SecProbe.io

December 20, 2024
Zhe Zhang
Chief Executive Officer
Xdata Group
Lõõtsa 8, 11415, Lasnamäe District
Tallinn, Harju County, Estonia
Roman Eloshvili
President
OU XDATA
Lõõtsa 8, 11415, Lasnamäe District
Tallinn, Harju County, Estonia
Re:Xdata Group
Draft Registration Statement on Form F-4
Submitted November 25, 2024
CIK No. 0002038688
Dear Zhe Zhang and Roman Eloshvili:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
Cover Page
1.We note your disclosure on pages 108, 157 and elsewhere that 18 million shares will
be issued to XDATA shareholders. However, your disclosures here as well as on
pages 11, 22 and 83 indicate that these shares were issued to Existing PubCo
Shareholders. Please revise accordingly.

December 20, 2024
Page 2
2.We note that Alpha Star Acquisition Corporation is seeking to extend its termination
date to June 15, 2025, a date which is 42 months from its initial public offering. We
also note that Alpha Star is currently listed on Nasdaq and that Nasdaq Rule 5815 was
amended effective October 7, 2024 to provide for the immediate suspension and
delisting upon issuance of a delisting determination letter for failure to meet the
requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please revise to state that Alpha Star's securities will face immediate
suspension and delisting action once it receives a delisting determination letter from
Nasdaq after the 36-month window ends on December 15, 2024. Please disclose the
risks of non-compliance with this rule, including that under the new framework,
Nasdaq may only reverse the determination if it finds it made a factual error applying
the applicable rule. In addition, please also disclose the consequences of any such
suspension or delisting, including that Alpha Star's stock may be determined to be a
penny stock and the consequences of that designation, that Alpha Star may no longer
be attractive as a merger partner if it is no longer listed on an exchange, any potential
impact on Alpha Star's ability to complete an initial business combination, any impact
on the market for Alpha Star's securities including demand and overall liquidity for
its securities, and any impact on securities holders due to Alpha Star's securities no
longer being considered “covered securities.”
Questions and Answers about the Proposals, page 4
3.In a separate question and answer, discuss the voting requirement necessary for
shareholders to approve each of the seven proposals being presented. Also discuss the
number of votes for each proposal to be approved given that the Sponsor and the
officers and directors of Alpha Star have agreed to vote their shares in favor of the
Business Combination proposal and the Reincorporation Merger Proposal.
Summary of the Proxy Statement/Prospectus, page 17
4.Please include a diagram of your corporate organizational structure before and after
the transactions.
Dilution, page 22
5.We note the two share tables reflect ownership immediately following the Business
Combination; however, the dilution calculation excludes the Business Combination.
To avoid confusion, please consider removing any share tables that reflect the
Business Combination from this section or alternatively, move these tables to after the
dilution calculations and present under a different header.
6.If you continue to include the tables noted above, please revise titles, descriptions and
line items, where appropriate, to refer to “as adjusted” and not “pro forma.” See
footnote 291 of SEC Release No. 33-11265.

December 20, 2024
Page 3
7.You state that the dilution per share gives effect to material probable or consummated
transactions. Please revise the table to present the amount and description of each of
the adjustments to arrive at net tangible book value, as adjusted and net tangible book
value per share, as adjusted as of June 30, 2024. Also, revise the net tangible book
value, unadjusted to exclude ordinary shares subject to redemption classified as
temporary equity, and disclose how it is calculated. Lastly, ensure that the adjustments
include transaction expenses to be incurred and the impact of possible redemptions,
i.e. adjustments to the trust account balance, for each level of redemption
reflected. Refer to Item 1604(c) of Regulation S-K.
8.Outside of the revised table, please describe each material potential source of future
dilution that non-redeeming shareholders may experience by electing not to tender
their shares in connection with the Business Combination, including sources not
included in the table, such as the exercise of the warrants, with respect to the
determination of the as adjusted net tangible book value per share. Refer to Item
1604(c) of Regulation S-K.
9.Please tell us how you considered the Conversion from Alpha Star Public and Private
Rights which result in 1,642,857 and 47,142 additional shares to Alpha
Star shareholders in your calculation of outstanding shares, as adjusted.
10.Your presentation reflects a no redemption scenario and a maximum redemption
scenario. Please revise to reflect intervals representing selected potential redemption
levels that may occur across a reasonably likely range of outcomes. Refer to Item
1604(c) of Regulation S-K.
11.To the extent you continue to include the dilution table and calculations elsewhere,
such as on pages 11 and 84, please revise to incorporate all of the revisions noted in
the previous comments. Alternatively, you could consider removing the table from
these other locations to avoid confusion with the share tables that do reflect the
Business Combination.
12.Please revise to present, at each redemption level, the valuation at or above which the
potential dilution results in the amount of non-redeeming shareholders’ interest per
share being at least the IPO price per share of common stock. Refer to Item 1604(c)(1)
of Regulation S-K.
Selected Historical Financial Information, page 31
13.Please revise to include interim selected financial information for Xdata for the six
months ended June 30, 2024 and June 30, 2023.
Comparative Per Share Formation, page 33
14.Please revise to include this information for the six months ended June 30, 2024.
Risk Factors
Certain judgments obtained against PubCo by PubCo's shareholders..., page 70
15.In your risk factors and in the Enforceability of Civil Liabilities section, please
include disclosure of the enforceability of civil liabilities due to connections with
China.

