UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-Q/A
Amendment No. 1

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008.
 
or

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________
 
Commission file number 001-33563

ALYST ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
  
20-5385199
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification No.)
     
233 East 69th Street #6J, New York, New York 10021
(Address of Principal Executive Offices)                          (Zip Code)
     
(646) 290-6104
(Registrant’s Telephone Number, Including Area Code)
N/A
Former Name, Former Address and Former Fiscal year, if Changed Since Last Report
 
Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes           x           No           ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
 
Large accelerated filer
¨
 Accelerated filer ¨
       
Non-accelerated filer
¨
 Smaller reporting company x
(Do not check if smaller reporting company)
 
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).

Yes           x           No           ¨
 
As of November 4, 2008 there were 9,510,600 shares of Common Stock outstanding, 283,800 Units outstanding and 9,580,600 Warrants outstanding.
 
 
EXPLANATORY NOTE

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), we are filing this abbreviated Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Form 10-Q/A No. 1”) of Alyst Acquisition Corp. (the “Company”) for the period ended September 30, 2008, previously filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2008 (the “Original Filing”), to effect the amendment described below:

Part II, Item 6. Exhibits. The certifications contained in Exhibits 31.1 and 31.2 have been revised to include the information inadvertently omitted and required by Item 601(b)(31) of Regulation S-K as filed herewith.

Except for the foregoing amended information, this Form 10-Q/A No. 1 continues to describe conditions as of the date of the Original Filing. Accordingly, this Form 10-Q/A No. 1 should be read in conjunction with our filings with the Commission made subsequently to the Original Filing.

Part II, Item 6. Exhibits.
 
(a) Exhibits:
 
31.1
Section 302 Certification by Principal Executive Officer
   
31.2
Section 302 Certification by Principal Financial and Accounting Officer
   
32‡
Section 906 Certification by Principal Executive Officer and Principal Financial and Accounting Officer

‡ Previously filed.
 
3
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    ALYST ACQUISITION CORP.
       
Dated: April 6, 2009
      
   
By:
/s/ Dr. William Weksel
     
Dr. William Weksel
     
Chief Executive Officer
     
(Principal Executive Officer)
       
Dated: April 6, 2009
      
   
By:
/s/ Michael Weksel
     
Michael Weksel
     
Chief Operating Officer and
     
     
(Principal Financial and Accounting Officer)
 
4