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
21, 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. 5 to Registration Statement on Form S-1

Filed
April 13, 2023

File
No. 333-261569

To
the Reviewing Staff Members of the Commission:

Reference
is made to the Staff’s letter dated April 17, 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. 5 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
of Risk Factors, page 34

We
reissue comment 1. 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. Such cross reference should be to the more detailed information, typically in the risk factors
section, not the summary.

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

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

April 21, 2023

Page 2

Risk
Factors, page 39

We
partially reissue comment 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.

We
have revised the discussion in this risk factor to include additional and revised discussion of the risk that if the Excise Tax is applicable
to redemptions by the SPAC, the amount available to pay redemptions or that are available to the combined company following a de-SPAC
transaction could be reduced.

We
have also revised the discussion in this risk factor to include additional and revised discussion of the risks of the Excise Tax applying
to redemptions in connection with liquidations that are not implemented to fall within the meaning of a “complete liquidation”
in Section 331 of the Internal Revenue Code.

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