Zhe Zhang
About Zhe Zhang
Zhe Zhang (age 49) is Chairman and Chief Executive Officer of Alpha Star Acquisition Corporation (ALSAF) and has served since April 2021 . He is a founding partner of SIFT Capital (Hong Kong/China licenses), CEO of Still Waters Green Technology (London), and previously an Executive Director at Goldman Sachs Beijing; earlier he spent 14 years with China’s MOFCOM including diplomatic service in Europe . He holds a Ph.D. (China University of International Business and Economics), an LL.M. (Peking University), a Magister Juris (Oxford), and a B.A. (Shanghai Institute of Foreign Trade) . He also leads the Sponsor that controls ~99.3% of ALSAF’s outstanding ordinary shares as of the June 2025 record date, and his economic incentives are primarily through Sponsor founder shares and private placement units rather than cash pay .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alpha Star Acquisition Corporation | Chairman & Chief Executive Officer | Since Apr 2021 | Leads SPAC strategy; executed Business Combination agreement with XDATA and secured shareholder approval . |
| SIFT Capital | Founding Partner | Since May 2013 | Fund formation, equity investment, portfolio management; licensed by SFC (HK) and CSRC (PRC) . |
| Still Waters Green Technology Ltd. (London) | Chief Executive Officer | Since Feb 2019 | Oversees development/management of renewable energy and power generation assets . |
| Goldman Sachs Beijing | Executive Director; Supervisory Board member of Beijing Office | 2000–2013 | Led multiple overseas acquisitions by Chinese SOEs and listed companies . |
| Ministry of Commerce (MOFCOM), PRC | Diplomatic/official posts | ~14 years (prior to 2000) | Government service including diplomatic assignment(s) in Europe . |
| TKK Symphony Acquisition Corporation | Independent Director | Aug 2018–Feb 2020 | SPAC board experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| China Oxford Scholarship Fund | Board member | Ongoing | Participates in scholarship awardee selection annually . |
| Golden Star Acquisition Corporation | Director | Ongoing | SPAC directorship noted in ALSAF filings . |
| Xdata Group (PubCo vehicle in Business Combination) | Director/Sole Director (transaction documents) | 2024–2025 | Signed transaction documents as Director/Sole Director in Business Combination agreements . |
Fixed Compensation
| Component | Terms | Evidence |
|---|---|---|
| Director cash remuneration (pre-Business Combination) | No cash remuneration is to be paid to any director prior to consummation of a Business Combination (company Articles) . | |
| Administrative Services Agreement (to Sponsor) | Company pays Sponsor $10,000 per month for office space, utilities, and administrative services; $321,129 accrued as of Dec 31, 2024 . |
Performance Compensation
| Instrument | Holder/Beneficial Interest | Key Terms | Vesting/Lock-up | Valuation Indicators |
|---|---|---|---|---|
| Founder Shares (2,875,000) | A-Star Management Corp. (Sponsor); Zhe Zhang is sole director with voting control . | Acquired pre-IPO for $25,000; become worthless if no business combination . | 50% founder shares locked until earlier of 6 months post-Closing or $12.50 share price for 20/30 trading days; remaining 50% locked for 6 months post-Closing . | Based on $15.47 ALSAF share price (Apr 2, 2025), sponsor founder shares valued at ~$44.48M in filing illustration . |
| Private Placement Units (330,000) | Sponsor; purchased for $3.3M at IPO . | Each unit = one share + one warrant to purchase half share at $11.50 per whole share; private warrants mirror public warrant terms . | Locked for 30 days after Closing (for private placement shares) . | Based on $12.99 ALSA units (Apr 2, 2025), valued at ~$4.29M in filing illustration . |
| Private Warrants (330,000 half-share warrants → 165,000 shares) | Sponsor | Exercise price $11.50 per whole share; redemption provisions tied to $18 share price for public warrants (framework described in proxy) . | Same lock-up context as private units . | Potential upside if post-merger shares >$11.50; dilution illustrated in fully diluted tables . |
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial ownership (as of May 27, 2025 record date) | A-Star Management Corp. and Zhe Zhang beneficially own 3,205,000 ordinary shares (2,875,000 founder + 330,000 private placement shares), representing ~99.3% of outstanding due to extensive redemptions . |
| Control of Sponsor | Zhe Zhang is sole director of the Sponsor with voting and dispositive power over Sponsor-held shares . |
| Public/share overhang | 11,500,000 public warrants outstanding (5,750,000 shares if exercised) plus 165,000 shares underlying private warrants; 10% of post-close shares reserved for PubCo equity plan (illustrative) . |
| Pledging/Hedging | No pledging disclosure noted. Insider 10b5-1 guideline prohibits hedging for plans and limits single-trade plans; trading windows and pre-clearance apply . |
Employment Terms
| Term | Status/Terms |
|---|---|
| Employment agreement; base salary; target/actual bonus | Not disclosed in reviewed filings. |
| Severance; Change-of-control | Not disclosed in reviewed filings. |
| Clawbacks | Not disclosed in reviewed filings. |
| Insider trading and 10b5-1 | Policy requires pre-clearance, quarterly/annual blackout periods, and a 90-day (director/officer) cooling-off period for plans; limits single-trade plans; prohibits hedging in plans . |
Board Governance
- Dual roles: Zhe Zhang serves as Chairman and CEO; therefore, he is not independent .
