Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41694

GOLDEN STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		00-0000000N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

99 Hudson Street, 5^th Floor

New York, New York 10013

(Address of Principal Executive Offices, including zip code)

(646) 706-5365

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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-tenth (2/10^th) of one Ordinary Share	GODNR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Indicate the number of shares outstanding of each of the registrant’s classes of ordinary shares, as of the latest practicable date: As of November 3, 2023, there were 8,932,000 ordinary shares, par value $0.001, issued and outstanding.

GOLDEN STAR ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED September 30, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Balance Sheets (Unaudited)		1
Statements of Operations (Unaudited)		2
Statement of Changes in Shareholders’ Equity (Deficit) (Unaudited)		3
Statement of Cash Flows (Unaudited)		4
Notes to Unaudited Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		19
Item 4. Controls and Procedures		19

Part II. Other Information		20
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		22

Part III. Signatures		23

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN STAR ACQUISITION CORPORATION

BALANCE SHEETS

(Unaudited)


	September 30, 2023			December 31, 2022
Assets
Current assets:
Cash in escrow	$	-		$	37,423
Prepaid expenses		96,434			-
Deferred offering costs		-			278,352
Due from Sponsor		-			2,300
Marketable securities held in Trust Account		71,086,492			-
Total assets	$	71,182,926		$	318,075

Liabilities and shareholders’ equity (deficit)
Current liabilities:
Accrued liabilities	$	269,860		$	16,175
Promissory note payable to Sponsor		-			300,000
Due to Sponsor		89,088			-
Deferred underwriting commissions		1,725,000			-
Total liabilities		2,083,948			316,175

Commitments and contingencies (Note 6)		-			-

Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $10.30 per share, including interest and dividends earned in Trust Account		71,104,065			-

Shareholders’ equity (deficit):
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 2,032,000 and 1,725,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		2,032			1,725
Additional paid-in capital		-			23,275
Accumulated deficit		(2,007,119	)		(23,100	)
Total shareholders’ equity (deficit)		(2,005,087	)		1,900
Total liabilities and shareholders’ equity (deficit)	$	71,182,926		$	318,075

The accompanying notes are an integral part of the unaudited financial statements.

GOLDEN STAR ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)


	For the three months ended September 30, 2023			For the three months ended September 30, 2022			For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Operating expenses:
Formation and operational costs	$	458,376		$	-		$	634,097		$	2,300
Loss from operations		458,376			-			634,097			2,300

Other income:
Interest and dividends earned in Trust Account		909,355			-			1,414,065			-
Total other income		909,355			-			1,414,065			-

Income (loss) before income taxes		450,979			-			779,968			(2,300	)

Income tax expense		-			-			-			-
Net income (loss)	$	450,979		$	-		$	779,968		$	(2,300	)

Basic and diluted weighted average shares outstanding
Redeemable ordinary shares, basic and diluted		6,900,000			-			3,765,934			-
Non-redeemable ordinary shares, basic and diluted⁽¹⁾		2,032,000			1,725,000			1,892,557			1,725,000

Redeemable ordinary shares, basic and diluted net income per share	$	0.08		$	-		$	1.75		$	-
Non-redeemable ordinary shares, basic and diluted net loss per share	$	(0.05	)	$	(0.00	)	$	(3.08	)	$	(0.00	)

(1)

On December 14, 2022, the Sponsor surrendered 1,150,000 shares for no consideration. All share amounts and related information have been retroactively restated to reflect the share surrender.

The accompanying notes are an integral part of the unaudited financial statements.

GOLDEN STAR ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the three and nine months ended September 30, 2023


													Total
							Additional						Shareholders’
	Ordinary Shares						Paid-In			Accumulated			Equity
	Shares			Amount			Capital			Deficit			(Deficit)
Balance at January 1, 2023		1,725,000		$	1,725		$	23,275		$	(23,100	)	$	1,900
Net loss		-			-			-			(1,850	)		(1,850	)
Balance at March 31, 2023		1,725,000			1,725			23,275			(24,950	)		50
Sales of ordinary shares and over-allotment		6,900,000			6,900			68,993,100			-			69,000,000
Underwriters’ compensation		-			-			(3,105,000	)		-			(3,105,000	)
Offering costs		-			-			(647,890	)		-			(647,890	)
Sale of shares to sponsor in private placement		307,000			307			3,069,693			-			3,070,000
Ordinary shares subject to possible redemption		(6,900,000	)		(6,900	)		(55,933,602	)		-			(55,940,502	)
Allocation of offering costs related to redeemable shares		-			-			3,042,588			-			3,042,588
Accretion for redeemable shares to redemption value		-			-			(15,442,164	)		(1,349,922	)		(16,792,086	)
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account)		-			-			-			(504,710	)		(504,710	)
Net income		-			-			-			330,839			330,839
Balance at June 30, 2023		2,032,000		$	2,032		$	-		$	(1,548,743	)	$	(1,546,711	)
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account)					-			-			(909,355	)		(909,355	)
Net income											450,979			450,979
Balance at September 30, 2023		2,032,000		$	2,032		$	-		$	(2,007,119	)	$	(2,005,087	)

For the three and nine months ended September 30, 2022

					Additional					Total
	Ordinary Shares				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at January 1, 2022⁽¹⁾		1,725,000	$	1,725	$	23,275	$	(17,400	)	$	7,600
Net loss		-		-		-		-			-
Balance at March 31, 2022		1,725,000	$	1,725	$	23,275	$	(17,400	)	$	7,600
Net loss		-		-		-		(2,300	)		(2,300	)
Balance at June 30, 2022		1,725,000	$	1,725	$	23,275	$	(19,700	)	$	5,300
Net loss		-		-		-		-			-
Balance at September 30, 2022		1,725,000	$	1,725	$	23,275	$	(19,700	)	$	5,300

(1)

On December 14, 2022, the Sponsor surrendered 1,150,000 shares for no consideration. All share amounts and related information have been retroactively restated to reflect the share surrender.

The accompanying notes are an integral part of the unaudited financial statements.

