock split, while common for low-priced stocks, often leads to a subsequent decline in market capitalization and can be a precursor to further dilutive financing.
- Data I/O Corp / Change of Control Risk↓ [MEDIUM RISK]▼
Proposal 4 to issue >20% of shares at below-market prices could trigger a change of control, potentially entrenching a new investor at the expense of existing shareholders.
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The 20:1 voting ratio for Class B shares gives insiders disproportionate control, making it difficult for public shareholders to influence corporate actions, including the proposed reverse split. [LOW/MEDIUM RISK]
- Beasley Broadcast Group Inc. / Sector Headwinds↓ [MEDIUM RISK]▼
The company operates in a declining linear broadcast radio sector. The proxy filing lacks any positive forward-looking statements or growth catalysts, suggesting management is focused on cost control rather than growth.
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The proxy statement does not disclose specific financial performance metrics or period-over-period comparisons, making it impossible for shareholders to assess the link between executive pay and company performance.
Opportunities (8)
- Quartzsea Acquisition Corp / Arbitrage Opportunity↓ (OPPORTUNITY)◆
With the trust value at $10.69 and the stock trading at $10.45, there is a ~2.3% arbitrage spread for shareholders who redeem before the June 12 deadline, with a forced liquidation as a backstop if the extension fails.
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The Special Committee's review of the CRE loan portfolio sale to Athene Holding Ltd. could lead to a significant cash distribution or a strategic refocusing, potentially unlocking value for shareholders if the sale price exceeds book value.
- Alpha Star Acquisition Corp / Redemption Play↓ (OPPORTUNITY)◆
Given the negative tangible book value post-merger, public shareholders have a strong incentive to redeem their shares before the June 22 deadline, as the trust value likely represents a premium to the post-merger stock price.
- Cingulate Inc. / Turnaround Potential↓ (OPPORTUNITY)◆
The board restructuring and new investor (Falcon Creek Capital) involvement could signal a more focused strategy and improved capital allocation, creating a potential turnaround opportunity for risk-tolerant investors.
- Data I/O Corp / Activist Potential↓ (OPPORTUNITY)◆
With David L. Kanen holding 8.94% of shares, there is potential for activist pressure on the board regarding the dilutive Proposal 4, which could lead to a better outcome for shareholders or a premium buyout.
- Traws Pharma, Inc. / Warrant Exercise Catalyst↓ (OPPORTUNITY)◆
The approval of the warrant issuance could lead to a near-term capital injection if the warrants are exercised, providing a cash runway for the company's operations.
- Immunic, Inc. / Strategic Pivot↓ (OPPORTUNITY)◆
The CEO's resignation and move to the board for 'scientific strategy' could signal a shift towards a more business development-focused approach, potentially leading to partnerships or asset sales.
- PLAYSTUDIOS, Inc. / Post-Split Momentum↓ (OPPORTUNITY)◆
If the reverse stock split is approved and executed, it could lead to a temporary price appreciation as the stock becomes more attractive to institutional investors who have minimum price requirements.
Sector Themes (6)
- SPACs at a Crossroads◆
Two SPACs (Quartzsea, Alpha Star) are facing critical votes that will determine their survival. Both are offering redemption rights, and the market is pricing in a high probability of failure or value destruction, as seen in the trust value vs. market price discrepancies. The trend highlights the ongoing de-SPAC crisis.
- Dilution as a Survival Tactic◆
A clear pattern across small-cap companies (Nuvve, Data I/O, Traws Pharma, Triller) is the use of shareholder meetings to authorize massive equity dilution (reverse splits, below-market placements, new incentive plans) to raise capital. This is a bearish signal for existing shareholders.
- Board Restructuring Following Private Placements◆
Both Cingulate and Nuvve show boards being reshaped after private placements, with new investor designees taking seats. This suggests that private investors are demanding board control as a condition for their capital, a common theme in distressed financings.
- Governance as a Leading Indicator◆
The lack of a fairness opinion (Nuvve), the absence of performance metrics in pay (Olaplex), and the use of staggered boards (Immunic) are all governance red flags that can serve as leading indicators for poor shareholder outcomes. Investors should scrutinize these details.
