UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
| Golden
Star Acquisition Corporation |
(Name
of Issuer)
| Ordinary
Share, par value $0.001 per share |
(Title
of Class of Securities)
(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)
(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):
27.70%
(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 7,335,393 ordinary shares deemed to be outstanding, including (i) 5,303,393 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):
27.70%
(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 7,335,393 ordinary shares deemed to be outstanding, including (i) 5,303,393 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):
27.70%
(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 7,335,393 ordinary shares deemed to be outstanding, including (i) 5,303,393 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):
27.70%
(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 7,335,393 ordinary shares deemed to be outstanding, including (i) 5,303,393 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. 1 to statement on
Schedule 13D (this “Amendment No. 1”) 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”) on
May 4, 2023 (the “Original Schedule 13D,” and, together with this Amendment No. 1, 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 April 1, 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 $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 April 4, 2024. In connection with the shareholder votes
to approve the Amended Monthly Extension Fee, 1,596,607 public shares of the Company were rendered for redemption, which resulted in a
total of 5,303,393 public shares of the Company remaining.
Guojian Chen, Junxian Du and Linjun Guo 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.
This Amendment No. 1 is to include the
interests of Guojian Chen and Junxian Du as the directors of G-Star Management Corporation and 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. 1 does not modify any of the information previously reported in the Statement.
Capitalized terms used but not defined in this
Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby
amended and restated as follows:
(a) This Amendment No.1 is being filed by the
following persons: (i) G-Star Management Corporation, a British Virgin Islands exempted company (the “Sponsor”), (ii)
Linjun Guo, (iii) Guojian Chen, and (iv) Junxian Du. Each of the foregoing persons are sometimes individually referred to herein as a
“Reporting Person” and collectively as the “Reporting Persons.”
(b) The address of the principal place of business
for G-Star Management Corporation is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The address of the principal
place of business for Linjun Guo, Guojian Chen and Juxian Du is c/o Golden Star Acquisition Corporation, 99 Hudson Street, 5th Floor,
New York, New York 10013.
(c) The Sponsor’s principal business is
to act as the Issuer’s sponsor. Linjun Guo is the director of the Sponsor and the chief executive officer and chairman of the board
of directors of the Issuer. Guojian Chen is the director of the Sponsor. Juxian Du is the director of the Sponsor.
(d) During the last five years, none of the Reporting
Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting
Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship:
| Entities: |
The Sponsor – British Virgin Islands |
| Individuals: |
Linjun Guo – People’s Republic of China
Guojian Chen – People’s Republic of China
Junxian Du – People’s Republic of China |
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 27.70% of the 7,335,393 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: May 20, 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 May 20, 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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