GOLDEN STAR ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

(Unaudited)


	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Cash flows from operating activities:
Net income (loss)	$	779,968		$	(2,300	)
Net changes in operating assets and liabilities:
Deferred offering costs		-			(103,108	)
Interest and dividends earned in Trust Account		(1,414,065	)		-
Prepaid expenses		(96,434	)		-
Due to Sponsor		91,388			-
Accrued offering costs		-			(26,365	)
Accrued liabilities		253,685			(1,000	)
Net cash used in operating activities		(385,458	)		(132,773	)

Cash flows from investing activities:
Investment of cash in Trust Account		(70,337,512	)		-
Cash withdrawn from Trust Account for working capital purposes		665,085			-
Net cash used in investing activities		(69,672,427	)		-

Cash flows from financing activities:
Proceeds from promissory note – Sponsor		200,000			175,000
Payment of promissory note – Sponsor		(500,000	)		-
Proceeds from sale of private placement units		3,070,000			-
Proceeds from sales of public offering units		69,000,000			-
Payment of offering costs		(1,749,538	)		-
Net cash provided by financing activities		70,020,462			175,000

Net (decrease) increase in cash in escrow		(37,423	)		42,227
Cash in escrow at beginning of period		37,423			20,821
Cash in escrow at end of period	$	-		$	63,048

Supplemental disclosure of non-cash flow information
Deferred underwriting compensation	$	1,725,000		$	-
Initial value of ordinary share subject to possible redemption	$	55,940,502		$	-
Reclassification of offering costs related to public shares	$	(3,042,588	)	$	-
Change in value of ordinary shares subject to redemption	$	16,792,086		$	-
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account)	$	1,414,065		$	-
Deferred offering costs included in accrued offering costs	$	-		$	(26,365	)

The accompanying notes are an integral part of the unaudited financial statements.

GOLDEN STAR ACQUISITION CORPORATION

UNAUDITED NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Golden Star Acquisition Corporation (“Golden Star” or the “Company”) is a blank check company incorporated in the Cayman Islands on July 9, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have a connection to the Asian market. The Company is an early stage and emerging growth company and, as such, the Company is subject to all the risks associated with early stage and emerging growth companies.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the initial public offering (the “IPO”). The Company has selected December 31 as its fiscal year-end.

The registration statement for the Company’s IPO was declared effective on May 1, 2023. On May 4, 2023, the Company consummated the IPO of 6,000,000 units (“Units” and, with respect to the Ordinary Shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $60,000,000 which is described in Note 3. On the closing date, the underwriter purchased an additional 900,000 Units at $10.00 per Unit pursuant to the exercise of the over-allotment option, generating additional gross proceeds to the Company of $9,000,000. Simultaneously with the closing of the IPO, the Company consummated the Private Placement of an aggregate of 307,000 units to the Sponsor at a purchase price of $10.00 per Private Placement Unit (the “Private Units”), generating gross proceeds to the Company in the amount of $3,070,000 (See Note 4).

Offering costs amounted to $3,752,890 consisting of $1,380,000 of underwriting fees, $1,725,000 of deferred underwriting commissions (which are held in the Trust Account as defined below), and $647,890 of other offering costs. As described in Note 6, the $1,725,000 of deferred underwriting commissions is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement.

On September 16, 2023, Golden Star has entered into a Merger Agreement with Gamehaus Inc., Gamehaus Holdings Inc. (“Pubco”), and their wholly owned subsidiaries for a business combination. The merger involves multiple steps and will result in the cancellation and conversion of various shares into Pubco’s Class A and Class B Ordinary Shares. After the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Golden Star will become a wholly owned subsidiary of Pubco. The deal is expected to close in late 2023 or early 2024, subject to various conditions, including shareholder approvals and regulatory clearances. Additionally, related agreements such as the Shareholder Support Agreement, Founder Lock-Up Agreement, Seller Lock-Up Agreement, and Registration Rights Agreements have been executed. A press release announcing the merger agreement was also issued.

Upon the Closing, after giving effect to the redemption and any PIPE investment that has been funded prior to or at the Closing, if any, Golden Star shall have net tangible assets of at least $5,000,001.

The Trust Account

As of May 4, 2023, a total of $70,337,513 of the net proceeds from the IPO and the Private Placement transaction completed with the Sponsor, was deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s public shareholders with Wilmington Trust, National Association, acting as trustee. The amount of funds currently in the Trust Account in excess of $69,690,000 and the related interest and dividends earned that are subject to redemption is available to the Company for use as its working capital.

The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest solely in United States government treasuries. Except with respect to interest and dividends earned on the funds held in the Trust Account that may be released to the Company to pay income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.

As of September 30, 2023 and December 31, 2022, the Company had $71,086,492 and 0 nil marketable securities held in Trust Account, respectively, and there was a $17,573 overdraft of the available working capital not subject to redemption.

Going Concern Consideration

As of September 30, 2023, the Company had working capital deficit of $190,999 excluding deferred underwriting commissions and there was a $17,573 overdraft of the available cash held in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations for a reasonable period of time, which was considered to be one year from the issuance date of the financial statements.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. In order to finance transaction cost in connection a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide the Company related party loans. On July 28, 2023, the Company has secured additional funding of up to $500,000 from the Sponsor through the issuance of a promissory note which will be matured upon the consummation of the initial business combination (see Note 5). There is no assurance that the Company’s plans to consummate a Business Combination will be successful within 9 months (or 21 months, as applicable). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The accompanying unaudited financial statements as of September 30, 2023, and for the three months and nine months ended September 30, 2023 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2023 are not necessary indicative of the results that may be expected for the period ending December 31, 2023, or any future period. These unaudited financial statements should be read in conjunction with the Company's audited financial statements and the notes thereto as of and for the year ended December 31, 2022, which are included in the registration statement on Form S-1 filed on February 28, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholders’ approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates.

Cash in Escrow

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. The Company had cash held in escrow of 0 nil and $37,423 as of September 30, 2023 and December 31, 2022, respectively.

Marketable Securities Held in Trust Account

The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. As of September 30, 2023 and December 31, 2022, the Company had $71,086,492 and 0 nil marketable securities held in Trust Account, respectively, and there was a $17,573 overdraft of the available working capital not subject to redemption. The available working capital held in Trust Account was the excess amount of $69,690,000 from IPO and any interest and dividends earned which are subject to redemption.

During the three months ended September 30, 2023, interest and dividends earned from the Trust Account amounted to $909,355, of which $607,391 were reinvested in the Trust Account, $301,964 was accrued income on investments held in the Trust Account.

During the nine months ended September 30, 2023, interest and dividends earned from the Trust Account amounted to $1,414,065, of which $1,112,096 were reinvested in the Trust Account, $301,964 was accrued income on investments held in the Trust Account.