- External Management Creates Opacity◆
Apollo Commercial Real Estate Finance's structure as an externally managed company with no employees creates a clear conflict of interest and makes it difficult for shareholders to assess true compensation costs and management alignment. This is a structural risk in the REIT sector.
- Lack of Forward-Looking Guidance◆
Across all 12 filings, there is a notable absence of specific financial guidance or performance targets. This is typical for proxy statements but underscores that these filings provide governance, not operational, insights. The key forward-looking data is about capital structure events, not business performance.
Watch List (8)
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Vote on extension on June 16, 2026. Redemption deadline is June 12. Watch for the outcome and the stock price relative to trust value. [June 12-16, 2026]
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Vote on business combination with XDATA on June 24, 2026. Redemption deadline is June 22. Watch for redemption levels and post-merger stock performance. [June 22-24, 2026]
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Vote on issuance of Series B Preferred. Watch for approval and subsequent dilution. The 20-year services agreement is a long-term risk to monitor. [Date TBD]
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Vote on reverse split, name change, and equity plan on June 10, 2026. Watch for the new corporate strategy under 'Eight Holdings Inc.' [June 10, 2026]
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Monitor for updates on the sale of the CRE loan portfolio to Athene Holding Ltd. Any announcement could be a major catalyst. [Ongoing]
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Vote on dilutive share issuance on July 8, 2026. Watch for activist response from David L. Kanen (8.94% holder). [July 8, 2026]
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Monitor the new board's strategy and any operational changes following the departure of three directors. The company's cash position is a key unknown. [Ongoing]
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Watch for the appointment of a new CEO and any strategic shifts following Dr. Vitt's resignation. The annual meeting on June 29 will be a key event. [June 29, 2026]
Filing Analyses
(12)
29-05-2026
Quartzsea Acquisition Corp is seeking shareholder approval at a Special Meeting on June 16, 2026 to extend its deadline to complete an initial business combination from June 19, 2026 to October 19, 2026 through up to four monthly extensions, each requiring a deposit of $0.033 per public share into the trust account. As of May 29, 2026, the trust held approximately $86.7 million ($86,699,486.47) with 8,111,568 public shares outstanding, implying a per-share redemption price of about $10.69, while the closing market price was $10.45 per share—a slight discount to trust value. The sponsor and insiders hold 4,310,000 shares (including 4,025,000 founder shares) and can vote in favor, but the proposals require 65% approval of all outstanding shares, and if not approved, the company will liquidate and redeem 100% of public shares.
- · The Special Meeting will be held virtually on June 16, 2026 at 4 p.m. Eastern Time; advance registration required via www.proxydocs.com/QSEA.
- · Redemption deadline for public shareholders is at least two business days prior to the meeting (June 12, 2026).
- · If the Extension and Trust Amendments are not approved, the company will liquidate and redeem 100% of public shares by the original Termination Date of June 19, 2026.
- · The Board retains discretion to abandon and not implement either proposal at any time without further shareholder action.
- · The sponsor has agreed not to seek reimbursement from the trust account for dissolution or liquidation expenses if no business combination is completed.
29-05-2026
PLAYSTUDIOS, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on July 10, 2026. The meeting includes three proposals: election of five directors, ratification of Deloitte as independent auditor for FY2026, and approval of a reverse stock split. As of the record date (May 18, 2026), the company had 112,264,257 Class A shares and 16,457,769 Class B shares outstanding, with Class B shares carrying 20 votes each.
- · Annual Meeting will be held virtually on July 10, 2026 at 8:00 a.m. Pacific Time.
- · Stockholders must register by 11:59 p.m. ET on July 7, 2026 to attend virtually.
- · Proxy materials were sent on or about May 29, 2026.
- · Record date for voting is May 18, 2026.
- · Class A common stock has one vote per share; Class B common stock has 20 votes per share.
- · Proposal 1: Election of five directors for a one-year term.
- · Proposal 2: Ratification of Deloitte as independent auditor for fiscal year ending December 31, 2026.
- · Proposal 3: Approval of a reverse stock split.
- · Board recommends voting 'For' all three proposals.
- · Votes must be received by 11:59 p.m. ET on July 9, 2026.
