SEC Comment Letter 0000000000-23-002817 to Golden Star Acquisition Corp (GODN, GODNR, GODNU) (CIK 0001895144)
Golden Star Acquisition Corp (GODN, GODNR, GODNU) (CIK 0001895144)
Date: March 21, 2023 · CIK: 0001895144 · Accession: 0000000000-23-002817
AI Filing Summary & Sentiment
File numbers found in text: 333-261569
Letter
United States securities and exchange commission logo March 21, 2023 Linjun Guo Chief Executive Officer Golden Star Acquisition Corporation 99 Hudson Street, 5th Floor New York, New York 10013 Re:Golden Star Acquisition Corporation Amendment No. 4 to Registration Statement on Form S-1 Filed March 1, 2023 File No. 333-261569 Dear Linjun Guo: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 17, 2022 letter. Amendment No. 4 to Registration Statement on Form S-1 filed March 1, 2023 Summary Summary of Risk Factors, page 34 1.We note your response to comment 1. However, it does not appear the disclosure in your summary of risk factors was revised. Accordingly, in your summary of risk factors, for each of the bulleted risks identified under the captions "Risks to investors related to our sponsor being controlled by our chairman and chief executive officer who has significant ties to China and our executive officers and directors being located in or having significant ties to China" and "Risks Related to Doing Business in the PRC if we were to acquire a Business based in or controlled by PRC Residents," please revise to include the
FirstName LastNameLinjun Guo Comapany NameGolden Star Acquisition Corporation March 21, 2023 Page 2 FirstName LastName Linjun Guo Golden Star Acquisition Corporation March 21, 2023 Page 2 corresponding page number where the more detailed discussion of each risk may be found in the prospectus. Risk Factors, page 39 2.Please revise the risk factor on page 51 regarding the excise tax to include in your disclosure, if applicable, that the excise tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with: •liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Internal Revenue Code, •extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC or liquidates, and •de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax. General 3.Please revise the filing fee table to register all of the ordinary shares underlying the rights included as part of the units. Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Robert C. Brighton, Jr.
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United States securities and exchange commission logo
March 21, 2023
Linjun Guo
Chief Executive Officer
Golden Star Acquisition Corporation
99 Hudson Street, 5th Floor
New York, New York 10013
Re:Golden Star Acquisition Corporation
Amendment No. 4 to Registration Statement on Form S-1
Filed March 1, 2023
File No. 333-261569
Dear Linjun Guo:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 17, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed March 1, 2023
Summary
Summary of Risk Factors, page 34
1.We note your response to comment 1. However, it does not appear the disclosure in your
summary of risk factors was revised. Accordingly, in your summary of risk factors, for
each of the bulleted risks identified under the captions "Risks to investors related to our
sponsor being controlled by our chairman and chief executive officer who has significant
ties to China and our executive officers and directors being located in or having
significant ties to China" and "Risks Related to Doing Business in the PRC if we were to
acquire a Business based in or controlled by PRC Residents," please revise to include the
FirstName LastNameLinjun Guo
Comapany NameGolden Star Acquisition Corporation
March 21, 2023 Page 2
FirstName LastName
Linjun Guo
Golden Star Acquisition Corporation
March 21, 2023
Page 2
corresponding page number where the more detailed discussion of each risk may be found
in the prospectus.
Risk Factors, page 39
2.Please revise the risk factor on page 51 regarding the excise tax to include in your
disclosure, if applicable, that the excise tax could reduce the trust account funds available
to pay redemptions or that are available to the combined company following a de-SPAC.
Describe the risks of the excise tax applying to redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
•extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
•de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
General
3.Please revise the filing fee table to register all of the ordinary shares underlying the rights
included as part of the units.
Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Robert C. Brighton, Jr.