During both three and nine months ended September 30, 2022, no balance of marketable securities and no related investment income as the account had not opened.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Rights were charged to the shareholders’ equity. Offering costs allocated to the ordinary shares were charged against the carrying value of ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Income Taxes

The Company complies with the accounting and reporting requirements Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of May 4, 2023, and no amounts were accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

On August 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provisions of the Inflation Reduction Act (the “IR Act”) that we anticipate may impact us is a 1% excise tax on share repurchases. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered corporation” as a listed Company in Nasdaq. The management team has evaluated the IR Act as of September 30, 2023 and does not believe it would have a material effect on the Company, and will continue to evaluate its impact.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero. The interest and dividends earned by the marketable security held in trust, and the extension fee invest into the marketable security held in trust, were also recognizes in redemption value against additional paid-in capital and accumulated deficit immediately. The proceeds on the deposit in the Trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) will be used to fund the redemption of the public shares.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

The calculation of diluted net income (loss) per ordinary shares and related weighted average of the ordinary shares does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares in the earnings of the Company. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary share for the periods presented.

The net income (loss) per share presented in the statements of operations is based on the following:


	For the Three Months Ended September 30, 2023			For the Three Months Ended September 30, 2022		For the Nine Months Ended September 30, 2023			For the Nine Months Ended September 30, 2022
Net income (loss)	$	450,979		$	-	$	779,968		$	(2,300	)
Less: remeasurement to redemption value		-			-		(16,792,086	)		-
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(909,355	)		-		(1,414,065	)		-
Net (loss) excluding investment income in Trust Account	$	(458,376	)	$	-	$	(17,426,183	)	$	(2,300	)


	For the Three Months Ended September 30, 2023						For the Three Months Ended September 30, 2022					For the Nine Months Ended September 30, 2023						For the Nine Months Ended September 30, 2022
	(Unaudited)						(Unaudited)					(Unaudited)						(Unaudited)
	Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares		Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses	$	(104,279	)	$	(354,097	)	$	-		$	-	$	(5,828,416	)	$	(11,597,767	)	$	(2,300	)	$	-
Accretion of temporary equity		-			-			-					-			16,792,086			-			-
Accretion of temporary equity- investment income earned		-			909,355			-			-		-			1,414,065			-			-
Allocation of net income (loss)	$	(104,279	)	$	555,258		$	-		$	-	$	(5,828,416	)	$	6,608,384		$	(2,300	)	$	-
Denominators:
Weighted-average shares outstanding		2,032,000			6,900,000			1,725,000			-		1,892,557			3,765,934			1,725,000			-
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.08		$	(0.00	)	$	-	$	(3.08	)	$	1.75		$	(0.00	)	$	-

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account held in escrow. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

On May 4, 2023, the Company sold 6,900,000 Units (including the issuance of 900,000 Units as a result of the underwriter’s full exercise of the over-allotment) at a price of $10.00 per Unit, generating gross proceeds of $69,000,000 related to the IPO. Each Unit consists of one Ordinary Share and one right to receive two-tenths (2/10) of an Ordinary Share upon the consummation of an Initial Business Combination. Each five rights entitle the holder thereof to receive one Ordinary Share at the closing of a Business Combination. No fractional shares will be issued.

At September 30, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table:


Gross proceeds from Public Shares	$	69,000,000
Less:
Proceeds allocated to public rights		(13,059,498	)
Allocation of offering costs related to ordinary shares		(3,042,588	)
Plus:
Accretion of carrying value to redemption value		16,792,086
Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on Trust Account)		1,414,065
Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account)	$	71,104,065

NOTE 4. PRIVATE PLACEMENT

Concurrently with the closing of the IPO, the Sponsor purchased an aggregate of 307,000 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $3,070,000 in a Private Placement. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 17, 2021, the Company issued 2,875,000 founder shares to the Sponsor (“Founder Shares”) for $25,000. On December 14, 2022, the Sponsor surrendered 1,150,000 shares for no consideration. All share amounts and related information have been retroactively restated to reflect the share surrender (see Note 7). As a result of such share surrender, the Sponsor of the Company held 1,725,000 Founder Shares as of December 31, 2022, which include an aggregate of up to 225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part.

On May 4, 2023, since the underwriters exercised the over-allotment in full, no Founder Shares are subject to forfeiture.

Administrative Services Agreement

The Company entered into an administrative services agreement, commencing on May 1, 2023, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three months and nine months ended September 30, 2023, the Company incurred $30,000 and $49,032 in fees for these services, respectively.

Promissory Note — Sponsor

On August 11, 2021, the Company issued an unsecured promissory note to the Sponsor which was later amended on January 12, 2022 and January 4, 2023. Pursuant to the promissory note and its amendments (the “Promissory Note”), the Company may borrow up to an aggregate principal amount of $500,000, which is non-interest bearing and payable on the earlier of (i) December 31, 2023 or (ii) the consummation of the IPO. On April 6, 2023, the Company transferred all of the cash balance of $181,573 in the escrow account to the Sponsor, which was deemed to be a partial repayment of the principal owed under the Promissory Note. On May 4, 2023, the remaining balance was fully repaid upon the consummation of the IPO. As of September 30, 2023 and December 31, 2022, the Company had borrowed an aggregate amount of 0 nil and $300,000, respectively, evidenced by the Promissory Note.

On July 28, 2023, the Company issued an unsecured promissory note to the Sponsor. Pursuant to the promissory note (the “Second Promissory Note”), the Company may borrow up to an aggregate principal amount of $500,000, which is non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. The Second Promissory Notes have no conversion feature, and no collateral. The Sponsor waives any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, and agrees not to seek resources, reimbursement, payment or satisfaction for any claim against the Trust Account for any reason whatsoever.

Due from and due to Sponsor

The balance of $2,300 due from Sponsor as of December 31, 2022 was fully repaid subsequently. As of September 30, 2023, there was no balance due from Sponsor.

For the three month and nine month ended September 30, 2023, the Sponsor paid operating expenses on behalf of the Company in the amount of $89,088 and $264,733 respectively. The payments made by the Sponsor were not considered as drawdown of the Second Promissory Note. As of September 30, 2023 and December 31, 2022, the balance due to Sponsor was $89,088 and nil, respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the Republic of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Recently in October 2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. As of the date of the unaudited financial statements, the full impact of the war between Russia and Ukraine, the war between Israel and Hamas, and related global economic disruptions on our financial condition and results of operations as well as the consummation of our business combination remains uncertain. The management will continuously evaluate the effect to the Company.

