United States securities and exchange commission logo
November 17, 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. 3 to
Registration Statement on Form S-1
Filed October 24,
2022
File No. 333-261569
Dear Linjun 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
September 22, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed October 24,
2022
Summary, page 1
1. We partially reissue
comment 4. 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.
Linjun Guo
FirstName
Golden StarLastNameLinjun Guo
Acquisition Corporation
Comapany 17,
November NameGolden
2022 Star Acquisition Corporation
November
Page 2 17, 2022 Page 2
FirstName LastName
Risk Factors
"The Excise Tax included in the Inflation Reduction Act....", page 46
2. We note the discussion of the Inflation Reduction Act on page 46 and
the statement that
it is possible the Excise Tax will apply to any redemptions of your
common stock
after December 31, 2022. You also state that the proceeds held in the
trust account "could
be subject to the Excise Tax." Please advise us of the factors or
considerations that
will determine whether the Excise Tax, if required to be paid in
connection with
redemptions, would be required to be paid using funds from the trust
account, as
distinguished from other sources of funds.
General
3. We partially reissue comment 6. Please revise your risk factor
disclosure on page 71 to
include disclosures consistent with the separate section on
Enforcement of Civil Liabilities
on pages 5-6. In this regard, we note that your disclosure on page 71
does not discuss the
laws of Hong Kong.
4. Please revise the filing fee table to register the ordinary shares
underlying the
warrants included as part of the units. In this regard, we note your
revised disclosure on
page 14 and elsewhere that the warrants will become exercisable 30
days following the
completion of your initial business combination, which may be within
one year. Refer to
Securities Act Sections Compliance and Disclosure Interpretation
103.04 for guidance.
Please contact Benjamin Holt at 202-551-6614 or Maryse Mills-Apenteng at
202-551-
3457 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Robert C. Brighton, Jr.