GOLDEN STAR ACQUISITION CORPORATION
99 Hudson Street, Fifth Floor
New York, NY 10013
April 28, 2023
VIA EDGAR
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Benjamin Holt |
James Lopez
| Re: | Golden Star Acquisition Corporation - Initial Public Offering |
SEC Registration Statement S-1
(SEC File Number: 333-261569) (the “Registration Statement”)
Ladies and Gentlemen:
The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective at 4:30 p.m., Washington D.C. time, on Monday, May 1, 2023, or as soon thereafter as practicable.
The Company hereby acknowledges that:
● Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting as pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | ||
| GOLDEN STAR ACQUISITION CORPORATION | ||
| By: | /s/ Linjun Guo | |
| Name: | Linjun Guo | |
| Title: | Chief Executive Officer | |
| cc: | Robert C. Brighton, Jr. (via email) |
Bill Huo, Esq. (via email) | |
Christopher Auguste, Esq. (via email) |