Registration Rights

The holders of the Founder Shares and Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company granted the underwriter a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at $10.00 per Unit, less the underwriting discounts and commissions. On May 4, 2023, the underwriters exercised the over-allotment in full.

On May 4, 2023, the Company paid a cash underwriting commission of 2.0% of the gross proceeds of the IPO, or $1,380,000.

The underwriters are entitled to a deferred underwriting commission of 2.5% of the gross proceeds of the IPO, or $1,725,000, which will be paid from the funds held in the Trust Account upon completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Professional Fee

The Company agrees to pay its legal counsel a total of $400,000 for the professional services in connection with the Company’s business combination. The retainer of $100,000 was paid in June 2023, and the service fee of $100,000 due upon execution of the Merger Agreement was accrued as of September 30, 2023. An additional $50,000 will be due upon the filing of the registration statement. The remaining $150,000 shall be payable at the closing of the business combination.

NOTE 7. SHAREHOLDERS’ EQUITY

Ordinary Shares — The Company is authorized to issue 50,000,000 ordinary shares, with a par value of $0.001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At December 31, 2022, there was 1,725,000 Ordinary Shares issued and outstanding, of which 225,000 were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full, so that the Sponsor will own 20% of the issued and outstanding shares after the IPO (see Note 5). On May 4, 2023, the underwriter fully exercised the over-allotment option, as such there are no ordinary shares subject to forfeiture.

On May 4, 2023, the Company issued 307,000 shares to the Sponsor upon the completion of the Private Placement (see Note 4). As of September 30, 2023, there was 2,032,000 Ordinary Shares issued and outstanding.

The 6,900,000 Ordinary Shares issued in the IPO subject to possible redemption are excluded from the shareholders’ equity.

Rights — Except in cases where the Company is not the surviving Company in a business combination, the holders of the rights will automatically receive 2/10 of an Ordinary Share upon consummation of the Company’s initial business combination. In the event the Company will not be the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 2/10 of an Ordinary Share underlying each right upon consummation of the business combination. As of September 30, 2023, no rights had been converted into Ordinary Shares.

NOTE 8. FAIR VALUE MEASUREMENTS

The Company complies with ASC 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2023, assets held in the Trust Account were entirely comprised of marketable securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Scheduled of fair value measurements
Assets as of September 30, 2023	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Marketable Securities held in Trust Account	$	71,086,492	$	-	$	-

As of September 30, 2022, the Company did not have any assets measured at fair value on a recurring basis.

NOTE 9. SUBSEQUENT EVENTS

The Company has evaluated all events or transactions that occurred up to November 3, 2023, the date the financial statements were issued, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements except the following:

Subsequent to September 30, 2023, the Sponsor repaid the $17,573 overdraft of the Trust Account on behalf of the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Golden Star Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to G-Star Management Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2023 were organizational activities, and those necessary to prepare for the Initial Public Offering, as described below and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2023, we had a net income of $450,979, which consists of operating costs of $458,376, offset by interest and dividends earned on marketable securities held in the Trust Account of $909,355. For the three months ended September 30, 2022, we had a net loss as $0, which consisted with the operating cost of $0.

For the nine months ended September 30, 2023, we had a net income of $779,968, which consists of operating costs of $634,097, offset by interest and dividends earned on marketable securities held in the Trust Account of $1,414,065 . For the nine months ended September 30, 2022, we had a net loss as $2,300, which consisted of the operating cost of $2,300.

Liquidity and Capital Resources

On May 4, 2023, the Company consummated the IPO of 6,900,000 units (including the exercise in full of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units”), generating gross proceeds of $69,000,000. Each Unit consists of one ordinary share and one right to receive two-tenths (2/10) of an ordinary share upon the consummation of a Business Combination. Simultaneously with the IPO, the Company sold to its Sponsor 307,000 units at $10.00 per unit in a private placement generating total gross proceeds of $3,070,000. Offering costs amounted to $3,752,890 consisting of $1,380,000 of underwriting fees, $1,725,000 of deferred underwriting fees, and $647,890 of other offering costs. The Company received net proceeds of $70,337,513 from the IPO and the private placement, of which amounts of $647,518 in excess of $69,690,000 was available to be used as its working capital.

Except for the funds available for using as working capital, we intend to use substantially all of the funds held in the Trust Account established for the benefit of the public shareholders, including any amounts representing interest and dividends earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

For the nine months ended September 30, 2023, net cash used in operating activities was $385,458, which mainly consisted net income of $779,968, off-setting by the increase of the prepaid expenses and investment income earned and reinvested in the Trust Account, and increase of accrued liabilities. Net cash provided by financing activities in amount of $70,020,462 mainly consisted of the proceeds from sales of Public Units with amount of $69,000,000 and sales of Private Placement Units with amount of $3,070,000, off-setting by the offering cost paid during the period. Net cash used in investing activities is $69,672,427 which is invested into the marketable security held in Trust Account, and mainly consisted of the investment of cash in Trust Account with amount of $70,337,512 and offset by cash withdrawn from Trust Account for working capital purposes with amount of $665,085.

For the nine months ended September 30, 2022, net cash used in operating activities was $132,773, which consisted of net loss of $2,300, increase of deferred offering costs $103,108, and decrease of accrued offering cost $26,365. Net cash provided by financing activities was from the drawdown of Promissory Note of $175,000.

At September 30, 2023, we had marketable securities held in the Trust Account of $71,086,492 of which the amount of nil can be used as available working capital not subject to redemption.

On July 28, 2023, the Company issued an unsecured promissory note to the Sponsor. Pursuant to the promissory note (the “Second Promissory Note”), the Company may borrow up to an aggregate principal amount of $500,000, which is non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. The Second Promissory Note have no conversion feature, and no collateral. The Sponsor waives any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, and agrees not to seek resources, reimbursement, payment or satisfaction for any claim against the Trust Account for any reason whatsoever.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit (which, for example, would result in the holders being issued 180,000 ordinary shares if $1,500,000 of notes were so converted (including 30,000 shares upon the closing of our initial Business Combination in respect of 150,000 rights included in such units) at the option of the lender. The units would be identical to the private placement units issued to our Sponsor. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We believe we may have insufficient funds to meet the required expenditures of operation prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. We has determined that insufficient working capital, mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements to pay: (1) our Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company; (2) our legal counsel a monthly fee of $5,000 for professional services as legal consulting. We began incurring these fees in May 1, 2023 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

On August 11, 2021, the Company issued an unsecured promissory note to the Sponsor which was later amended on January 12, 2022 and January 4, 2023. Pursuant to the promissory note and its amendments (the “Promissory Note”), the Company may borrow up to an aggregate principal amount of $500,000, which is non-interest bearing and payable on the earlier of (i) December 31, 2023 or (ii) the consummation of the IPO. The Company drew down of $500,000 proceeds before February 14, 2023. On April 6, 2023, the Company transferred all cash balance of $181,573 in the escrow account to the Sponsor, which deemed to be a partial repayment of the principal under the Promissory Note. On May 4, 2023, the remaining balance was fully repaid upon the consummation of the IPO.

