Guojian Chen
About Guojian Chen
Guojian Chen, age 31, is the Chief Financial Officer and a director of Alpha Star Acquisition Corporation (ALSAF) since March 2021. He previously held roles focused on investor relations and corporate finance, and serves as an independent director of Venus Acquisition Corporation; he holds a Bachelor of Management (Renmin University, 2015) and a Master of Finance (University of Chinese Academy of Sciences, 2018) . Chen brings active SPAC execution experience as the CFO and a director of DT Cloud Acquisition Corporation, which completed a $69,000,000 IPO in February 2024 and is pursuing its initial business combination . TSR, revenue growth, and EBITDA growth metrics for ALSAF are not disclosed pre-business combination; executive compensation details for PubCo will be disclosed post-closing via Exchange Act filings such as Form 8‑K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zhongrong Huitong Investment Fund Management (Zhuhai) Co., Ltd. | Analyst | Jul 2018 – May 2019 | Investment fund analysis experience |
| Beijing Zhongqixinhe Enterprise Management Consulting Co., Ltd. | Director | May 2019 – May 2020 | Financial advisory across financial, real estate, and TMT sectors |
| Beijing ChinaReel Art Exchange Inc. | Secretary of Board | May 2020 – present | Leads investor relations and corporate finance for a leading video copyright operator |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Venus Acquisition Corporation | Independent Director | Feb 2021 – present | SPAC governance experience and deal evaluation |
| DT Cloud Acquisition Corporation | CFO & Director | 2024 – present* | SPAC execution; completed $69.0M IPO in Feb 2024; pursuing business combination |
| A‑Star Management Corporation (ALSAF Sponsor) | Director | As of 2025 | Sponsor governance; signatory to Amended & Restated Registration Rights Agreement |
*Role active as of 2024; exact start date not specified .
Fixed Compensation
For ALSAF pre‑business combination, the company discloses no cash compensation paid to executive officers.
| Metric | FY 2024 | YTD 2025 |
|---|---|---|
| Base salary ($) | $0 | $0 |
| Target bonus (%) | Not applicable | Not applicable |
| Actual bonus paid ($) | $0 | $0 |
Directors receive reimbursement for out‑of‑pocket expenses; there is no limit on reimbursable amounts .
Performance Compensation
- No incentive plan was in place at ALSAF pre‑business combination; XDATA (target) paid ~$410.3k aggregate cash to its directors and executive officers in FY 2024; PubCo will adopt a Share Incentive Plan at closing to grant awards to directors and executive officers .
- Post‑closing, compensation for executives who remain may include employment/consulting/management fees determined by PubCo’s board and will be disclosed via Form 8‑K at the time of determination .
Incentive Plan features (to be adopted by PubCo at closing):
| Feature | Details |
|---|---|
| Award types | Options, restricted shares, restricted share units, and other awards approved by the board/committee |
| Administration | Board or its committee determines eligibility, award type/size, and terms |
| Vesting | Determined per award agreement; board‑specified schedules |
| Exercise price | Set by the board; may be fixed or tied to fair market value |
| Transfer | Generally non‑transferable with limited exceptions and board approval processes |
| Termination/amendment | 10‑year plan term; board may amend subject to laws; no adverse changes to outstanding awards without participant consent |
Equity Ownership & Alignment
| Metric | As of Jan 31, 2025 |
|---|---|
| Direct shares owned | 0; Chen does not beneficially own ALSAF ordinary shares |
| Ownership % of outstanding | <1% |
| Indirect/pecuniary interest | Has pecuniary interest through ownership in the Sponsor (A‑Star Management Corporation) |
| Sponsor holdings | 2,875,000 founder shares; 330,000 private placement units (paid $25,000 and $3,300,000 respectively) |
| Transfer restrictions | Sponsor agreed not to transfer Private Units (except to permitted transferees) until 30 days after completion of the initial business combination |
| Registration rights | Amended & Restated Registration Rights Agreement executed; Chen signed as Director of A‑Star Management Corporation |
Employment Terms
| Term | Details |
|---|---|
| Employment agreements | PubCo will enter employment agreements with all executive officers; include confidentiality/non‑disclosure and non‑competition/non‑solicitation restrictions during employment and for certain periods post‑termination |
| Indemnification agreements | PubCo will enter indemnification agreements with each director |
| D&O insurance & indemnification continuity | Business Combination provides continued indemnification of current directors/officers and continuation of D&O insurance |
| Administrative Services Agreement | ALSAF pays Sponsor $10,000 per month for office space, utilities, and administrative services from Dec 13, 2021 until closing/liquidation; $321,129 accrued as of Dec 31, 2024 |
| Sponsor loans | Promissory notes to Sponsor for extensions/transaction costs; $140,000 balance outstanding as of Dec 31, 2024; repayable upon consummation of initial business combination |
Investment Implications
- Pay‑for‑performance visibility is limited pre‑closing: ALSAF paid no executive cash compensation prior to the business combination, shifting the key compensation catalysts to PubCo’s post‑closing employment agreements and Share Incentive Plan design (metrics, vesting, and mix) that will be disclosed via Form 8‑K .
- Alignment and potential selling pressure: Chen has no direct ALSAF share ownership but has a pecuniary interest via the Sponsor; Sponsor’s Private Units are subject to a 30‑day lock‑up post‑closing, which moderates near‑term supply but enables liquidity shortly thereafter—monitor lock‑up expirations and any registration events under the Amended & Restated Registration Rights Agreement .
- Retention and execution risk: Multiple fiduciary obligations and external roles (Venus Acquisition, DT Cloud Acquisition, ChinaReel) create time‑allocation and conflict‑management demands; however, SPAC CFO and deal‑making experience (DT Cloud IPO $69M) supports execution capability in complex transactions .
- Governance risk post‑closing: PubCo will be a “controlled company” due to majority voting power held by Roman Eloshvili; although PubCo does not currently intend to rely on Nasdaq corporate governance exemptions, it may do so in future, potentially weakening independent oversight of compensation decisions .
- Trading signals to watch: Post‑closing Form 8‑Ks for executive employment terms and incentive plan grants; subsequent Form 4s for insider transactions; committee compositions and charters (compensation/audit) are established, but executive compensation disclosures will follow after closing as per proxy guidance .