SEC Comment Letter 0000000000-22-012318 to Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) (ALSAF)
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Date: Nov. 14, 2022 · CIK: 0001865111 · Accession: 0000000000-22-012318
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41153
Letter
United States securities and exchange commission logo November 14, 2022 Zhe Zhang Chief Executive Officer Alpha Star Acquisition Corp 80 Broad Street, 5th Floor New York, NY 10004 Re:Alpha Star Acquisition Corp Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 30, 2022 File No. 001-41153 Dear Zhe Zhang: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require
FirstName LastNameZhe Zhang Comapany NameAlpha Star Acquisition Corp November 14, 2022 Page 2 FirstName LastName Zhe Zhang Alpha Star Acquisition Corp November 14, 2022 Page 2 you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if you have any questions regarding our comment. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
Show Raw Text
United States securities and exchange commission logo
November 14, 2022
Zhe Zhang
Chief Executive Officer
Alpha Star Acquisition Corp
80 Broad Street, 5th Floor
New York, NY 10004
Re:Alpha Star Acquisition Corp
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 30, 2022
File No. 001-41153
Dear Zhe Zhang:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
November 14, 2022 Page 2
FirstName LastName
Zhe Zhang
Alpha Star Acquisition Corp
November 14, 2022
Page 2
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have any questions regarding our comment.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction