Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
August 01 2024 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
Golden
Star Acquisition Corporation
(Name
of Issuer)
Ordinary Share, par value $0.001 per share
(Title
of Class of Securities)
G4023C 101
(CUSIP
Number)
99 Hudson Street, 5th Floor,
New York, New York 10013
(646) 706-5365
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 26, 2024
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G4023C 101 | SCHEDULE 13D |
1 |
NAMES
OF REPORTING PERSON:
G-Star
Management Corporation |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY:
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
2,032,000
(1) |
8 |
SHARED
VOTING POWER:
0 |
9 |
SOLE
DISPOSITIVE POWER:
2,032,000
(1) |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,032,000
(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
44.82%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO |
(1) |
Consists
of (i) 307,000 ordinary shares underlying the private placement units held directly by G-Star Management Corporation and (ii) 1,725,000
ordinary shares held directly by G-Star Management Corporation. Linjun Guo, Guojian Chen, and Junxian Du are directors of G-Star
Management Corporation and therefore have voting and investment discretion in respect of the shares held of record by G-Star Management
Corporation and may be deemed to have shared beneficial ownership of such shares. |
|
|
(2) |
Based
on 4,534,021 ordinary shares deemed to be outstanding, including (i) 2,502,021 ordinary shares underlying issued and outstanding
public units, (ii) 1,725,000 ordinary shares held by G-Star Management Corporation, and (iii) 307,000 ordinary shares underlying
the units held by G-Star Management Corporation. |
CUSIP No. G4023C 101 | SCHEDULE 13D |
1 |
NAMES
OF REPORTING PERSON:
Linjun
Guo |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY:
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
AF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
People’s
Republic of China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
0 |
8 |
SHARED
VOTING POWER:
2,032,000
(1) |
9 |
SOLE
DISPOSITIVE POWER:
0 |
10 |
SHARED
DISPOSITIVE POWER
2,032,000
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,032,000
(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
44.82%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
(1) |
Consists
of (i) 307,000 ordinary shares underlying the private placement units held directly by G-Star Management Corporation and (ii) 1,725,000
ordinary shares held directly by G-Star Management Corporation. Linjun Guo, Guojian Chen, and Junxian Du are directors of G-Star
Management Corporation and therefore have voting and investment discretion in respect of the shares held of record by G-Star Management
Corporation and may be deemed to have shared beneficial ownership of such shares. |
|
|
(2) |
Based
on 4,534,021 ordinary shares deemed to be outstanding, including (i) 2,502,021 ordinary shares underlying issued and outstanding
public units, (ii) 1,725,000 ordinary shares held by G-Star Management Corporation, and (iii) 307,000 ordinary shares underlying
the units held by G-Star Management Corporation. |
CUSIP No. G4023C 101 | SCHEDULE 13D |
1 |
NAMES
OF REPORTING PERSON:
Guojian
Chen |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY:
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
AF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
People’s
Republic of China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
0 |
8 |
SHARED
VOTING POWER:
2,032,000
(1) |
9 |
SOLE
DISPOSITIVE POWER:
0 |
10 |
SHARED
DISPOSITIVE POWER
2,032,000
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,032,000
(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
44.82%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
(1) |
Consists
of (i) 307,000 ordinary shares underlying the private placement units held directly by G-Star Management Corporation and (ii) 1,725,000
ordinary shares held directly by G-Star Management Corporation. Linjun Guo, Guojian Chen, and Junxian Du are directors of G-Star
Management Corporation and therefore have voting and investment discretion in respect of the shares held of record by G-Star Management
Corporation and may be deemed to have shared beneficial ownership of such shares. |
|
|
(2) |
Based
on 4,534,021 ordinary shares deemed to be outstanding, including (i) 2,502,021 ordinary shares underlying issued and outstanding
public units, (ii) 1,725,000 ordinary shares held by G-Star Management Corporation, and (iii) 307,000 ordinary shares underlying
the units held by G-Star Management Corporation. |
CUSIP No. G4023C 101 | SCHEDULE 13D |
1 |
NAMES
OF REPORTING PERSON:
Junxian
Du |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY:
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
AF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
People’s
Republic of China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
0 |
8 |
SHARED
VOTING POWER:
2,032,000
(1) |
9 |
SOLE
DISPOSITIVE POWER:
0 |
10 |
SHARED
DISPOSITIVE POWER
2,032,000
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,032,000
(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
44.82%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
(1) |
Consists
of (i) 307,000 ordinary shares underlying the private placement units held directly by G-Star Management Corporation and (ii) 1,725,000
ordinary shares held directly by G-Star Management Corporation. Linjun Guo, Guojian Chen, and Junxian Du are directors of G-Star
Management Corporation and therefore have voting and investment discretion in respect of the shares held of record by G-Star Management
Corporation and may be deemed to have shared beneficial ownership of such shares. |
|
|
(2) |
Based
on 4,534,021 ordinary shares deemed to be outstanding, including (i) 2,502,021 ordinary shares underlying issued and outstanding
public units, (ii) 1,725,000 ordinary shares held by G-Star Management Corporation, and (iii) 307,000 ordinary shares underlying
the units held by G-Star Management Corporation. |
EXPLANATORY
NOTE
This
Amendment No. 2 to statement on Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule
13D filed on behalf of each of G-Star Management Corporation and Linjun Guo with the Securities and Exchange Commission (the “SEC”)
initially on May 5, 2023, as amended (the “Original Schedule 13D” and, together with this Amendment No.2, the “Schedule
13D”), with respect to the ordinary shares, par value $0.001 per share, of Golden Star Acquisition Corporation (the “Company”),
a Cayman Islands Company.
