Alpha Star Acquisition Corp - FORM S-1 - EX-3.1 - EXHIBIT 3.1 - June 29, 2021

Attached files

file filename
EX-99.3 - EXHIBIT 99.3 - Alpha Star Acquisition Corptm2119933d1_ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - Alpha Star Acquisition Corptm2119933d1_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Alpha Star Acquisition Corptm2119933d1_ex99-1.htm
EX-23.1 - EXHIBIT 23.1 - Alpha Star Acquisition Corptm2119933d1_ex23-1.htm
EX-14 - EXHIBIT 14 - Alpha Star Acquisition Corptm2119933d1_ex14.htm
EX-10.8 - EXHIBIT 10.8 - Alpha Star Acquisition Corptm2119933d1_ex10-8.htm
EX-10.7 - EXHIBIT 10.7 - Alpha Star Acquisition Corptm2119933d1_ex10-7.htm
EX-10.6 - EXHIBIT 10.6 - Alpha Star Acquisition Corptm2119933d1_ex10-6.htm
EX-10.5 - EXHIBIT 10.5 - Alpha Star Acquisition Corptm2119933d1_ex10-5.htm
EX-10.4 - EXHIBIT 10.4 - Alpha Star Acquisition Corptm2119933d1_ex10-4.htm
EX-10.3 - EXHIBIT 10.3 - Alpha Star Acquisition Corptm2119933d1_ex10-3.htm
EX-10.2 - EXHIBIT 10.2 - Alpha Star Acquisition Corptm2119933d1_ex10-2.htm
EX-10.1 - EXHIBIT 10.1 - Alpha Star Acquisition Corptm2119933d1_ex10-1.htm
EX-4.6 - EXHIBIT 4.6 - Alpha Star Acquisition Corptm2119933d1_ex4-6.htm
EX-4.5 - EXHIBIT 4.5 - Alpha Star Acquisition Corptm2119933d1_ex4-5.htm
EX-4.4 - EXHIBIT 4.4 - Alpha Star Acquisition Corptm2119933d1_ex4-4.htm
EX-4.3 - EXHIBIT 4.3 - Alpha Star Acquisition Corptm2119933d1_ex4-3.htm
EX-4.2 - EXHIBIT 4.2 - Alpha Star Acquisition Corptm2119933d1_ex4-2.htm
EX-4.1 - EXHIBIT 4.1 - Alpha Star Acquisition Corptm2119933d1_ex4-1.htm
EX-3.2 - EXHIBIT 3.2 - Alpha Star Acquisition Corptm2119933d1_ex3-2.htm
S-1 - FORM S-1 - Alpha Star Acquisition Corptm2119933d1_s-1.htm

Exhibit 3.1

 

THE COMPANIES ACT (REVISED)

OF THE CAYMAN ISLANDS

 

ALPHA STAR ACQUISITION CORPORATION

 

 

An Exempted Company Limited By Shares

 

 

     
  MEMORANDUM AND ARTICLES OF ASSOCIATION  
     

 

 

 

 

THE COMPANIES ACT (REVISED)

OF THE CAYMAN ISLANDS

 

MEMORANDUM OF ASSOCIATION

 

OF

 

ALPHA STAR ACQUISITION CORPORATION

 

An Exempted Company Limited By Shares

 

1NAME

 

The name of the Company is Alpha Star Acquisition Corporation.

 

2STATUS

 

The Company is a company limited by shares.

 

3REGISTERED OFFICE

 

The registered office of the Company is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.

 

4OBJECTS AND CAPACITY

 

Subject to paragraph 9 of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. The Company is a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate benefit.

 

5SHARE CAPITAL

 

The share capital of the Company is USD 50,000.00 divided into 50,000,000 Ordinary shares of par value USD 0.001 each.

 

6LIABILITY OF MEMBERS

 

The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.

 

1 

 

 

7CONTINUATION

 

The Company may exercise the powers contained in the Companies Act to transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.

 

8DEFINITIONS

 

Capitalised terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association of the Company.

 

9EXEMPTED COMPANY

 

The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

 

10FINANCIAL YEAR

 

The financial year end of the Company is 31 December or such other date as the Directors may from time to time decide and annex to this Memorandum.

 

2 

 

 

The undersigned subscribes its name to this Memorandum of Association to form an incorporated company with limited liability to carry out the lawful purposes set out in this Memorandum of Association and agrees to take the number of Shares set out below.

 

Dated: 11 March 2021

 

SUBSCRIBER NUMBER OF SHARES TAKEN
   
Harneys Fiduciary (Cayman) Limited 1 Share
   
P.O. Box 10240  
Grand Cayman KY1-1002  
Cayman Islands  
   
 Bonnie Signatory  
Bonnie Sin  
Acting as duly authorised signatory   
For and on behalf of  
Harneys Fiduciary (Cayman) Limited  
   
   
 katy  
Katy Chow  
Witness to the above signature  

 

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