Golden Star Acquisition Corporation (NASDAQ: GODN) (the
“
Company” or “
Golden Star”)
announced today that, on March 6, 2024, it filed a supplement (the
“
Supplement”) to the definitive proxy statement
dated February 7, 2024 (together with the additional proxy
statement supplements and annexes, the “
Proxy
Statement”) with the U.S. Securities and Exchange
Commission (the “
Commission”), to amend the
monthly fee payable by the sponsor of the Company and/or its
designee into the trust account to extend the date by which the
Company must consummate its initial business combination as
proposed in the original Proposal 1 to the extraordinary general
meeting of shareholders to be held originally on February 27,
2024, from an amount equal to the lesser of (i) $50,000 for all
outstanding Public Shares and (ii) $0.033 for each outstanding
Public Share as proposed in the original filing, to an amount (the
“
Amended Monthly Extension Fee”) equal to the
lesser of (i) $75,000 and (ii) $0.033 for each outstanding Public
Share.
On February 7, 2024, the Company filed the
definitive proxy statement dated February 7, 2024 with the
Commission related to the extraordinary general meeting (the
“Meeting”) of shareholders to be held originally
on February 27, 2024 to consider and vote upon, among other
things, the proposed reduction of monthly extension fee payable by
the Company’s sponsor and/or its designee into the trust account to
extend the date by which the Company must consummate its initial
business combination to an amount equal to the lesser of (i)
$50,000 for all outstanding Public Shares and (ii) $0.033 for each
outstanding Public Share (the “Proposal No. 1”),
and related adjournment of meeting matter, and subsequently
commenced mailing.
On February 27, 2024, the Company filed
with the Commission certain additional proxy statement solicitating
materials to postpone the Meeting to 10:00 a.m. Eastern Time on
March 1, 2024 and the redemption right deadline to 5:00 p.m.,
Eastern Time, on February 28, 2024. On March 1, 2024, the
Company filed with the Commission certain additional proxy
statement solicitating materials to postpone the Meeting to 10:00
a.m. Eastern Time on March 4, 2024 and the redemption right
deadline to 5:00 p.m., Eastern Time, on March 1, 2024. On
March 4, 2024, the Company filed with the Commission certain
additional proxy statement solicitating materials to further
postpone the Meeting to 10:00 a.m. Eastern Time on March 20,
2024 at the offices of Wilson Sonsini Goodrich & Rosati at 1301
Avenue of the Americas, 40th Floor New York, NY 10019-6022 and the
redemption right deadline to 5:00 p.m., Eastern Time, on
March 18, 2024.
On February 28, 2024, the Company filed with the
Commission certain additional proxy statement solicitating
materials to supplement that G-Star Management Corporation, the
sponsor of the Company (the “Sponsor”), has signed
and delivered a sponsor undertaking letter (the “Sponsor
Undertaking Letter”) dated February 28, 2024 to the
Company, pursuant to which, the Sponsor (or any of its affiliates
or designees) irrevocably agrees to deposit into the Trust Account
an amount of $20,000 as an additional extension fee (the
“Additional Extension Fee”, together with the
Proposed Reduced Extension Fee, the “Total Revised
Extension Fee”) to add to the Proposed Reduced Extension
Fee in the Extension Fee Reduction Proposal, for each extension
commencing from the first extension payment following the approval
of the Extension Fee Reduction Proposal. The Additional Extension
Fee will be subject to the same terms and conditions applicable to
the Proposed Reduced Extension Fee. This Sponsor Undertaking Letter
shall automatically terminate on the earlier of (i) the completion
of the initial business combination by the Company or (ii) the
liquidation of the Company; provided, however, that this Sponsor
Undertaking Letter shall earlier terminate automatically in the
event that the original Proposal No. 1 is defeated or not otherwise
duly approved.
On March 6, 2024, the board of directors of the
Company proposed to amend the monthly fee payable by the Sponsor
and/or its designee into the trust account to extend the date by
which the Company must consummate its initial business combination
as proposed in the original Proposal 1 to the Meeting, from an
amount equal to the lesser of (i) $50,000 for all outstanding
Public Shares and (ii) $0.033 for each outstanding Public Share as
proposed in the original filing, to an amount equal to the lesser
of (i) $75,000 and (ii) $0.033 for each outstanding Public Share.
The Amended Monthly Extension Fee, if and to the extent approved at
the Meeting, will become operative for the monthly extension fee
beginning on the 4th of the first month following the approval of
the Amended Monthly Extension Fee at the Meeting and the 4th of
each succeeding month until February 4, 2025. In light of the
Amended Monthly Extension Fee, on March 6, 2024, the Sponsor and
the Company agree to terminate the Sponsor Undertaking Letter with
immediate effect.