On May 4, 2023, the Company paid a cash underwriting commission of two percent (2.0%) of the gross proceeds of the IPO, or $1,380,000. The underwriter is added entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $1,725,000 as the underwriter’s over-allotment option is exercised in full. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Offering Costs Associated with the Initial Public Offering

Net income (loss) per share

The calculation of diluted net income (loss) per ordinary shares and related weighted average of the ordinary shares does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary shares for the periods presented.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2023, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government securities with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on May 3, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described herein, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on May 3, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In September 2021, our Sponsor purchased an aggregate of 2,875,000 Founder Shares, for an aggregate purchase price $25,000 at an average purchase price of approximately $0.001 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our Sponsor is an accredited investor for purposes of Rule 501 of Regulation D. In December 2022, our Sponsor surrendered 1,150,000 Founder Shares for no consideration. As a result of such share surrender, the Sponsor of the Company held 1,725,000 Founder Shares, and are not subject to forfeiture due to the underwriter’s exercise in full of their over-allotment option on May 4, 2023.

On May 4, 2023, we consummated the Initial Public Offering consisting of 6,900,000 Public Units, including 900,000 Public Units as a result of the underwriter’s exercise in full of their over-allotment option. Each Public Unit consists of one Ordinary Share, $0.001 par value and one right to receive two-tenths (2/10^th) of an Ordinary Share upon the consummation of the Company’s initial business combination. The Public Units were sold at an offering price of $10.00 per unit, and the Initial Public Offering generated aggregate gross proceeds of $69,000,000.

Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 307,000 Private Placement Units to our Sponsor, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $3,070,000.

As of May 4, 2023, a total of $70,337,513 of the net proceeds from the IPO and the private placement transaction completed with the Sponsor, was deposited in a Trust Account established for the benefit of the Company’s public shareholders with Wilmington Trust, National Association, acting as trustee. Following the closing, the funds deposited in the Trust Account in excess of $69,690,000 was available to be used as its working capital.

The funds held in trust has been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest and dividends earned on the funds held in the Trust Account that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or our redemption of 100% of the outstanding Public Shares if we have not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which we complete a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

We intend to use the proceeds held outside of trust for legal, accounting and other expenses of structuring and negotiating Business Combinations, due diligence of prospective target businesses, legal and accounting fees related to SEC reporting obligations, our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by our founders, officers and directors in connection with activities on our behalf as described above.

Officers, directors and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and Business Combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval. There is no limit on the amount of such expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the Trust Account, such expenses would not be reimbursed by us unless we consummate an initial Business Combination. Since the role of present management after a Business Combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a Business Combination.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Date File (Embedded within the Inline XBRL document and included in Exhibit 101).

*	Filed herewith.
**	Furnished.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDEN STAR ACQUISITION CORPORATION

Date: November 3, 2023	/s/ Linjun Guo
	Name:	Linjun Guo
	Title:	Chief Executive Officer

Date: November 3, 2023	/s/ Kenneth Lam
	Name:	Kenneth Lam
	Title:	Chief Financial Officer

Exhibit 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302

I, Linjun Guo, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Golden Star Acquisition Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 3, 2023

	By:	/s/ Linjun Guo
		Linjun Guo
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302

I, Kenneth Lam, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Golden Star Acquisition Corporation;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 3, 2023

	By:	/s/ Kenneth Lam
		Kenneth Lam
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Golden Star Acquisition Corporation on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: November 3, 2023

	By:	/s/ Linjun Guo
		Linjun Guo
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: November 3, 2023

	By:	/s/ Kenneth Lam
		Kenneth Lam
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 03, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41694
Entity Registrant Name	GOLDEN STAR ACQUISITION CORPORATION
Entity Central Index Key	0001895144
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	99 Hudson Street
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	(646)
Local Phone Number	706-5365
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		8,932,000
Units, each consisting of one Ordinary Share, $0.001 par value, and one right
Title of 12(b) Security	Units, each consisting of one Ordinary Share, $0.001 par value, and one right
Trading Symbol	GODNU
Security Exchange Name	NASDAQ
Ordinary Shares, $0.001 par value
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	GODN
Security Exchange Name	NASDAQ
Rights to receive two-tenth (2/10
Title of 12(b) Security	Rights to receive two-tenth (2/10th) of one Ordinary Share
Trading Symbol	GODNR
Security Exchange Name	NASDAQ

BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash in escrow	$ (0)	$ 37,423
Prepaid expenses	96,434
Deferred offering costs		278,352
Due from Sponsor	(0)	2,300
Marketable securities held in Trust Account	71,086,492	(0)
Total assets	71,182,926	318,075
Current liabilities:
Accrued liabilities	269,860	16,175
Promissory note payable to Sponsor		300,000
Due to Sponsor	89,088	(0)
Deferred underwriting commissions	1,725,000
Total liabilities	2,083,948	316,175
Commitments and contingencies (Note 6)
Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $10.30 per share, including interest and dividends earned in Trust Account	71,104,065
Shareholders’ equity (deficit):
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 2,032,000 and 1,725,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	2,032	1,725
Additional paid-in capital		23,275
Accumulated deficit	(2,007,119)	(23,100)
Total shareholders’ equity (deficit)	(2,005,087)	1,900
Total liabilities and shareholders’ equity (deficit)	$ 71,182,926	$ 318,075

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Odinary shares subject to possible redemption	6,900,000	6,900,000
Ordinary shares subject to possible redemption, per share	$ 10.30	$ 10.30
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares, Issued	2,032,000	1,725,000
Common Stock, Shares, Outstanding	2,032,000	1,725,000

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Operating expenses:

Formation and operational costs

$ 458,376

$ 634,097

$ 2,300

Loss from operations

458,376

634,097

2,300

Other income:

