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