In light of the Amended Monthly Extension Fee,
the Company has filed the Supplement as dated March 6, 2024 with
the Commission to, among others, amend Proposal No. 1 (the
“Amended Proposal No. 1”) as described more fully
herein above and amend the related proxy card (the “Amended
Proxy Card”). Other than as indicated herein, no other
changes have been made to the Proxy Statement or the proxy card as
originally filed and mailed. Any references to the “Proxy
Statement” are to the Proxy Statement as amended and supplemented
by the Supplement and all the filed additional proxy statement
supplements as indicated above.
The Supplement is not complete without,
and may not be utilized except in connection with, the Proxy
Statement, including any supplements and amendments thereto.
Shareholders of the Company should read carefully and in their
entirety the Supplement and the Proxy Statement and all
accompanying annexes and exhibits, in particular, the matters
discussed under the heading “Risk Factors” on page 10 of the Proxy
Statement.
The Amended Proxy Card differs from the
proxy card previously made available to shareholders of the Company
with the Proxy Statement, in that the enclosed Amended Proxy Card
includes the Amended Proposal No. 1 as described above. If
shareholders return, or have already returned, an original proxy
card, shareholders’ proxies are no longer valid because the
proposals set forth on the original proxy card have been revised.
PLEASE NOTE THAT ANY ORIGINAL PROXY CARDS SUBMITTED ARE INVALID, SO
IT IS IMPORTANT TO SUBMIT THE AMENDED PROXY CARD TO INDICATE
SHAREHOLDERS’ VOTES ON THE REVISED PROPOSAL. The Company encourages
shareholders to resubmit their votes on the revised proposals by
submitting the Amended Proxy Card enclosed with this Amendment
Proposal No. 1 or by voting online or by email by following the
procedures on the Amended Proxy Card.
All of the Company’s shareholders of record as
of the close of business on January 17, 2024, are entitled to
vote at the Meeting. The Company has retained Advantage Proxy, Inc.
(“Advantage Proxy”) to assist us in soliciting
proxies. If shareholders have questions about how to vote or direct
a vote in respect of their shares, shareholders may contact
Advantage Proxy at (877) 870-8565 (toll free) or by email at
ksmith@advantageproxy.com.
Additional Information and Where to Find
It
The original Proxy Statement and proxy card were
mailed to the Company’s shareholders of record on or about February
7, 2024. The Supplement and the Amended Proxy Card will be mailed
to shareholders on or about March 7, 2024, and the Amended Proxy
Card contains instructions on how to cast their votes. Investors
and shareholders of the Company may also obtain a copy of the Proxy
Statement, the Supplement, the Amended Proxy Card as well as other
relevant documents that have been or will be filed by the Company
with the Commission, without charge and once available, at the
Commission’s website at www.sec.gov or by directing a request to:
Golden Star Acquisition Corporation, 99 Hudson Street, 5th Floor,
New York, New York 10013, Attention: Chief Financial Officer.
Investors and shareholder of the Company are advised to read the
aforementioned materials because it contains important information
about the Meeting and the Company.
Participants in the
Solicitation
The Company and its directors, executive
officers, other members of management and employees, under the
Commission’s rules, may be deemed to be participants in the
solicitation of proxies from the shareholders of the Company in
connection with the Meeting. Investors and shareholders may obtain
more detailed information regarding the names, affiliations and
interests of the Company’s directors and officers in the Proxy
Statement, which may be obtained free of charge from the sources
indicated above.
About Golden Star Acquisition Corporation
Golden Star Acquisition Corporation is a blank check company
formed as an exempted company under the laws of the Cayman Islands
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Golden
Star’s units, ordinary shares and rights trade on the Nasdaq under
the ticker symbols “GODNU” “GODN,” and “GODNR,” respectively.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the Company’s expectations regarding the
sponsor undertaking letter. These statements are based on current
expectations on the date of this press release and involve a number
of risks and uncertainties that may cause actual results to differ
significantly, including those risks set forth in the definitive
proxy statement filed by the Company with the Commission on
February 7, 2024 and other documents filed with the Commission.
Copies of such filings are available on the Commission’s website at
www.sec.gov. The Company does not assume any obligation to update
or revise any such forward-looking statements, whether as the
result of new developments or otherwise. Readers are cautioned not
to put undue reliance on forward-looking statements.
Company Contacts:
Mr. Linjun GuoChief Executive OfficerGolden Star Acquisition
Corporation99 Hudson Street, 5th Floor,New York, New York
10013Tel.: (646) 706-5365Email: ceo@goldenstarcorp.net
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