Interest and dividends earned in Trust Account

909,355

1,414,065

Total other income

909,355

1,414,065

Income (loss) before income taxes

450,979

779,968

(2,300)

Income tax expense

Net income (loss)

$ 450,979

$ 779,968

$ (2,300)

Basic and diluted weighted average shares outstanding

Redeemable ordinary shares, basic and diluted

6,900,000

3,765,934

Non-redeemable ordinary shares, basic and diluted

^[1]

$ 2,032,000

$ 1,725,000

$ 1,892,557

$ 1,725,000

Redeemable ordinary shares, basic and diluted net income per share

0.08

1.75

Non-redeemable ordinary shares, basic and diluted net loss per share

$ (0.05)

$ (0.00)

$ (3.08)

$ (0.00)

[1]	On December 14, 2022, the Sponsor surrendered 1,150,000 shares for no consideration. All share amounts and related information have been retroactively restated to reflect the share surrender.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Beginning balance, value at Dec. 31, 2021

^[1]

$ 1,725

$ 23,275

$ (17,400)

$ 7,600

Balance at beginning, Shares at Dec. 31, 2021

^[1]

1,725,000

Net loss

Ending balance, value at Mar. 31, 2022

$ 1,725

23,275

(17,400)

7,600

Balance at ending, Shares at Mar. 31, 2022

1,725,000

Net loss

(2,300)

Ending balance, value at Jun. 30, 2022

$ 1,725

23,275

(19,700)

5,300

Balance at ending, Shares at Jun. 30, 2022

1,725,000

Net loss

Ending balance, value at Sep. 30, 2022

$ 1,725

23,275

(19,700)

5,300

Balance at ending, Shares at Sep. 30, 2022

1,725,000

Beginning balance, value at Dec. 31, 2022

$ 1,725

23,275

(23,100)

1,900

Balance at beginning, Shares at Dec. 31, 2022

^[1]

1,725,000

Net loss

(1,850)

Ending balance, value at Mar. 31, 2023

$ 1,725

23,275

(24,950)

Balance at ending, Shares at Mar. 31, 2023

1,725,000

Sales of ordinary shares and over-allotment

$ 6,900

68,993,100

69,000,000

Sales of ordinary shares and over-allotment, shares

6,900,000

Underwriters’ compensation

(3,105,000)

Offering costs

(647,890)

Sale of shares to sponsor in private placement

$ 307

3,069,693

3,070,000

Sale of shares to sponsor in private placement, shares

307,000

Ordinary shares subject to possible redemption

$ (6,900)

(55,933,602)

(55,940,502)

Ordinary shares subject to possible redemption, shares

(6,900,000)

Allocation of offering costs related to redeemable shares

3,042,588

Accretion for redeemable shares to redemption value

(15,442,164)

(1,349,922)

(16,792,086)

Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account)

(504,710)

Net loss

330,839

Ending balance, value at Jun. 30, 2023

$ 2,032

(1,548,743)

(1,546,711)

Balance at ending, Shares at Jun. 30, 2023

^[1]

2,032,000

Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account)

(909,355)

Net loss

450,979

Ending balance, value at Sep. 30, 2023

$ 2,032

$ (2,007,119)

$ (2,005,087)

Balance at ending, Shares at Sep. 30, 2023

2,032,000

[1]	On December 14, 2022, the Sponsor surrendered 1,150,000 shares for no consideration. All share amounts and related information have been retroactively restated to reflect the share surrender.

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 779,968	$ (2,300)
Net changes in operating assets and liabilities:
Deferred offering costs		(103,108)
Interest and dividends earned in Trust Account	(1,414,065)
Prepaid expenses	(96,434)
Due to Sponsor	91,388
Accrued offering costs		(26,365)
Accrued liabilities	253,685	(1,000)
Net cash used in operating activities	(385,458)	(132,773)
Cash flows from investing activities:
Investment of cash in Trust Account	(70,337,512)
Cash withdrawn from Trust Account for working capital purposes	665,085
Net cash used in investing activities	(69,672,427)
Cash flows from financing activities:
Proceeds from promissory note – Sponsor	200,000	175,000
Payment of promissory note – Sponsor	(500,000)
Proceeds from sale of private placement units	3,070,000
Proceeds from sales of public offering units	69,000,000
Payment of offering costs	(1,749,538)
Net cash provided by financing activities	70,020,462	175,000
Net (decrease) increase in cash in escrow	(37,423)	42,227
Cash in escrow at beginning of period	37,423	20,821
Cash in escrow at end of period		63,048
Deferred underwriting compensation	1,725,000
Initial value of ordinary share subject to possible redemption	55,940,502
Reclassification of offering costs related to public shares	(3,042,588)
Change in value of ordinary shares subject to redemption	16,792,086
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account)	1,414,065
Deferred offering costs included in accrued offering costs		$ (26,365)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Trust Account

Going Concern Consideration

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash in Escrow

Marketable Securities Held in Trust Account

During both three and nine months ended September 30, 2022, no balance of marketable securities and no related investment income as the account had not opened.

Offering Costs Associated with the Initial Public Offering

Income Taxes

Ordinary Shares Subject to Possible Redemption

Net Income (Loss) Per Share

The net income (loss) per share presented in the statements of operations is based on the following:


	For the Three Months Ended September 30, 2023			For the Three Months Ended September 30, 2022		For the Nine Months Ended September 30, 2023			For the Nine Months Ended September 30, 2022
Net income (loss)	$	450,979		$	-	$	779,968		$	(2,300	)
Less: remeasurement to redemption value		-			-		(16,792,086	)		-
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(909,355	)		-		(1,414,065	)		-
Net (loss) excluding investment income in Trust Account	$	(458,376	)	$	-	$	(17,426,183	)	$	(2,300	)


	For the Three Months Ended September 30, 2023						For the Three Months Ended September 30, 2022					For the Nine Months Ended September 30, 2023						For the Nine Months Ended September 30, 2022
	(Unaudited)						(Unaudited)					(Unaudited)						(Unaudited)
	Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares		Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses	$	(104,279	)	$	(354,097	)	$	-		$	-	$	(5,828,416	)	$	(11,597,767	)	$	(2,300	)	$	-
Accretion of temporary equity		-			-			-					-			16,792,086			-			-
Accretion of temporary equity- investment income earned		-			909,355			-			-		-			1,414,065			-			-
Allocation of net income (loss)	$	(104,279	)	$	555,258		$	-		$	-	$	(5,828,416	)	$	6,608,384		$	(2,300	)	$	-
Denominators:
Weighted-average shares outstanding		2,032,000			6,900,000			1,725,000			-		1,892,557			3,765,934			1,725,000			-
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.08		$	(0.00	)	$	-	$	(3.08	)	$	1.75		$	(0.00	)	$	-

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2023

Initial Public Offering

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

At September 30, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table:


Gross proceeds from Public Shares	$	69,000,000
Less:
Proceeds allocated to public rights		(13,059,498	)
Allocation of offering costs related to ordinary shares		(3,042,588	)
Plus:
Accretion of carrying value to redemption value		16,792,086
Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on Trust Account)		1,414,065
Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account)	$	71,104,065

PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2023

Private Placement

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On May 4, 2023, since the underwriters exercised the over-allotment in full, no Founder Shares are subject to forfeiture.