December 20, 2024
Page 4
Proposal 1 - The Business Combination Proposal
Certain Related Agreements, page 92
16.Please disclose all “customary exceptions” to the lock-up agreements.
Background of the Business Combination, page 93
17.Please revise to provide a discussion of the reasons of the SPAC for the structure and
timing of the de-SPAC transaction. Refer to Item 1605(b)(3) of Regulation S-K.
18.Expand your disclosure to provide an enhanced description of the process of
negotiating the Business Combination Agreement and ultimately deciding to pursue
the transactions, including any past, present, and proposed material contracts,
arrangements, understandings, relationships, negotiations and transactions among the
parties.
Alpha Star's Board of Directors' Recommendation and Reasons for the Approval of the
Business Combination, page 99
19.Discuss whether the fairness opinion was considered in Alpha Star’s board of
directors’ decision to approve the Business Combination.
20.You disclose that financial projections were provided by XDATA’s management and
reviewed in evaluating the business combination.  To the extent that the board of
directors relied on the financial projections to recommend approval of the business
combination, please explain why you have not included the projections in this filing
along with the material assumptions underlying those projections. Clarify whether
CHFT reviewed the projections in connection with the issuance of the fairness
opinion.
Fairness Opinion, page 101
21.We note your disclosure that Alpha Star Acquisition Corporation’s board of directors
obtained a third-party fairness opinion from its financial advisor, CHFT Advisory and
Appraisal Limited as to the fairness of the consideration being paid in connection with
the Business Combination. Please revise to include disclosure required by Item
1015(b) of Regulation M- A, including the detailed summary Item 1015(b)(6)
requires. Refer to Item 4(b) of Part I of Form F-4. Also file a consent from CHFT.
Information about XDATA, page 119
22.We note your disclosure that “Our flagship product in this segment is ComplyControl,
which has been developed to enhance client satisfaction through the use of advanced
analytics powered by artificial intelligence (“AI”) and machine learning.” Please
expand your business operations disclosure to provide a materially complete
discussion regarding your AI and machine learning capabilities, and how they operate.
In addition, clarify what datasets your artificial intelligence or algorithms use and
whether you utilize third-party artificial intelligence products. Also, revise to include
risk factor disclosure regarding your use of AI and machine learning.

December 20, 2024
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Alpha Star
Control and Procedure, page 155
23.You disclose that you identified a material weakness in your internal control over
financial reporting as of December 31, 2023. Please revise to disclose whether your
disclosure controls and procedures and internal controls over financial reporting were
effective as of December 31, 2023 and ensure these disclosures are consistent with
those on pages 35 and 36 in the Alpha Star Acquisition Corporation’s Form 10-K for
the year ended December 31, 2023. Similar revisions should be made to the
disclosures on page 54.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Statements of Operations, page 163
24.We note adjustment (O) reflects the formation and operation costs for PubCo, which
appear to be the same costs reflected in both the year ended December 31, 2023 and
the six months ended June 30, 2024.  If they are the same costs, please revise to reflect
them only once, at the beginning of the fiscal year presented, not the interim
period. Refer to Item 11-02(a)(6)(i)(B) of Regulation S-X.
Beneficial Ownership of Certain Beneficial Owners and Management Prior to the Business
Combination, page 169
25.Please revise to disclose the natural persons who hold voting and/or dispositive power
over the shares held by each of the entities disclosed in the beneficial ownership
table.
Material Tax Considerations, page 172
26.We note your disclosure that the Reincorporation Merger is intended to qualify as a
"reorganization" within the meaning of Section 368(a) of the Code with respect to
U.S. Holders of the Alpha Star Ordinary Shares and/or Alpha Star Warrants; however,
there are significant factual and legal uncertainties. Please revise your disclosure in
this section and in the Questions and Answers section to provide counsel's firm
opinion for each material tax consequence or explain why such opinion cannot be
given. Please also clearly disclose whether this is the opinion of tax counsel and
identify counsel. If the opinion is subject to uncertainty, please provide disclosure that
reflects the degree of uncertainty (e.g., "should" or "more likely than not") and explain
the facts or circumstances giving rise to the uncertainty, and provide disclosure of the
possible alternative tax consequences including risk factor and/or other appropriate
disclosure setting forth the risks of uncertain tax treatment to investors. For guidance,
refer to Staff Legal Bulletin No. 19, Sections III.C.1 and 4.

December 20, 2024
Page 6
OU Xdata Group Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
27.We note the audit report refers to the "statements of comprehensive income,
statements of changes in shareholder’s equity, and cash flows for each of the years in
the two-year period ended December 31, 2023" and the "results of its operations and
its cash flows for each of the years in the two-year period ended December 31, 2023."
However, the financial statements presented on pages F-4 through F-6 are for the year
ended December 31, 2023 and for the period from April 1, 2022 (Inception) through
December 31, 2022. Please have your auditors revise the audit report accordingly.
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-10
28.For internet and mobile banking solutions, you disclose that you provide design and
development of customized internet bank solutions and mobile app, recognizing
revenue over time using the output method to measure performance progress to date,
and you refer to delivered software. However, on page 116, and elsewhere you state
you generate revenue primarily through subscription fees charged on a month or
quarterly basis. Please revise to address this apparent inconsistency and ensure these
disclosures appropriately address the accounting policies for your contracts.
29.Please revise to disclose when revenue from customer relationship management
system arrangements is recognized.
Note 8 - Income Tax, page F-18
30.Please revise to include the disclosures required by ASC 740-10-50, if material.

            Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at 202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yu Wang, Esq.
Lawrence Venick, Esq.