United States securities and exchange commission logo
September 22, 2022
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. 2 to
Registration Statement on Form S-1
Filed September 15,
2022
File No. 333-261569
Dear Mr. 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
August 16, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed September
15, 2022
Cover Page
1. We note your response
to comment 1, including the statement in your response letter
dated September 15,
2022 that your sponsor "is a British Virgin Islands corporation which
has its principal
office in Toronto, Canada...." However, we also note disclosure in the
summary and risk
factors stating that your sponsor has its principal offices in the British
Virgin Islands. Please
reconcile or advise. Please clearly disclose on the cover page
whether the sponsor is
or is not located in China.
2. We note your response
to comment 2. Please revise to clarify that the legal and
operational risks
associated with your sponsor having significant ties to China and your
executive officers and
directors being located in or having significant ties to China
Linjun Guo
Golden Star Acquisition Corporation
September 22, 2022
Page 2
exist independent of whether the company determines to pursue a
business combination
target company based in China or Hong Kong. As a non-exclusive
example, we note your
cover page statement, "In the event that we determine to pursue a
business combination
target company based in China or Hong Kong, we may become subject to
legal and
operational risks because our sponsor has significant ties to China
and our executive
officers and directors are located in or have significant ties to
China...." As another non-
exclusive example, we note your cover page statement, "For example, if
we enter into a
business combination with a target business operating in China, the
combined company
may face risks associated with...." Please also revise similar
disclosure on page 6.
3. We partially reissue comment 3. Please clarify what you mean by the
statement that you
"will not consider or undertake an initial business combination with
any company with
financial statements audited by an accounting firm that the PCAOB is
unable to inspect
for two consecutive years" and how you will guarantee compliance with
the requirement.
Summary, page 1
4. We partially reissue comment 5. In your summary of risk factors,
disclose the risks that
your sponsor, officers and directors being located in or having
significant ties to
China poses to investors. In particular, describe the significant
regulatory, liquidity, and
enforcement risks with cross-references for each of these risks to the
more detailed
discussion of these risks in the prospectus. Please also revise the
summary risk factor
discussing actions by the Chinese government, including any decision
to intervene or
influence your operations, to clarify this could result in a material
change in your
operations.
Signatures, page II-5
5. Please include the signature of the Principal Accounting Officer or
Controller, as required
by Instruction 1 to Signatures to Form S-1.
General
6. We partially reissue comment 13. We note your disclosure on pages 7, 71,
and 138
regarding difficulties in effecting service of legal process. Please
revise your disclosure to
include a separate section on Enforcement of Civil Liabilities to
discuss the enforcement
risks related to civil liabilities due to your sponsor, officers and
directors being located in
or having significant ties to China or Hong Kong. For example, revise to
discuss the cost
FirstName LastNameLinjun Guo
and time constraints. Please also separately discuss the laws of Hong
Kong, to the extent
Comapany
they NameGolden Star Acquisition
differ from China. Also, please Corporation
revise the risk factor to
contain disclosures consistent
with the separate
September 22, 2022 Page 2 section.
FirstName LastName
Linjun Guo
FirstName
Golden StarLastNameLinjun Guo
Acquisition Corporation
Comapany 22,
September NameGolden
2022 Star Acquisition Corporation
September
Page 3 22, 2022 Page 3
FirstName LastName
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.