Administrative Services Agreement

Promissory Note — Sponsor

Due from and due to Sponsor

The balance of $2,300 due from Sponsor as of December 31, 2022 was fully repaid subsequently. As of September 30, 2023, there was no balance due from Sponsor.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Registration Rights

Underwriting Agreement

On May 4, 2023, the Company paid a cash underwriting commission of 2.0% of the gross proceeds of the IPO, or $1,380,000.

Professional Fee

SHAREHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 7. SHAREHOLDERS’ EQUITY

The 6,900,000 Ordinary Shares issued in the IPO subject to possible redemption are excluded from the shareholders’ equity.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2023, assets held in the Trust Account were entirely comprised of marketable securities.

Scheduled of fair value measurements
Assets as of September 30, 2023	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Marketable Securities held in Trust Account	$	71,086,492	$	-	$	-

As of September 30, 2022, the Company did not have any assets measured at fair value on a recurring basis.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

Subsequent to September 30, 2023, the Sponsor repaid the $17,573 overdraft of the Trust Account on behalf of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash in Escrow

Cash in Escrow

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

During both three and nine months ended September 30, 2022, no balance of marketable securities and no related investment income as the account had not opened.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Income Taxes

Income Taxes

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

Net Income (Loss) Per Share

Net Income (Loss) Per Share

The net income (loss) per share presented in the statements of operations is based on the following:


	For the Three Months Ended September 30, 2023			For the Three Months Ended September 30, 2022		For the Nine Months Ended September 30, 2023			For the Nine Months Ended September 30, 2022
Net income (loss)	$	450,979		$	-	$	779,968		$	(2,300	)
Less: remeasurement to redemption value		-			-		(16,792,086	)		-
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(909,355	)		-		(1,414,065	)		-
Net (loss) excluding investment income in Trust Account	$	(458,376	)	$	-	$	(17,426,183	)	$	(2,300	)


	For the Three Months Ended September 30, 2023						For the Three Months Ended September 30, 2022					For the Nine Months Ended September 30, 2023						For the Nine Months Ended September 30, 2022
	(Unaudited)						(Unaudited)					(Unaudited)						(Unaudited)
	Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares		Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses	$	(104,279	)	$	(354,097	)	$	-		$	-	$	(5,828,416	)	$	(11,597,767	)	$	(2,300	)	$	-
Accretion of temporary equity		-			-			-					-			16,792,086			-			-
Accretion of temporary equity- investment income earned		-			909,355			-			-		-			1,414,065			-			-
Allocation of net income (loss)	$	(104,279	)	$	555,258		$	-		$	-	$	(5,828,416	)	$	6,608,384		$	(2,300	)	$	-
Denominators:
Weighted-average shares outstanding		2,032,000			6,900,000			1,725,000			-		1,892,557			3,765,934			1,725,000			-
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.08		$	(0.00	)	$	-	$	(3.08	)	$	1.75		$	(0.00	)	$	-

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Temporary equity balance sheet


	For the Three Months Ended September 30, 2023			For the Three Months Ended September 30, 2022		For the Nine Months Ended September 30, 2023			For the Nine Months Ended September 30, 2022
Net income (loss)	$	450,979		$	-	$	779,968		$	(2,300	)
Less: remeasurement to redemption value		-			-		(16,792,086	)		-
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares		(909,355	)		-		(1,414,065	)		-
Net (loss) excluding investment income in Trust Account	$	(458,376	)	$	-	$	(17,426,183	)	$	(2,300	)

Schedule of Basic and diluted net loss per share


	For the Three Months Ended September 30, 2023						For the Three Months Ended September 30, 2022					For the Nine Months Ended September 30, 2023						For the Nine Months Ended September 30, 2022
	(Unaudited)						(Unaudited)					(Unaudited)						(Unaudited)
	Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares		Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses	$	(104,279	)	$	(354,097	)	$	-		$	-	$	(5,828,416	)	$	(11,597,767	)	$	(2,300	)	$	-
Accretion of temporary equity		-			-			-					-			16,792,086			-			-
Accretion of temporary equity- investment income earned		-			909,355			-			-		-			1,414,065			-			-
Allocation of net income (loss)	$	(104,279	)	$	555,258		$	-		$	-	$	(5,828,416	)	$	6,608,384		$	(2,300	)	$	-
Denominators:
Weighted-average shares outstanding		2,032,000			6,900,000			1,725,000			-		1,892,557			3,765,934			1,725,000			-
Basic and diluted net income (loss) per share	$	(0.05	)	$	0.08		$	(0.00	)	$	-	$	(3.08	)	$	1.75		$	(0.00	)	$	-

INITIAL PUBLIC OFFERING (Tables)

9 Months Ended

Sep. 30, 2023

Initial Public Offering

Scheduled of common stock subject to possible redemption


Gross proceeds from Public Shares	$	69,000,000
Less:
Proceeds allocated to public rights		(13,059,498	)
Allocation of offering costs related to ordinary shares		(3,042,588	)
Plus:
Accretion of carrying value to redemption value		16,792,086
Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on Trust Account)		1,414,065
Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account)	$	71,104,065

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Scheduled of fair value measurements

Scheduled of fair value measurements
Assets as of September 30, 2023	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Marketable Securities held in Trust Account	$	71,086,492	$	-	$	-