29-05-2026
Apollo Commercial Real Estate Finance, Inc. (ARI) filed a DEF 14A proxy statement for the 2026 Annual Meeting, recommending shareholders vote FOR the ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026 and FOR the advisory approval of named executive officer compensation (say-on-pay). The company is externally managed by ACREFI Management, LLC and has no employees; named executive officers do not receive cash compensation from ARI but are eligible for equity awards under the 2024 Equity Incentive Plan. The company's board held eight meetings during 2025 and all directors attended at least 75% of meetings. In 2025 a Special Committee was formed to review the sale of the commercial real estate loan portfolio to Athene Holding Ltd.
- · The company has no employees; it is managed externally by ACREFI Management, LLC under a management agreement dated April 24, 2026.
- · Named executive officers (including CFO Anastasia Mironova) do not receive cash compensation from ARI; CFO compensation is reimbursed to the Manager based on percentage of time spent on ARI affairs.
- · The Audit Committee recommended ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026; all audit and tax fees were pre-approved by the Committee.
- · In 2025 there were no Audit-Related Fees incurred; tax fees and other fees (related to SEC filings and due diligence) were disclosed.
- · A Special Committee of the board was formed in 2025 to review the sale of the commercial real estate loan portfolio to Athene Holding Ltd.
29-05-2026
Immunic, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 annual meeting of stockholders, scheduled for June 29, 2026. The filing details the election of three Class III directors (Thorvald Nagel, Dr. Richard Rudick, and Michael Bonney) and notes that CEO Dr. Daniel Vitt resigned effective June 1, 2026, but will remain on the board to oversee scientific strategy. The board consists of ten members, eight of whom are independent, and the company has adopted a staggered board structure with three-year terms.
- · The annual meeting is scheduled for June 29, 2026.
- · Stockholder proposals for the 2027 annual meeting must be submitted according to deadlines described in the proxy statement.
- · The company uses 'householding' to deliver a single copy of proxy materials to stockholders sharing an address.
- · A list of stockholders entitled to vote will be available at the meeting and from the corporate secretary for ten days prior.
- · Dr. Daniel Vitt resigned as CEO effective June 1, 2026, but remains on the board for scientific strategy.
- · Dr. Duane Nash served as Chairman from April 2019 to December 2025 and as Executive Chairman from April 2020 to December 2025.
- · Michael Bonney previously led Cubist Pharmaceuticals, which was acquired by Merck for $9.5 billion.
- · Thorvald Nagel joined the board in February 2026 and is an analyst at BVF.
- · Dr. Jon Congleton joined the board in 2026 as a continuing Class II director.
29-05-2026
Olaplex Holdings, Inc. filed its definitive proxy statement (DEF 14A) on May 29, 2026, for the 2026 Annual Meeting of Stockholders to be held virtually on July 9, 2026. The meeting will include the election of four Class II director nominees, a non-binding advisory vote on named executive officer compensation for fiscal year 2025, and ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2026. The filing details executive compensation data for CEO Amanda Baldwin and other named executive officers, but does not disclose specific financial performance metrics or period-over-period comparisons.
- · The 2026 Annual Meeting will be held virtually on July 9, 2026, at 11:00 a.m. Eastern Time.
- · Stockholders of record as of May 20, 2026 are entitled to vote.
- · The proxy statement includes a non-binding advisory vote on named executive officer compensation for fiscal year 2025.
- · The filing contains extensive executive compensation data for CEO Amanda Baldwin and other NEOs for years 2021-2025, but no summary financial figures are provided in the extracted content.
29-05-2026
Nuvve Holding Corp. filed a proxy statement (DEF 14A) to solicit stockholder approval for the issuance of over 20% of its outstanding common stock in connection with the Omnia Venture Agreements, including Series B Preferred Stock convertible at $1.25 per share. The proposal is required under Nasdaq Listing Rules 5635(a), (b), and (d). The Board unanimously recommends approval; however, the company did not obtain a fairness opinion due to cost concerns ($50,000) and its limited financial resources. Failure to obtain approval could jeopardize key agreements, including a $1.345 million annual services contract and asset assignments, potentially leading to litigation and curtailed business expansion.
