Huei-Ching Huang
About Huei-Ching (Tina) Huang
Independent director of Alpha Star Acquisition Corporation (ALSAF) since December 2021; age 56. She is the Audit Committee Chair and an SEC-defined “audit committee financial expert,” and also chairs the Nominating Committee and serves on the Compensation Committee. Huang founded and has served as director of AGC Capital Securities Pty Ltd (Sydney) since April 2014 and is a director of Wall St. Trust Limited (Hong Kong) since February 2021; previously a Director in Information Risk Management at KPMG (Feb 2012–May 2013). She holds an LLB from Soochow University (June 1992). The board has determined she is an independent director under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Director, Information Risk Management | Feb 2012 – May 2013 | Not disclosed |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| AGC Capital Securities Pty Ltd (Sydney) | Founder and Director | Apr 2014 – Present | Leads Australia & APAC operations; focus on IPOs, funds management, corporate finance, M&A, direct investments |
| Wall St. Trust Limited (Hong Kong) | Director | Feb 2021 – Present | Licensed SFC entity in Hong Kong |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined independent under Nasdaq and SEC rules |
| Director Since | December 2021 |
| Committees | Audit (Chair), Compensation (Member), Nominating (Chair) |
| Financial Expertise | Designated “audit committee financial expert” (SEC definition) |
| Board/Committee Structure Notes | Three standing committees with approved charters (Audit, Compensation, Nominating) |
| Post-Combination Governance | Upon closing of the Business Combination, PubCo’s five-person board will be composed of nominees not including Huang; PubCo audit committee to be chaired by Cataldo Castagna (independent, financial expert) |
Implication: Huang provides strong audit/governance expertise during the SPAC phase, but continuity risk exists as she is not listed among PubCo nominees .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Cash Retainer / Meeting Fees | No non-employee director compensation table disclosed for current SPAC; disclosure notes that after the Business Combination, PubCo directors will receive cash fees/share options/share-based awards as determined by PubCo’s board (future state) . |
| Reimbursement of Expenses | Officers and directors entitled to reimbursement for out-of-pocket expenses related to SPAC activities; no claim to Trust if no business combination by June 15, 2025 . |
| Indemnification / D&O Insurance | Business Combination agreement provides continued indemnification of current directors/officers and continuation of D&O insurance . |
| Administrative Services (Related Party—Sponsor) | $10,000/month to Sponsor for office space/admin services from Dec 13, 2021 through business combination or liquidation (paid to Sponsor, not to individual directors) . |
Performance Compensation
| Component | Amount/Terms |
|---|---|
| Equity awards (RSUs/Options/DSUs) | Not disclosed for current SPAC board; forward-looking disclosure indicates PubCo may grant share options/share-based awards to independent directors post-closing (terms to be determined) . |
| Performance Metrics (TSR, EBITDA, ESG) | Not disclosed for directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current other US public company boards | None disclosed |
| Compensation Committee Interlocks | None reported in the past year |
Expertise & Qualifications
- Capital markets/transaction expertise: Founding/director role at AGC Capital Securities; focus on IPOs, M&A, funds management .
- Audit/financial oversight: Audit Committee Chair and SEC-defined “financial expert” .
- Risk management background: KPMG Information Risk Management director experience .
- Legal training: LLB, Soochow University (June 1992) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Huei-Ching (Tina) Huang | — | — | No direct beneficial ownership; has a pecuniary interest via ownership in the Sponsor |
| A-Star Management Corporation (Sponsor) | 3,205,000 shares (2,875,000 founder + 330,000 private placement) | ~99.3% | Sponsor controlled by CEO Zhe Zhang; dominates voting power pre-combination |
| PubCo Post-Combination (illustrative) | A-Star Sponsor 3,252,142 shares (14.19%) under “no redemption” | 14.19% | Pro forma post-combination scenario; not Ms. Huang-specific |
Note: The SPAC disclosure states such individuals (officers/directors) do not beneficially own ordinary shares but may have a pecuniary interest through the Sponsor .
Governance Assessment
-
Strengths
- Independent director with deep capital markets and risk background; designated audit committee financial expert .
- Chairs Audit and Nominating; member of Compensation—central to oversight of reporting quality, director nominations, and pay governance .
- D&O indemnification and insurance continuity through business combination reduces personal liability risk for independent oversight .
-
Concerns / RED FLAGS
- Sponsor control: Founders/Sponsor own ~99.3% of outstanding shares; significant influence over elections and transactions—public holder alignment risk .
- SPAC incentive misalignment: Sponsor could profit on founder/private units even if public shareholders lose money post-combination—classic SPAC conflict dynamic .
- Related-party ecosystem: $10,000/month administrative services fee to Sponsor; loans from Sponsor and potential loans from officers/directors (up to $1.5M) convertible into units—conflict optics around approvals/terms .
- Corporate opportunities waiver: Officers/directors not obligated to present opportunities to Alpha Star (ongoing waiver)—potential conflict with fiduciary duties perception .
- Continuity risk: Huang is not among PubCo director nominees; board/committee oversight will transition at closing .
-
Alignment
- No direct share ownership by Huang; pecuniary interest through Sponsor indicates alignment may be more Sponsor-centric than with public float until business combination closes .
Overall: Huang’s audit and risk credentials support board effectiveness during the SPAC phase, but Sponsor-centric structures and related-party arrangements introduce potential conflicts; the expected post-combination board transition reduces her longer-term governance influence at PubCo .