- Board composition: Independent directors include Patrick Swint, Xiaofeng Zhou, and Huei-Ching Huang (ages and roles disclosed) .
- Committees: Articles require an Audit Committee if listed; committee composition specifics not disclosed in reviewed documents .
- Lead Independent Director and attendance: Not disclosed in reviewed documents.
Director/Sponsor Economics and Related-Party Transactions
| Item | Terms/Amounts | Implications |
|---|---|---|
| Administrative Services Agreement | $10,000/month payable to Sponsor; $321,129 accrued as of 12/31/2024 . | Ongoing related-party payments to Sponsor under Zhang’s control. |
| Sponsor loans/promissory notes | Multiple notes issued since 2022 to fund extensions/transaction costs; balances as of 12/31/2024: $140,000 (notes) and $254,488 (loan agreement) after Sponsor agreed on 9/25/2024 to waive principal balances totaling $6,245,961 (notes) and $746,270 (loan agreement) . | Sponsor financial support, with large historical amounts waived. |
| Extension funding (2025) | If extension approved, Sponsor (or designee) to loan $35,000 per month to trust from June 15, 2025 to December 15, 2025; repayable at business combination close; Sponsor discretion to continue monthly . | Supports runway; amounts are loans, increasing Sponsor exposure. |
| Sponsor control/voting | Sponsor and insiders expected to vote all shares in favor of extension and related proposals; Sponsor beneficially owned ~99.3% of shares on record date . | Near-total voting control on key proposals. |
Performance & Track Record, Transactions, and Risks
- Business Combination and approvals: Alpha Star entered a Business Combination Agreement with XDATA (Sept 12, 2024); shareholders approved the combination on May 2, 2025; additional extension proposals pursued to allow closing conditions to be finalized .
- Trading/listing status: ALSA securities were delisted from Nasdaq in Dec 2024 for failure to complete within 36 months; currently trade on the OTC Pink (tickers ALSAF, ALSUF, ALSTF, ALSWF); intent is to list PubCo upon closing .
- Foreign sponsorship/CFIUS risk: Sponsor is controlled by Zhe Zhang (Chinese citizen); filings note potential constraints and CFIUS considerations for certain U.S. businesses .
- Investment company risk: Filings warn of potential “investment company” risk if SPAC exceeds permitted securities-holding thresholds and timing; discusses SEC proposals and mitigation (e.g., trust asset composition) .
- Sponsor incentive alignment and conflicts: Founder shares acquired for $25,000 could be valuable post-combination (illustrative $44.48M at $15.47) and expire worthless if no deal, creating an incentive to consummate a transaction; Sponsor could profit even if public shareholders lose money, per risk disclosures .
Board Service History and Dual-Role Implications
- Board service at ALSAF: Director and Chairman since April 2021 .
- Committee roles: Not disclosed.
- Independence: Not independent due to CEO role .
- Dual-role implications: Consolidation of CEO and Chairman roles may reduce independent oversight; filings indicate independent directors are present and audit committee is mandated by Articles if listed .
Investment Implications
- Pay-for-performance alignment is primarily through Sponsor equity (founder shares/private units), not cash compensation; founder shares become worthless if no deal, aligning with deal completion but potentially encouraging acceptance of less favorable terms for public holders .
- Significant insider control: With ~99% of outstanding ordinary shares (post-redemptions as of record date), Sponsor can unilaterally drive outcomes on extensions and structural changes, increasing governance risk and limiting minority influence .
- Overhang/dilution: 11.5M public warrants (5.75M shares) and 165k private warrant shares plus equity plan reserved shares imply material post-merger dilution potential .
- Regulatory and process risks: CFIUS concerns due to foreign control, prior Nasdaq delisting, and investment company risk warnings add to execution and regulatory risk considerations .
- Near-term selling pressure: Lock-ups release 30 days post-close for private placement shares and at 6 months or earlier on $12.50 trigger for founder shares, creating potential supply overhang post-merger .