- · Series B Preferred Stock has no dividend rights and no voting rights (except as required by law).
- · Conversion price of Series B Preferred Stock is $1.25 per share, subject to adjustments for stock dividends, splits, recapitalizations.
- · The Managerial Services Agreement has a 20-year term with customary termination provisions.
- · The Board did not request or receive a fairness opinion; the cost was estimated at $50,000 and would take 4-6 weeks to obtain.
- · If stockholder approval is not obtained, Omnia may choose not to continue its obligations, potentially leading to litigation and curtailment of business expansion.
- · Potential issuances could have an incidental anti-takeover effect by diluting stock ownership of parties seeking control.
- · Abstentions will effectively count as votes against the proposal; broker non-votes have no effect.
29-05-2026
Beasley Broadcast Group, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held on July 22, 2026. The meeting will include the election of seven directors, an advisory vote on named executive officer compensation, and ratification of Crowe LLP as independent auditor for fiscal year 2026. The record date is May 26, 2026, with 975,280 Class A shares and 833,137 Class B shares outstanding.
- · Annual Meeting will be held on Wednesday, July 22, 2026 at 12:00 p.m. Eastern Time at the corporate offices in Naples, Florida.
- · Record date for voting is May 26, 2026.
- · Class A Common Stock holders elect two directors as a separate class; all Common Stock holders vote together for the other five directors and other matters.
- · Class B Common Stock carries ten votes per share on all matters except the election of the two Class A directors.
- · Abstentions and broker non-votes will have no effect on the election of directors or the advisory vote on executive compensation.
- · Ratification of Crowe LLP is considered a routine proposal, so no broker non-votes are expected on that item.
- · Proxy materials first made available on or about May 29, 2026.
- · Michael J. Fiorile served as Chairman of The Dispatch Printing Company until December 2020 and retired as CEO in November 2019.
29-05-2026
Traws Pharma, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on July 8, 2026. The Board recommends voting FOR all five proposals, including the election of seven directors, an amendment to increase the 2021 Incentive Compensation Plan by 2,000,000 shares, ratification of KPMG LLP as auditor for fiscal 2026, approval of the issuance of shares upon exercise of Series B and C Warrants issued under an April 15, 2026 Securities Purchase Agreement, and adjournment if needed to solicit additional votes. The record date is May 18, 2026, with 15,150,669 shares of common stock outstanding and entitled to vote.
- · The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/TRAW2026 on July 8, 2026 at 9:00 a.m. Eastern Time.
- · Proxy materials are being made available electronically via the Internet under the 'Notice and Access' method.
- · Stockholders of record as of May 18, 2026 are entitled to vote.
- · Proposal No. 4 seeks approval under Nasdaq Listing Rule 5635(d) for issuance of shares upon exercise of Series B and C Warrants issued to Series Investors under a Securities Purchase Agreement dated April 15, 2026.
- · The Board recommends a vote 'FOR' all proposals.
- · The proxy statement is dated May 29, 2026 and first made available on or about that date.
29-05-2026
Cingulate Inc. filed its DEF 14A proxy statement for the 2026 Annual Meeting. Jeff Hargroves is the sole director nominee standing for election; Jeffrey S. Ervin and John A. Roberts (Class II directors) will not seek re-election, and the Board will reduce from seven to five directors. The Board composition is being restructured following the February 2026 private placement, with Falcon Creek Capital designees Jeff Hargroves and Frederick Jiang holding board seats. However, the company has seen significant board turnover with three directors not continuing (Ervin, Roberts, and Hargroves' class switch), and the cash position and financial performance are not detailed in this filing.
- · Board will be reduced from 7 to 5 directors at the Annual Meeting.
- · Jeff Hargroves was reclassified from Class I to Class II to balance class composition.
- · Shane J. Schaffer served as CEO from 2012 to Aug 2025 and again from Dec 2025 to present.
- · John A. Roberts served as Executive Chairman from Aug 2025 to Dec 2025, then Chairman from Dec 2025.
- · No cash position, revenue, or financial performance metrics are disclosed in this filing.
