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
May
30, 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/A |
(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 to receive two-tenths (2/10th) of one ordinary
share |
|
GODNU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares, $0.001 par value |
|
GODN |
|
The
Nasdaq Stock Market LLC |
| Rights,
each entitling the holder 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
May 24, 2024, Golden Star Acquisition Corporation (NASDAQ: GODN) (the “Company” or “Golden Star”) issued a press
release announcing that it has cancelled the extraordinary general meeting of its shareholders that was previously scheduled for 10:00
a.m. Eastern Time on May 30, 2024 (the “Business Combination EGM”), and has withdrawn from consideration by the shareholders
the proposals set forth in the Company’s definitive proxy statement for the Business Combination EGM filed with the U.S. Securities
and Exchange Commission on May 17, 2024.
A
copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
| Item
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits.
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:
May 30, 2024 |
By:
|
/s/
Kenneth Lam |
| |
Name: |
Kenneth
Lam |
| |
Title:
|
Chief
Financial Officer |
Exhibit 99.1
Golden
Star Announces Cancellation of Business Combination Extraordinary General Meeting
NEW
YORK, May 24, 2024 (GLOBE NEWSWIRE) – Golden Star Acquisition Corporation (NASDAQ: GODN) (the “Company” or “Golden
Star”) today announced that it has cancelled the extraordinary general meeting of its shareholders that was previously scheduled
for 10:00 a.m. Eastern Time on May 30, 2024 (the “Business Combination EGM”), and has withdrawn from consideration by the
shareholders the proposals set forth in the Company’s definitive proxy statement for the Business Combination EGM filed with the
U.S. Securities and Exchange Commission (the “SEC”) on May 17, 2024.
As
previously announced, on September 16, 2023, the Company entered into a definitive business combination agreement (the “Business
Combination Agreement”) with Gamehaus Inc. (“Gamehaus”), a mobile game publishing company. On May 17, 2024, the Company
filed its definitive proxy statement, announcing the Business Combination EGM to consider and vote upon, among other things, the adoption
of the Business Combination Agreement and the approval of the transactions contemplated under the Business Combination Agreement.
On
May 22, 2024, Gamehaus notified the Company that it received a written notice from the China Securities Regulatory Commission (the “CSRC”),
requiring it to complete the filing with the CSRC pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies, as promulgated by the CSRC on February 17, 2023. Pursuant to Section 8.1(l) of the Business Combination Agreement,
the obligations of the parties to consummate the transactions contemplated thereunder are subject to Gamehaus having received the necessary
approval from the CSRC, among others. Therefore, the board of directors of the Company has decided to cancel the Business Combination
EGM to allow more time for the closing conditions under the Business Combination Agreement to be met.
About
Golden Star
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.
Additional
Information and Where to Find It
This
press release relates to a proposed business combination among Golden Star, Gamehaus and certain other entities as contemplated under
the Business Combination Agreement (the “Proposed Business Combination”). This press release does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the Proposed Business Combination, Gamehaus Holdings Inc. (“Pubco”) has
filed a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”) with the SEC
that includes a proxy statement/prospectus and other relevant documents to be distributed by Golden Star to its shareholders as of the
record date to be established for voting on the Proposed Business Combination in connection with its solicitation of proxies for the
vote by its shareholders in connection with the Proposed Business Combination and the other matters as described in such proxy statement.
Golden Star and Pubco will also file other documents regarding the Proposed Business Combination with the SEC. Before making any voting
decision, investors and security holders of Golden Star are urged to read the Registration Statement, the proxy statement/prospectus,
and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Business Combination as they
become available because they will contain important information about the Proposed Business Combination.
Investors
and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Golden Star through the website maintained by the SEC at www.sec.gov.
The documents filed by Golden Star with the SEC also may be obtained free of charge upon written request to Golden Star Acquisition Corporation,
99 Hudson Street, 5th Floor, New York, New York 10013.
Participants
in the Solicitation
Golden
Star, Pubco and Gamehaus, and their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the Golden Star shareholders in connection with the Proposed Business Combination. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of Golden Star’s shareholders in connection with the Proposed
Business Combination will be set forth in the proxy statement/prospectus included in the Registration Statement filed with the SEC in
connection with the Proposed Business Combination. You can find more information about Golden Star’s directors and executive officers
in Golden Star’s final prospectus related to its initial public offering dated May 1, 2023 and subsequent SEC reports. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included
in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read
the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
No
Offer or Solicitation
This
press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Business Combination or otherwise,
nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed
Business Combination among Golden Star, Gamehaus and certain other entities. Forward-looking statements include information concerning
Golden Star’s and Gamehaus’ possible or assumed future results of operations, business strategies, competitive position,
industry environment, potential growth opportunities, and the effects of regulation, including whether the Proposed Business Combination
will generate returns for shareholders. These forward-looking statements are based on Golden Star’s or Gamehaus’ management’s
current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in this document. These risks, uncertainties, assumptions,
and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could
give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Proposed Business Combination;
(b) the outcome of any legal proceedings that may be instituted against Golden Star, Gamehaus, or others following the announcement of
the Proposed Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Proposed Business
Combination due to the failure to obtain the approval of the shareholders of Golden Star or Gamehaus or to satisfy other conditions to
closing, including the receipt of certain governmental and regulatory approvals; (d) changes to the proposed structure of the Proposed
Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the Proposed Business Combination; (e) the ability to meet the applicable stock exchange listing standards following
the consummation of the Proposed Business Combination; (f) the risk that the Proposed Business Combination disrupts current plans and
operations of Gamehaus or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (g)
the effect of the announcement or pendency of the transaction on Gamehaus’s business relationships, operating results, and business
generally; (h) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among
other things, competition, the ability of Gamehaus to grow and manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (i) costs related to the Proposed Business Combination; (j) the price of Golden Star’s
securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Gamehaus
operates, variations in operating performance across competitors, changes in laws and regulations affecting Gamehaus’s business,
Gamehaus’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital
structure; (k) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation,
accounting considerations) which could result in unforeseen delays in the timing of the Proposed Business Combination and negatively
impact the trading price of Golden Star’s securities and the attractiveness of the Proposed Business Combination to investors;
(l) the possibility that Golden Star and Gamehaus may be adversely affected by other economic, business, and/or competitive factors;
(m) Gamehaus’ ability to execute its business plans and strategies; (n) Gamehaus’ estimates of expenses and profitability;
(o) the amount of redemption requests made by Golden Star’s public shareholders; (p) the risk that the transaction may not be completed
by Golden Star’s business combination deadline and the potential failure to obtain extensions of the business deadline if sought
by Golden Star; and (q) the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such
as COVID-19, on the Proposed Business Combination or on the ability to implement business plans, forecasts, and other risks and uncertainties
indicated from time to time in Golden Star’s annual report for the fiscal year ended December 31, 2023 filed with the SEC on March
29, 2024, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Golden Star.
Copies are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of
Golden Star’s annual report, the joint proxy statement/prospectus on Form F-4 discussed above and other documents filed by Golden
Star or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Pubco, Gamehaus
and Golden Star assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Pubco, Gamehaus nor Golden Star gives any assurance that either Pubco, Gamehaus or
Golden Star, or the combined company, will achieve its expectations.
Company
Contacts:
Mr.
Kenneth Lam
Chief
Financial Officer
Golden
Star Acquisition Corporation
99
Hudson Street, 5th Floor
New
York, New York 10013
Tel.:
(646) 706-5365
Email:
cfo@goldenstarcorp.net
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