SecProbe.io

CORRESP
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filename1.htm

    Robert
    Charles Brighton, Jr.

Shareholder

    Phone:
954.985.4178 Fax: 954.985.4176

    Rbrighton@beckerlawyers.com

    Becker
& Poliakoff

    1
East Broward Blvd.

    Suite
1800

    Ft.
    Lauderdale, FL 33301

April
13, 2023

VIA
EDGAR

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

450
Fifth Street N.W.

Washington,
DC 20549

 Attention: Mr.
Benjamin Holt, Staff Attorney

Ms.
Pam Howell, Office Chief

 Re Golden
Star Acquisition Corporation

Amendment
No. 4 to Registration Statement on Form S-1

Filed
March 1, 2023

File
No. 333-261569

To
the Reviewing Staff Members of the Commission:

Reference
is made to the Staff’s letter dated March 21, 2023 to Mr. Linjun Guo, Chief Executive Officer of Golden Star Acquisition Corporation,
a Cayman exempt liability company (the Company), regarding comments on Amendment No. 4 to the Company’s Registration Statement
on Form S-1. On behalf of our client, and as requested by the Staff, we are responding to the questions raised by the Staff and amending
the Company’s prospectus included in the Registration Statement to include certain clarifying disclosure to address the Staff’s
comments. For your convenience, we have set forth the Staff’s comments in bold italics, followed by our response, as follows:

Summary

Summary
of Risk Factors, page 34

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 corresponding page number where the
more detailed discussion of each risk may be found in the prospectus.

We
have revised the disclosure in the summary and risk factors to include the page number(s) where the more detailed discussion of each risk
may be found in the prospectus.

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

April 13, 2023

Page 2

Risk
Factors, page 39

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.

We have revised the discussion in this risk factor
to include discussion of the risk that if the Excise Tax is applicable to redemptions by the SPAC there may be reduced funds available
in the trust account, including in the case of 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. Our revised discussion also includes disclosure
of the economic risks of possible application of the Excise Tax to redemptions for shareholders that do not elect to redeem if existing
SPAC shareholders redeem.

General

Please
revise the filing fee table to register all of the ordinary shares underlying the rights included as part of the units.

We have revised the filing fee table to include
the registration of all the ordinary shares underlying the rights included as part of the units.

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

April 13, 2023

Page 3

We
trust that our responses above fully address the Staff’s concerns as set forth in its comment letter. Should the Staff have any
additional questions regarding the information contained in the Registration Statement or with respect to our response to the comment
letter, please contact the undersigned by email at rbrighton@beckerlawyers.com, or Bill Huo, Esq at bhuo@beckerlawyers.com. You may also
contact the undersigned by phone at (954) 985-4178.

 Very truly yours,

 By: /s/
                                            Robert C. Brighton, Jr.

 Name: Robert
C. Brighton, Jr.

 cc: Mr.
Linjun Guo

  Chief Executive
                                                                                                                                                              Officer

  Golden Star Acquisition
                                                                                                                                                              Corporation