29-05-2026
Triller Group Inc. filed a definitive proxy statement (DEF 14A) for its 2025 Annual Meeting of Shareholders to be held on June 10, 2026. The Board recommends voting FOR all six proposals: election of four directors, ratification of Enrome LLP as auditor for FY2025, a reverse stock split of up to 1-for-10, a name change to 'Eight Holdings Inc.', approval of the 2026 Equity Incentive Plan (reserving 39,700,000 shares), and a Nasdaq 20% Proposal for private placements exceeding 20% of outstanding common stock. The filing does not include financial results or period-over-period comparisons, so no performance trends can be assessed.
- · The Annual Meeting will be held on June 10, 2026 at 1:00 p.m. local time at 20F Foyer, 625 King’s Road, North Point, Hong Kong.
- · Record date for voting is May 13, 2026.
- · Proxy materials first mailed to shareholders on or about May 29, 2026.
- · The reverse stock split ratio is no more than 1-for-10, with exact ratio determined by the Board within one year after the meeting.
- · The name change proposal is to change the company name from 'Triller Group Inc.' to 'Eight Holdings Inc.'
- · The 2026 Equity Incentive Plan reserves 39,700,000 shares of common stock for issuance.
- · The Nasdaq 20% Proposal seeks approval for issuance of shares in private placements exceeding 20% of outstanding common stock.
- · Proxies with no specific instructions will be voted FOR all proposals as recommended by the Board.
29-05-2026
Data I/O Corporation filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting to be held on July 8, 2026. The meeting will include the election of five directors, ratification of Grant Thornton LLP as independent auditors, approval of an amendment to the 2023 Omnibus Incentive Compensation Plan to increase shares available for issuance, approval of a potential issuance of more than 20% of outstanding common shares to a Private Placement investor at prices below the Nasdaq Minimum Price, and an advisory vote on executive compensation. As of the record date (May 19, 2026), there were 9,394,422 shares outstanding, with the largest known beneficial owner (David L. Kanen and related entities) holding 8.94% of shares.
- · Annual Meeting will be held in person at Data I/O's headquarters in Redmond, Washington on July 8, 2026 at 10:00 a.m. PDT.
- · Record date for voting is May 19, 2026.
- · Proposal 4 seeks approval for issuance of 20% or more of outstanding common stock at less than Nasdaq Minimum Price, which may also involve a change of control.
- · Broker non-votes will have no effect on Proposals 1, 3, 4, and 5; brokers retain discretion to vote uninstructed shares only on Proposal 2 (auditor ratification).
- · David L. Kanen and related entities (Philotimo Fund, LP, PHLOX, Kanen Wealth Management) hold 839,421 shares (8.94%) as of May 22, 2025.
29-05-2026
Alpha Star Acquisition Corp (ALSUF) filed a definitive proxy statement (DEF 14A) for an extraordinary general meeting on June 24, 2026, to vote on its proposed business combination with XDATA. The board unanimously recommends approval of all proposals, including the business combination, reincorporation merger, Nasdaq listing, governance changes, incentive plan, and director appointments. However, the SPAC faces significant dilution and negative tangible book value per share across all redemption scenarios, with public shareholders having redemption rights that could further reduce the trust account balance.
- · The extraordinary general meeting will be held on June 24, 2026, at 9:00 a.m. Eastern Time, both in person and virtually.
- · Record date for voting is May 27, 2026.
- · Public shareholders have redemption rights until June 22, 2026 (two business days before the meeting).
- · On May 2, 2025, 16,029 public shares were tendered for redemption but not yet redeemed as of filing date.
- · On December 11, 2025, 702 public shares were tendered for redemption; the $22,190 redemption amount was distributed on April 20, 2025, and those shares were canceled.
- · Alpha Star's net tangible book value per share as of December 31, 2025, was -$0.93, and after adjustments ranges from -$0.72 to -$0.81 depending on redemption scenario.
- · The board's evaluation included multiple meetings with XDATA management, review of financial statements, and due diligence on operations, intellectual property, and regulatory compliance.
- · Potential dilution sources not included in the table: 5,750,000 PubCo shares from Public Warrants, 165,000 from Private Warrants, and up to 22,901,634 from the equity incentive plan.
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