GODN Golden Star Acquisition Corporation

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