Exhibit 4.4


 


NUMBER      ___________


 


ALPHA STAR ACQUISITION CORPORATION

A CAYMAN ISLANDS COMPANY


 


Form of


 


RIGHTS CERTIFICATE


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP ___________


 


This
Rights Certificate certifies that             , or
registered assigns, is the registered holder of a right or rights (the “Right”) to automatically receive one-seventh
of one ordinary share, par value $0.001 per share (“Ordinary Share”), of Alpha Star Acquisition Corporation
(the “Company”) for each Right evidenced by this Rights Certificate on the Company’s completion of an
initial business combination (as defined in the final prospectus relating to the Company’s initial public offering (“Prospectus”)
upon surrender of this Rights Certificate pursuant to the Rights Agreement between the Company and VStock Transfer, LLC, as Rights Agent
(the “Rights Agent”). In no event will the Company be required to net cash settle any Right or issue a fractional
Ordinary Share.


 


Upon liquidation of the Company in the event an initial business combination
is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum and Articles of Association,
the Rights shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s trust
account (as defined in the Prospectus).


 


Upon due presentment for registration of transfer of the Right Certificate
at the office or agency of VStock Transfer, LLC, the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing
in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except
for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange of Rights. The Company
reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).


 


The Company and the Rights Agent may deem and treat the registered
holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone),
for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.


 


This Right does not entitle the registered holder to any of the rights
of a shareholder of the Company. This Right shall be governed by and construed in accordance with the internal laws of the State of New
York, without regard to conflicts of laws principles thereof.


 


Dated:


 


SEAL


 


	 	 	 
	SECRETARY	 	CHIEF EXECUTIVE OFFICER


 






     


     


    

 


The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM – as tenants in common	UNIF GIFT MIN ACT - Custodian


 


	TEN ENT –	as tenants by the entireties (Cust)	(Minor)	 


 


	JT TEN –	as joint tenants with right of survivorship and not as tenants in common	under U.S. Uniform Gifts to Minors Act



 


Additional Abbreviations may also be used though
not in the above list.


 


ALPHA STAR ACQUISITION CORPORATION


 


The Company will furnish without charge to each security holder who
so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of equity
securities or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This
certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Rights Agreement, Memorandum
and Articles of Association and all amendments thereto and resolutions of the Board of Directors providing for the issuance of securities
(copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof
assents.


 


For value received,            hereby
sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE(S))


 


	 





 


 





Rights represented by the within Certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said rights on the books of the within named Company will full power of substitution in
the premises.


 


Dated: ___________________________


 


	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).


 


The holder of this certificate shall have no right or interest of any
kind in or to the funds held in the Company’s trust fund (as defined in the Prospectus).