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	May 04, 2023	Jul. 23, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	6,000,000
Sale of units in initial public offering aggragate amount	$ 60,000,000
Transaction costs			$ 3,752,890
Underwriting fees			1,380,000
Deferred underwriting fees			1,725,000
Other offering costs			647,890
Net tangible assets			5,000,001
Net proceeds from the IPO	70,337,513		69,000,000
Held in the trust account	$ 69,690,000
Marketable Securities			71,086,492		$ (0)
Cash And Not Subject To Redemption			17,573
Working capital deficit			190,999
Cash and Cash Equivalents, at Carrying Value			17,573
Issuance of a promissory note		$ 500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	6,900,000
Sale of units per share	$ 10.00
Sale of units in initial public offering aggragate amount	$ 69,000,000
Net proceeds from the IPO	$ 1,380,000
Held in the trust account			$ 69,690,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	900,000		900,000
Sale of units per share			$ 10.00
Over-Allotment Option [Member] \| Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	900,000
Sale of units per share	$ 10.00
Sale of units in initial public offering aggragate amount	$ 9,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	307,000		307,000
Sale of units per share	$ 10.00		$ 10.00
Sale of units in initial public offering aggragate amount	$ 3,070,000		$ 3,070,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net income (loss)	$ 450,979		$ 779,968	$ (2,300)
Less: remeasurement to redemption value			(16,792,086)
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares	(909,355)		(1,414,065)
Net (loss) excluding investment income in Trust Account	$ (458,376)		$ (17,426,183)	$ (2,300)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerators:
Allocation of net losses			$ (779,968)	$ 2,300
Allocation of net income (loss)	$ 450,979		779,968	(2,300)
Non Redeemable Shares [Member]
Numerators:
Allocation of net losses	(104,279)		(5,828,416)	(2,300)
Accretion of temporary equity
Accretion of temporary equity- investment income earned
Allocation of net income (loss)	$ (104,279)		$ (5,828,416)	$ (2,300)
Denominators:
Weighted-average shares outstanding	2,032,000	1,725,000	1,892,557	1,725,000
Basic and diluted net income (loss) per share	$ (0.05)	$ (0.00)	$ (3.08)	$ (0.00)
Redeemable Shares [Member]
Numerators:
Allocation of net losses	$ (354,097)		$ (11,597,767)
Accretion of temporary equity			16,792,086
Accretion of temporary equity- investment income earned	909,355		1,414,065
Allocation of net income (loss)	$ 555,258		$ 6,608,384
Denominators:
Weighted-average shares outstanding	6,900,000		3,765,934
Basic and diluted net income (loss) per share	$ 0.08		$ 1.75

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	May 04, 2023	Apr. 06, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash	$ 0		$ 0				$ 0
Cash in escrow	(0)		(0)			$ 181,573	37,423
Marketable securities held in trust account	71,086,492		71,086,492				$ (0)
Cash and not subject to redemption	17,573		17,573
Held in the trust account					$ 69,690,000
Nonoperating Income (Expense)	909,355		1,414,065
Interest earned in trust accounts	607,391		1,112,096
Unrealized gain loss in trust account	301,964		301,964
Unrecognized tax benefits					0
Accrued interest and penalties					$ 0
Interest to pay dissolution expenses			$ 50,000
Antidilutive shares			0
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Held in the trust account	$ 69,690,000		$ 69,690,000

INITIAL PUBLIC OFFERING (Details)	Sep. 30, 2023 USD ($)
Initial Public Offering
Gross proceeds from Public Shares	$ 69,000,000
Proceeds allocated to public rights	(13,059,498)
Allocation of offering costs related to ordinary shares	(3,042,588)
Accretion of carrying value to redemption value	16,792,086
Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on Trust Account)	1,414,065
Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account)	$ 71,104,065

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		9 Months Ended
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	May 04, 2023	Sep. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	6,000,000
Sale of units in initial public offering aggragate amount	$ 60,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	6,900,000
Sale of units per share	$ 10.00
Sale of units in initial public offering aggragate amount	$ 69,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	900,000	900,000
Sale of units per share		$ 10.00

PRIVATE PLACEMENT (Details Narrative) - USD ($)		9 Months Ended
PRIVATE PLACEMENT (Details Narrative) - USD ($)	May 04, 2023	Sep. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	6,000,000
Sale of units in initial public offering aggragate amount	$ 60,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	307,000	307,000
Sale of units per share	$ 10.00	$ 10.00
Sale of units in initial public offering aggragate amount	$ 3,070,000	$ 3,070,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 14, 2022	Sep. 17, 2021	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Jul. 28, 2023	Apr. 06, 2023	Aug. 11, 2021
Related Party Transaction [Line Items]
Number of shares forfeiture					$ 225,000
Administrative services				$ 10,000
Service fee			$ 30,000	49,032
Cash in escrow			(0)	(0)	37,423		$ 181,573
Borrowed an aggregate amount			0	0	300,000
Due from related party			(0)	(0)	$ 2,300
Operating Expenses			89,088	264,733
[custom:DueToRelatedParties-0]			$ 89,088	$ 89,088
Sponsor [Member]
Related Party Transaction [Line Items]
Surrendered shares	1,150,000
Principal amount						$ 500,000		$ 500,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Shares issued		2,875,000			1,725,000
Stockholders [Member]
Related Party Transaction [Line Items]
Aggregate value of shares		$ 25,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	May 04, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	6,000,000
Proceeds from Initial Public Offering	$ 70,337,513		$ 69,000,000
Professional fees		$ 100,000	400,000
Service fee			100,000
Payament for fees			50,000
Business combination acquisition related costs			$ 150,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	900,000		900,000
Share price			$ 10.00
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	6,900,000
Share price	$ 10.00
Percentage of cash underwritng commission	2.00%
Proceeds from Initial Public Offering	$ 1,380,000
Percentage of underwriting deferred Commission	2.50%
Gross proceeds from Initial Public Offering	$ 1,725,000

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	May 04, 2023	Sep. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common Stock, Shares Authorized		50,000,000	50,000,000
Common Stock, Par or Stated Value Per Share		$ 0.001	$ 0.001
Common Stock, Shares, issued		2,032,000	1,725,000
Common Stock, Shares, Outstanding		2,032,000	1,725,000
Number of shares forfeiture			$ 225,000
Sale of units in initial public offering	6,000,000
Ordinary shares subject to possible redemption, shares	6,900,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	307,000	307,000

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring [Member]	Sep. 30, 2023 USD ($)
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account	$ 71,086,492
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account

SUBSEQUENT EVENTS (Details Narrative)	9 Months Ended
SUBSEQUENT EVENTS (Details Narrative)	Sep. 30, 2023 USD ($)
Subsequent Events [Abstract]
Repayment of overdrafts	$ 17,573

Golden Star Acquisition (NASDAQ:GODNU)
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