As
previously disclosed, on July 3, 2024, the Company held an extraordinary general meeting of shareholders, which approved the proposal
by its board of directors to amend the monthly fee payable by G-Star Management Corporation 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) $0.02 for each outstanding public share (the “Amended Monthly Extension Fee”).
The Amended Monthly Extension Fee has become operative for each month beginning on July 4, 2024. In connection with the shareholder votes
to approve the Amended Monthly Extension Fee, 2,801,372 public shares of the Company were rendered for redemption, which resulted in
a total of 2,502,021 public shares of the Company remaining.
This
Amendment No. 2 is to reflect the changes in percentage of interests beneficially owned by the Reporting Persons (as defined below) in
the Company resulted from the redemption of public shares in connection with the shareholder votes to approve the Amended Monthly Extension
Fee as disclosed above. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously
reported in the Original Schedule 13D.
Capitalized
terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Original Schedule 13D is hereby amended and restated as follows:
(a)
and (b) As of the date of this Schedule 13D, the Sponsor directly beneficially owned 307,000 Ordinary Shares underlying the Private Units
and 1,725,000 Founder Shares (collectively, the “Sponsor Shares”). The Sponsor Shares represent approximately 44.82%
of the 4,534,021 ordinary shares that are deemed to be outstanding as of the date hereof. Linjun Guo, Guojian Chen, and Junxian Du are
directors of G-Star Management Corporation and therefore have voting and investment discretion in respect of the shares held of record
by G-Star Management Corporation and may be deemed to have shared beneficial ownership of such shares.
(c)
Information with respect to all transactions in the ordinary shares beneficially owned by the Reporting Persons that were effected during
the past sixty days is set forth in Item 4 and 6 incorporated herein by reference.
(d)
Not applicable.
(e)
Not applicable.
Item
7. Materials to be Filed as Exhibits.
Item
7 of the Original Schedule 13D is hereby amended and restated as follows.
Exhibit
10.1* |
|
Securities Subscription Agreement, dated September 15, 2021, between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on December 9, 2021). |
|
|
Exhibit
10.2* |
|
Letter Agreement, dated May 1, 2023, among the Issuer, its officers and directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2023). |
|
|
Exhibit
10.3* |
|
Private Placement Unit Subscription Agreement, dated May 1, 2023, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2023). |
|
|
Exhibit
10.4* |
|
Registration Rights Agreement, dated May 1, 2023, between the Issuer and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2023). |
|
|
|
Exhibit
99.1 |
|
Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
* |
Filed
with the Original Schedule 13D. |
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated:
August 1, 2024 |
G-STAR
MANAGEMENT CORPORATION |
|
|
|
By: |
/s/
Guojian Chen |
|
|
Guojian
Chen, Director |
|
|
|
|
By: |
/s/
Linjun Guo |
|
|
LINJUN
GUO |
|
|
|
|
By: |
/s/
Guojian Chen |
|
|
GUOJIAN
CHEN |
|
|
|
|
By: |
/s/
Junxian Du |
|
|
JUNXIAN
DU |
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.001 per
share, of Golden Star Acquisition Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such
joint filing.
The
undersigned acknowledge that each shall be responsible for the timely filing of such statement on Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature
page follows]
SIGNATURE
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 1, 2024.
|
G-STAR
MANAGEMENT CORPORATION |
|
|
|
|
By: |
/s/
Guojian Chen |
|
Name:
|
Guojian
Chen |
|
Title:
|
Director |
|
|
|
|
/s/ Linjun Guo |
|
LINJUN GUO |
|
|
|
|
/s/ Guojian Chen |
|
GUOJIAN CHEN |
|
|
|
|
/s/ Junxian Du |
|
JUNXIAN DU |
[Signature
Page to 13D Joint Filing Agreement]
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