Correspondence 0001829126-22-019354 from Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) (ALSAF)
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Date: Nov. 17, 2022 · CIK: 0001865111 · Accession: 0001829126-22-019354
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41153
Letter
Steven Glauberman
Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, New York 10006
Email: sglauberman@beckerlawyers.com
Phone: (212) 599-3322 Fax: (212) 557-0295
November 17, 2022 VIA EDGAR
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
450 Fifth Street N.W.
Washington, DC 20549
Attention: Ms. Babette Cooper,
Ms. Jennifer Monick
Re: Alpha Star Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 30, 2022
File No. 001-41153
To the Reviewing Staff Members of the Commission:
We are in receipt of Staff’s comments on November 14, 2022 regarding Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 30, 2022. As requested by the Staff, we have provided responses to the questions raised by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:
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 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.
Response: In response to the Staff’s comments, the Company plans to add the following disclosure as part of the risk factors in its filing in the future.
The fact that our sponsor is, is controlled by, and has substantial ties with a non-U.S. person could impact our ability to complete our initial business combination.
We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government agency such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
Our sponsor, A-Star Management Corp., is controlled by our Chairman and Chief Executive Officer Zhe Zhang, who is a Chinese citizen. Our sponsor will own approximately 22.88% of the outstanding shares of us after we complete the initial public offering. Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may be considered a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our initial business combination with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its initial business combination (9 months, or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive the cash held in the trust account, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com or sglauberman@beckerlawyers.com.
Very truly yours,
By:
/s/ Steven Glauberman
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filename1.htm
Steven Glauberman
Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, New York 10006
Email: sglauberman@beckerlawyers.com
Phone: (212) 599-3322 Fax: (212) 557-0295
November 17, 2022
VIA EDGAR
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
450 Fifth Street N.W.
Washington, DC 20549
Attention:
Ms. Babette Cooper,
Ms. Jennifer Monick
Re:
Alpha Star Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 30, 2022
File No. 001-41153
To the Reviewing Staff Members of the Commission:
We are in receipt of Staff’s comments on November 14, 2022 regarding
Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 30, 2022. As requested by the Staff, we have provided responses to the
questions raised by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:
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 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.
Response: In response to the Staff’s comments, the
Company plans to add the following disclosure as part of the risk factors in its filing in the future.
The fact that our sponsor is,
is controlled by, and has substantial ties with a non-U.S. person could impact our ability to complete our initial business combination.
We may not be able to complete an initial business combination
with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by
a U.S. government agency such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
Our sponsor, A-Star Management Corp., is controlled by our
Chairman and Chief Executive Officer Zhe Zhang, who is a Chinese citizen. Our sponsor will own approximately 22.88% of the outstanding
shares of us after we complete the initial public offering. Certain federally licensed businesses in the United States, such as broadcasters
and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized
to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of
such transactions on the national security of the United States. Because we may be considered a “foreign person” under such
rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect
national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded
by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our initial business
combination with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate
a business combination with such business. In addition, if our business combination falls within CFIUS’s jurisdiction, we may be
required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block
or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business
combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining
CFIUS clearance.
Moreover, the process of government review, whether by CFIUS
or otherwise, could be lengthy. Because we have only a limited time to complete its initial business combination (9 months, or up to 21
months, if we extend the time to complete a business combination as described in this prospectus), our failure to obtain any required
approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive the
cash held in the trust account, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined
company.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or sglauberman@beckerlawyers.com.
Very truly yours,
By:
/s/ Steven Glauberman
Name:
Steven Glauberman