Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
February 27 2024 - 8:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
February
27, 2024
Date
of Report (Date of earliest event reported)
GOLDEN STAR ACQUISITION CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Cayman Islands |
|
001-41694 |
|
N/A00-0000000 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
99 Hudson Street, 5th Floor,
New York, New York 10013
(Address
of Principal Executive Offices, and Zip Code)
(646)
706-5365
Registrant’s
Telephone Number, Including Area Code
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one Ordinary Share, $0.001 par value, and one right |
|
GODNU |
|
The
Nasdaq Stock Market LLC |
Ordinary
Shares, $0.001 par value |
|
GODN |
|
The
Nasdaq Stock Market LLC |
Rights
to receive two-tenths (2/10th) of one Ordinary Share |
|
GODNR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
February 7, 2024, Golden Star Acquisition Corporation (the “Company”) filed a definitive proxy statement (the “Proxy
Statement”) for an extraordinary general meeting (the “Meeting”) of its shareholders originally scheduled
to be held at 10:00 a.m. Eastern Time on February 27, 2024 to approve, among other things, a reduced monthly fee payable by the sponsor
of the Company or its designee into the trust account to extend the date by which the Company must consummate its initial business combination.
The board of directors of the Company has decided to postpone the Meeting (“the Postponed Meeting”) to March 1,
2024 to allow additional time for the Company to engage with its shareholders. The Postponed Meeting will be held at 10:00 a.m. Eastern
Time on March 1, 2024, at the office of Wilson Sonsini Goodrich & Rosati at 1301 Avenue of the Americas, 40th Floor New York, NY
10019-6022.
In
connection with the postponement of the Meeting, the deadline for the Company’s shareholders to exercise their right to redeem
their ordinary shares for their pro rata portion of the funds available in the Company’s trust account, or to withdraw any previously
delivered demand for redemption is extended, to 5:00 p.m., Eastern Time, on February 28, 2024 (two business days before the date of
the Postponed Meeting.)
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. We
have 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
Proxy Statement was mailed to the Company’s shareholders of record on or about February 7, 2024. Investors and shareholder of the
Company are advised to read the Proxy Statement because it contains important information about the Meeting and the Company. Investors
and shareholders of the Company may also obtain a copy of the Proxy Statement, as well as other relevant documents that have been or
will be filed by the Company with the Securities and Exchange Commission (the “SEC”), without charge and once available,
at the SEC’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.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the shareholders of the Company in connection with the Postponed 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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Golden Star Acquisition Corporation |
|
|
|
Dated: February 27, 2024 |
By: |
/s/ Kenneth Lam |
|
Name: |
Kenneth Lam |
|
Title: |
Chief Financial Officer |
Golden Star Acquisition (NASDAQ:GODNU)
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